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Apollo Minerals Limited
Level 9, 28 The Esplanade, Perth WA 6000
Telephone: +61 8 9322 6322
Facsimile: +61 8 9322 6558
apollominerals.com
info@apollominerals.com
For the Year Ending 30 June 2022
Apollo Minerals Limited
ABN 96 125 222 924
ASX : AON
Corporate Directory | Répertoire D’enterprise
DIRECTORS:
Mr John Welborn
Chairman
Mr Neil Inwood
Managing Director
Mr Ian Middlemas
Non-Executive Director
Mr Robert Behets
Non-Executive Director
Mr Hugo Schumann
Non-Executive Director
Mr Ajay Kejriwal
Non-Executive Director
COMPANY SECRETARY
Mr Lachlan Lynch
GABON OFFICE
Select Explorations (Gabon)
SA BP 20211 Libreville Gabon
REGISTERED OFFICE
SHARE REGISTRY
Automic Registry Services
Level 5, 191 St Georges Terrace,
Perth WA 6000
Tel: 1300 288 664
SECURITIES EXCHANGE LISTING
Australian Securities Exchange
Home Branch – Perth
Level 40, Central Park, 152-158
St Georges Terrace, Perth WA 6000
ASX CODE
AON – Fully paid ordinary shares
ADVISORS/SOLICITORS
Business Consulting Gabon (BCG)
Thomson Geer (Perth)
BANKERS
Level 9, 28 The Esplanade, Perth WA 6000
Australia – Australia and New Zealand
Banking Group Limited
Tel: +61 8 9322 6322
Fax: +61 8 9322 6558
AUDITOR
Ernst & Young
Contents | Contenu
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance
ASX Additional Information
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59
Corporate Directory | Répertoire D’enterprise
DIRECTORS’ REPORT
DIRECTORS:
Mr John Welborn
Chairman
Mr Neil Inwood
Managing Director
Mr Ian Middlemas
Non-Executive Director
Mr Robert Behets
Non-Executive Director
Mr Hugo Schumann
Non-Executive Director
Mr Ajay Kejriwal
Non-Executive Director
COMPANY SECRETARY
Mr Lachlan Lynch
GABON OFFICE
Select Explorations (Gabon)
SA BP 20211 Libreville Gabon
REGISTERED OFFICE
Tel: +61 8 9322 6322
Fax: +61 8 9322 6558
SHARE REGISTRY
Automic Registry Services
Level 5, 191 St Georges Terrace,
Perth WA 6000
Tel: 1300 288 664
SECURITIES EXCHANGE LISTING
Australian Securities Exchange
Home Branch – Perth
Level 40, Central Park, 152-158
St Georges Terrace, Perth WA 6000
ASX CODE
AON – Fully paid ordinary shares
ADVISORS/SOLICITORS
Business Consulting Gabon (BCG)
Thomson Geer (Perth)
BANKERS
Australia – Australia and New Zealand
AUDITOR
Ernst & Young
Level 9, 28 The Esplanade, Perth WA 6000
Banking Group Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Contents | Contenu
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance
ASX Additional Information
1
20
21
22
23
24
25
52
53
58
59
The Directors of Apollo Minerals Limited present their report on the Group consisting of Apollo Minerals Limited
(“Company” or “Apollo Minerals”) and the entities it controlled at the end of, or during, the year ended 30 June
2022 (“Group”).
OPERATING AND FINANCIAL REVIEW
Apollo Minerals is a responsible mining company focused on the exploration and development of the Kroussou
zinc-lead project in western Gabon (“Kroussou Project” or “Project”).
Highlights during and subsequent to the financial year ended 30 June 2022 include:
Game-Changing Discovery – Semi Massive Sulphides at Niambokamba (Target Prospect 13)
o Semi-massive and disseminated style zinc and lead sulphides visually identified from near surface
intercepts in multiple drill holes completed at TP13.
o TP13 is one of 18 target prospects at the province scale Kroussou Project and is located 7km north of
the Dikaki Prospect (TP11) where drilling to date has been focused.
o Mineralised intercepts over more than 200m of strike have been visually identified in five holes drilled
with downhole thickness between 2m and 18m commencing from 3m below surface.
o Discovery of a new style of semi-massive sulphide mineralisation at Kroussou indicates a potentially
shear hosted system and possible primary high-grade feeder structures.
Dikaki (Target Prospect 11)
o Eastern Dikaki high-grade zone (Dikaki-East) doubles, with mineralisation now defined over 500m
and open along trend with significant, thick, shallow mineralisation displayed in broad step out
drilling - first ever drilling in untested 2.5km strike eastern area.
o Significant intercepts reported at Dikaki-East included:
▪
▪
▪
▪
60m zone of mineralisation - including 10.6m @ 3.5% Zn+Pb from 25.5m and 19.0m @ 3.7%
Zn+Pb from 39.4m, total interval of 60.2m @ 2.4% Zn+Pb from 1.9m;
19.8m @ 4.0% Zn+Pb from 51.2m and 3.7m @ 7.5% Zn+Pb from 38.3m within a broader zone
of 40.0m @ 3.1% Zn+Pb from 31.1m;
10.1m @ 5.7% Zn+Pb from 15.3m within a broader zone of 19.9m @ 4.0% Zn+Pb from 5.4m;
and
13.5m @ 4.0% Zn+Pb from 20.0m within a broader zone of 45.8m @ 2.2% Zn+Pb from 6.6m.
The results support the potential for a large-scale shallow, flat-lying, broadly mineralised system with
possible continuity across multiple zones which could allow simple open pit mining extraction
Sulphide Base Metal Mineralisation at Two New Prospects
o Base metal grades of up to 5.1% Zn+Pb returned from surface rock samples at Target Prospects 1
(‘TP1’) and 4 (‘TP4’). First assays ever received from TP1.
o Reconnaissance mapping, soils and surface rock chip assay results identified base metal mineralisation
hosted in matrix supported conglomerate, similar to the host displayed at Dikaki.
•
•
•
Regional airborne electromagnetic (AEM) survey over the 80km of prospective strike length at Kroussou
complete.
100% ownership of Kroussou secured via completion of agreements with Trek Metals Limited (ASX: TKM)
and Battery Minerals Limited (ASX: BAT).
The Company completed a placement to raise $7.2m million to expedite exploration at the Kroussou project,
with affiliates of the Sprott Group participating in the capital raising.
Apollo Minerals Limited ANNUAL REPORT 2022
1
DIRECTORS’ REPORT
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations
KROUSSOU PROJECT OVERVIEW
Apollo Minerals Limited (ASX: AON) is focused on the discovery and development of large scale, near surface,
zinc-lead resources at the Company’s 100% owned Kroussou Project in Gabon which consists of the Prospecting
License G4-569 which covers 986.5km2 in the Ngounié Province of Western Gabon located approximately 220km
south-south east of the capital city of Libreville.
Previous exploration work has validated the province-scale potential at Kroussou with the identification of 150 zinc-
lead mineral occurrences over more than 80km of strike length of prospective geology to date. The potential for
further discovery at Kroussou is immense; of 18 identified Target Prospects (TP), only four have been drill tested
to date.
The very shallow nature of the zinc-lead mineralisation being intersected (average depth < 20m) indicates the low
cost development and mining potential at the Project.
Initial metallurgical test work on the Kroussou Zn-Pb mineralisation has demonstrated the potential for high grade
clean concentrates with strong recoveries of both zinc and lead creating expectations for the potential for high
payability.
High-level assessment of infrastructure and transport requirements for a future mining operation at Kroussou has
indicated the potential for existing capability which will provide the basis for future feasibility study work.
Figure 1 – Kroussou Project Location Plan.
2
OPERATING AND FINANCIAL REVIEW (Continued)
DIRECTORS’ REPORT
(Continued)
Operations
KROUSSOU PROJECT OVERVIEW
Apollo Minerals Limited (ASX: AON) is focused on the discovery and development of large scale, near surface,
zinc-lead resources at the Company’s 100% owned Kroussou Project in Gabon which consists of the Prospecting
License G4-569 which covers 986.5km2 in the Ngounié Province of Western Gabon located approximately 220km
south-south east of the capital city of Libreville.
Previous exploration work has validated the province-scale potential at Kroussou with the identification of 150 zinc-
lead mineral occurrences over more than 80km of strike length of prospective geology to date. The potential for
further discovery at Kroussou is immense; of 18 identified Target Prospects (TP), only four have been drill tested
The very shallow nature of the zinc-lead mineralisation being intersected (average depth < 20m) indicates the low
cost development and mining potential at the Project.
Initial metallurgical test work on the Kroussou Zn-Pb mineralisation has demonstrated the potential for high grade
clean concentrates with strong recoveries of both zinc and lead creating expectations for the potential for high
to date.
payability.
High-level assessment of infrastructure and transport requirements for a future mining operation at Kroussou has
indicated the potential for existing capability which will provide the basis for future feasibility study work.
Figure 1 – Kroussou Project Location Plan.
2
Apollo Minerals Limited ANNUAL REPORT 2022
3
Figure 2 – Kroussou Project displaying Key Target Prospects and areas of initial drilling focus.
DIRECTORS’ REPORT
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
FUTURE EXPLORATION PROGRAM
Exploration work planned for the broader Kroussou project may include:
• Analysis of assay results (once received) from regional drilling and targeting at TP13 and TP8;
• Analysis of results from the recently completed AEM survey which covered approximately 430km2, across the
whole 80km strike length of prospective geology of the Kroussou project area. The AEM survey has the
potential to highlight further shallow high-grade mineralisation as displayed at Dikaki and Niamabimbou;
• Field exploration to identify new zones of mineralisation at other defined prospects/regional targets through
mapping, rock sampling and soil geochemistry;
• Analysis of results from the passive regional seismic program at TP13, TP9, TP8 and TP4;
• Metallurgical test work to confirm positive high-recovery, high-quality sulphide concentrate production; and
• High level analysis of regional infrastructure options for materials transport.
Metallurgical test work is ongoing utilising the 500kg of HQ diamond core from Dikaki for flow-sheet test work
(flotation, variability, comminution) being undertaken by Independent Metallurgical Operations Pty Ltd (IMO) in
Perth.
The Company will undertake the work program based on results as received with a strong commitment to all aspects
of sustainable development and responsible mining, with an integrated approach to economic, social,
environmental, health and safety management.
Figure 3 – Planned Exploration Program Workflow.
4
OPERATING AND FINANCIAL REVIEW (Continued)
DIRECTORS’ REPORT
(Continued)
Operations (Continued)
FUTURE EXPLORATION PROGRAM
Exploration work planned for the broader Kroussou project may include:
• Analysis of assay results (once received) from regional drilling and targeting at TP13 and TP8;
• Analysis of results from the recently completed AEM survey which covered approximately 430km2, across the
whole 80km strike length of prospective geology of the Kroussou project area. The AEM survey has the
potential to highlight further shallow high-grade mineralisation as displayed at Dikaki and Niamabimbou;
• Field exploration to identify new zones of mineralisation at other defined prospects/regional targets through
mapping, rock sampling and soil geochemistry;
• Analysis of results from the passive regional seismic program at TP13, TP9, TP8 and TP4;
• Metallurgical test work to confirm positive high-recovery, high-quality sulphide concentrate production; and
• High level analysis of regional infrastructure options for materials transport.
Metallurgical test work is ongoing utilising the 500kg of HQ diamond core from Dikaki for flow-sheet test work
(flotation, variability, comminution) being undertaken by Independent Metallurgical Operations Pty Ltd (IMO) in
Perth.
The Company will undertake the work program based on results as received with a strong commitment to all aspects
of sustainable development and responsible mining, with an integrated approach to economic, social,
environmental, health and safety management.
Figure 3 – Planned Exploration Program Workflow.
Operations (Continued)
CORPORATE
Placement
During the financial year, the Company completed a placement to institutional, sophisticated and high net worth
investors to raise gross proceeds of A$7.2 million through the issue of 90 million new ordinary shares in the
Company at an issue price of A$0.08 per share (Placement).
The Placement was supported by Sprott Capital Partners LP (Sprott) who acted as financial advisor to what is
considered by the Company as a highly strategic fundraising. The Company is pleased to have attracted highly
credible globally leading investment funds to the share register.
Sprott is a leading North American-based asset management firm with an excellent track record of identifying and
funding successful early-stage resource projects. Sprott’s decision to support Apollo Minerals is further
demonstration of the significance of the zinc and lead discoveries evolving at the Kroussou.
Capital Position
As at 30 June 2022, the Company is in a sound financial position with $3.7 million in cash and has no debt.
Additionally, the Company holds 2.3 million ordinary shares in Constellation Resources Limited (ASX: CR1) valued
at approximately $0.3 million.
Consolidation of 100% Ownership Interest in Kroussou
During the financial year, the Company completed the acquisition of its 100% ownership interest in Kroussou via
agreements with Trek Metals Limited (ASX: TKM) (Trek) and Battery Minerals Limited (ASX: BAT) (Battery
Minerals). The consideration included the issue of 3,000,000 fully paid ordinary shares and 1,000,000 unlisted
options, exercisable at $0.12 each on or before 30 June 2024 to Trek and a cash payment of A$250,000 to Battery
Minerals.
Board Changes
During the financial year, the Company announced the appointment of Mr Neil Inwood as Managing Director and
Mr John Welborn as Non-Executive Chairman of the Company.
Mr Inwood is a Geologist with over 25 years' international experience in the exploration and mining industry,
particularly in base metals, gold and speciality metals. He has had significant management, consulting, and venture
capital experience, and was previously Managing Director of Berkut Minerals Limited, Executive Geologist with
Verona Capital, Principal Resource Geologist with Coffey Mining, and spent nine years with Barrick Gold in senior
positions.
Mr Welborn is a highly accomplished and internationally respected resource company director with significant
relevant African experience, a Fellow of the Institute of Chartered Accountants in Australia, a Fellow of the
Australian Institute of Management, and a member of the Australian Institute of Mining and Metallurgy. Mr Welborn
is French speaking and has operated extensively in West and Central Africa, including the successful development
and/or operation of mining projects in Mali, Cote D’Ivoire, Burkina Faso, Ghana, Senegal, Gabon, Cameroon and
the Republic of Congo.
The appointment of Mr Inwood as Managing Director and Mr Welborn as Non-Executive Chairman provides the
Company with focussed and experienced leadership following positive exploration success at Kroussou.
4
Apollo Minerals Limited ANNUAL REPORT 2022
5
DIRECTORS’ REPORT
(Continued)
OPERATING AND FINANCIAL REVIEW (Continued)
Operations (Continued)
COVID-19 UPDATE
The Company continues to actively evaluate risks to employees and general operational safety and make any
required adjustments to maintain safe and secure operations. A range of procedures have been implemented on
site to manage COVID-19 safety and enable testing of employees.
A range of protective measures implemented by the Gabon Government in response to COVID-19 remain in place.
Gabon has reopened its borders, allowing international flights, subject to reduced entry restrictions. Travel by air,
road, train and boat within Gabon is possible, including public transport, but is subject to certain conditions (e.g.
proof of vaccination or a negative COVID-19 test, passenger limitations and hygiene requirements).
International travellers are currently permitted to travel to Gabon upon meeting certain conditions including
appropriate vaccination or returning a negative COVID-19 test prior to arrival in Gabon.
The Company continues to actively evaluate the situation, with its in-country staff being successful in transiting to
and from site in compliance with Gabon’s existing COVID-19 guidelines.
EUROPEAN GOLD AND TUNGSTEN PROJECT (COUFLENS PROJECT)
As previously announced, Apollo Minerals and the French State had lodged coordinated appeals in the Bordeaux
Court of Appeals against the decision of the Toulouse Administrative Court on 28 June 2019 about the Couflens
exploration permit (Couflens PER) that includes the historical high-grade Salau tungsten mine that was owned by
the Company’s French subsidiary Variscan Mines SAS (Variscan). The Toulouse Court cancelled the Couflens PER
on the grounds that Variscan Mines' financial capacity was insufficient and that the French State had followed an
irregular procedure and did not adequately consult the public prior to granting the Couflens PER.
The French State and the Company had contested the decision of the Toulouse Administrative Court. In June 2020,
the Bordeaux Court of Appeals dismissed the appeal, confirming the cancellation of the Couflens PER on the ground
of an irregular procedure but confirmed that Variscan had sufficient financial capacity.
At the time of the application for the Couflens PER, Apollo Minerals was required to demonstrate to the French
State that it had sufficient financial capacity to conduct its planned research activities. The Company provided
supporting documentation to the French State in October 2016, to confirm its financial capacity and the permit was
subsequently granted to Variscan. Prior to the grant of the Couflens PER, the French State was required to make
this supporting documentation available to the public, but it failed to do so. The appeal Court noted that “In view of
the interest in the quality and completeness of the information provided on the operator's [Variscan] financial
capacity, the public was deprived of a guarantee of full information on this point.”
In late June 2022, the Conseil d’Etat, the highest court in France, delivered a ruling that annulled the decision of
the Court of Bordeaux, considering that the procedure of consultation was regular, and referred the case back to
the Court of Bordeaux for retrial.
Taking the original ruling by the Bordeaux Court of Appeals into account, Apollo Minerals and its French subsidiaries
filed a claim for compensation before the Administrative Court of Toulouse. The Company is awaiting the court’s
decision. The Company will inform the market of material developments as they occur.
6
OPERATING AND FINANCIAL REVIEW (Continued)
Results of Operations
The net loss of the Group attributable to members of the Company for the year ended 30 June 2022 was $1,817,281
(2021: $1,167,093). This loss is attributable to:
(i)
(ii)
(iii)
(iv)
exploration and evaluation expenditure of $82,364 (2021: nil), which is attributable to the Group’s accounting
policy of expensing exploration and evaluation expenditure (other than expenditures incurred in the
acquisition of the rights to explore) incurred by the Group in the period subsequent to the acquisition of the
rights to explore up to the successful completion of definitive feasibility studies for each separate area of
interest. In accordance with the Company’s exploration and evaluation policy, the costs incurred at the
Kroussou Project up to acquisition of the project, were capitalised to the Statement of Financial Position, as
this was deemed to be an acquisition cost for accounting purposes. The capitalised balance amounts to
$7,546,153 (2021: $2,227,180);
business development expenses of $444,447 (2021: $92,261) which are attributable to the Group’s costs of
to its investor and shareholder relations including public relations, marketing and digital marketing,
conference fees and travel costs;
other losses of $424,177 (2021: gain of $5), which is attributable to the fair value movement in the shares
held by the Group in Constellation Resources Limited (ASX: CR1); and
non-cash share-based payments expenses of $212,588 (2021: $438,375) which is attributable to the
Group’s accounting policy of expensing the value of shares, incentive/unlisted options and performance
rights (estimated using an appropriate pricing model) granted to key employees, consultants and advisors.
The value of unlisted options and performance rights is measured at grant date and recognised over the
period during which the holders become unconditionally entitled to the securities.
Financial Position
At 30 June 2022, the Group had cash reserves of $3,687,684 (2021: $3,044,814) and no debt placing the Group in
a good position to continue with its planned exploration and development activities at the Kroussou Project.
At 30 June 2022, the Group had net assets of $10,679,137 (2021: $5,344,698), an increase of 100% compared
with the previous year. The increase is largely attributable to the capitalisation of exploration and evaluation
expenditure relating to initial acquisition costs.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed, there were no significant changes in the state of affairs of the Group during the year.
DIRECTORS’ REPORT
(Continued)
Operations (Continued)
COVID-19 UPDATE
The Company continues to actively evaluate risks to employees and general operational safety and make any
required adjustments to maintain safe and secure operations. A range of procedures have been implemented on
site to manage COVID-19 safety and enable testing of employees.
A range of protective measures implemented by the Gabon Government in response to COVID-19 remain in place.
Gabon has reopened its borders, allowing international flights, subject to reduced entry restrictions. Travel by air,
road, train and boat within Gabon is possible, including public transport, but is subject to certain conditions (e.g.
proof of vaccination or a negative COVID-19 test, passenger limitations and hygiene requirements).
International travellers are currently permitted to travel to Gabon upon meeting certain conditions including
appropriate vaccination or returning a negative COVID-19 test prior to arrival in Gabon.
The Company continues to actively evaluate the situation, with its in-country staff being successful in transiting to
and from site in compliance with Gabon’s existing COVID-19 guidelines.
EUROPEAN GOLD AND TUNGSTEN PROJECT (COUFLENS PROJECT)
As previously announced, Apollo Minerals and the French State had lodged coordinated appeals in the Bordeaux
Court of Appeals against the decision of the Toulouse Administrative Court on 28 June 2019 about the Couflens
exploration permit (Couflens PER) that includes the historical high-grade Salau tungsten mine that was owned by
the Company’s French subsidiary Variscan Mines SAS (Variscan). The Toulouse Court cancelled the Couflens PER
on the grounds that Variscan Mines' financial capacity was insufficient and that the French State had followed an
irregular procedure and did not adequately consult the public prior to granting the Couflens PER.
The French State and the Company had contested the decision of the Toulouse Administrative Court. In June 2020,
the Bordeaux Court of Appeals dismissed the appeal, confirming the cancellation of the Couflens PER on the ground
of an irregular procedure but confirmed that Variscan had sufficient financial capacity.
At the time of the application for the Couflens PER, Apollo Minerals was required to demonstrate to the French
State that it had sufficient financial capacity to conduct its planned research activities. The Company provided
supporting documentation to the French State in October 2016, to confirm its financial capacity and the permit was
subsequently granted to Variscan. Prior to the grant of the Couflens PER, the French State was required to make
this supporting documentation available to the public, but it failed to do so. The appeal Court noted that “In view of
the interest in the quality and completeness of the information provided on the operator's [Variscan] financial
capacity, the public was deprived of a guarantee of full information on this point.”
In late June 2022, the Conseil d’Etat, the highest court in France, delivered a ruling that annulled the decision of
the Court of Bordeaux, considering that the procedure of consultation was regular, and referred the case back to
the Court of Bordeaux for retrial.
Taking the original ruling by the Bordeaux Court of Appeals into account, Apollo Minerals and its French subsidiaries
filed a claim for compensation before the Administrative Court of Toulouse. The Company is awaiting the court’s
decision. The Company will inform the market of material developments as they occur.
6
Apollo Minerals Limited ANNUAL REPORT 2022
7
DIRECTORS’ REPORT
(Continued)
Business Strategies and Prospects for Future Financial Years
The objective of the Group is to create long-term shareholder value through the discovery, development and
acquisition of technically and economically viable mineral deposits. To date, the Group has not commenced
production of any minerals, nor has it identified a Mineral Resource in accordance with the JORC Code. To achieve
its objective, the Group currently has the following business strategies and prospects over the short to medium
term:
•
•
Analyse drill and assay program results from TP11, TP6 and other regional targets (TP13 and TP8);
Conduct surface exploration programs including geological mapping, rock chip and soil sampling to further
assess identified prospects and to generate and classify targets across the broader project area;
•
•
•
Commence further metallurgical test work over all prospective targets to assess recovery characteristics,
concentrate quality and variability;
Complete additional targeted drilling programs aimed at converting targets to JORC compliant resources;
and
Commence technical studies, including a conceptual mining study, to assess the viability of a future mining
operation.
All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of
these activities, or that any or all of these likely developments will be achieved. The material business risks faced
by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks,
include:
The Group’s activities are subject to the laws of Gabon and France – The Kroussou Project is located in Gabon,
which is a less developed country than Australia, and has associated political, economic, legal and social risks. These
various risks and uncertainties could include, but are not limited to, exchange rate fluctuations, potential for higher inflation,
labour unrest, the risks of expropriation and nationalisation, renegotiation or nullification of existing concessions, licences,
permits and contracts, illegal mining, changes in taxation policies, changes in the Mining Code, restrictions on foreign
exchange and repatriation and changing political conditions, currency controls and restrictions on imports of equipment
and consumables and on the use of foreign contractors. Changes, if any, in mining or investment policies or shifts in
political attitude in Gabon may impact the operations or profitability of the Group. Operations may be affected in varying
degrees by government regulations with respect to, but not limited to, production, price controls, export controls, foreign
currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and
tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties
as joint venture partners with carried or other interests. Outcomes in courts in Gabon and France may be less predictable
than in Australia, which could affect the enforceability of contracts entered into by the Group in Gabon. The occurrence of
these various factors and uncertainties cannot be accurately predicted and could impact on the operations or profitability
of the Group. The Group has made its investment and strategic decisions based on the information currently available to
the Directors, however should there be any material change in the political, economic, legal and social environments in
Gabon, the Directors may reassess investment decisions and commitments to assets in Gabon.
The Group’s exploration properties may never be brought into production – The Group is a mineral exploration
group, has no history of earnings, and does not have any producing mining operations. The Group has experienced losses
from exploration activities and until such time as the Group commences mining production activities, it expects to continue
to incur losses. No assurance can be given that the Group will identify a mineral deposit which is capable of being exploited
economically or which is capable of supporting production activities. The Group expects to continue to incur losses from
exploration activities in the foreseeable future;
The Group’s activities will require further capital – the exploration and any development of the Group’s exploration
properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying, or the
indefinite postponement of, exploration and any development of the Group’s properties or even a loss of property interest.
There can be no assurance that additional capital or other types of financing will be available if needed or that, if available,
the terms of such financing will be favourable to the Group;
The Group may be adversely affected by fluctuations in commodity prices – the prices of commodities can fluctuate
widely and are affected by numerous factors beyond the control of the Group. Future production, if any, from the Group’s
mineral properties will be dependent upon the price of commodities being adequate to make these properties economic.
The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the
Group’s operations change, this policy will be reviewed periodically going forward; and
Global financial conditions may adversely affect the Group’s growth and profitability – many industries, including
the mineral resource industry, are impacted by these market conditions. Some of the key impacts include contraction in
credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign
exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Group’s activities,
a slowdown in the financial markets or other economic conditions including current tensions may adversely affect the
Group’s growth and ability to finance its activities.
•
•
•
•
•
8
DIRECTORS’ REPORT
(Continued)
The objective of the Group is to create long-term shareholder value through the discovery, development and
acquisition of technically and economically viable mineral deposits. To date, the Group has not commenced
production of any minerals, nor has it identified a Mineral Resource in accordance with the JORC Code. To achieve
its objective, the Group currently has the following business strategies and prospects over the short to medium
term:
Analyse drill and assay program results from TP11, TP6 and other regional targets (TP13 and TP8);
Conduct surface exploration programs including geological mapping, rock chip and soil sampling to further
assess identified prospects and to generate and classify targets across the broader project area;
Commence further metallurgical test work over all prospective targets to assess recovery characteristics,
concentrate quality and variability;
Complete additional targeted drilling programs aimed at converting targets to JORC compliant resources;
Commence technical studies, including a conceptual mining study, to assess the viability of a future mining
All of these activities are inherently risky and the Board is unable to provide certainty of the expected results of
these activities, or that any or all of these likely developments will be achieved. The material business risks faced
by the Group that could have an effect on the Group’s future prospects, and how the Group manages these risks,
and
operation.
include:
The Group’s activities are subject to the laws of Gabon and France – The Kroussou Project is located in Gabon,
which is a less developed country than Australia, and has associated political, economic, legal and social risks. These
various risks and uncertainties could include, but are not limited to, exchange rate fluctuations, potential for higher inflation,
labour unrest, the risks of expropriation and nationalisation, renegotiation or nullification of existing concessions, licences,
permits and contracts, illegal mining, changes in taxation policies, changes in the Mining Code, restrictions on foreign
exchange and repatriation and changing political conditions, currency controls and restrictions on imports of equipment
and consumables and on the use of foreign contractors. Changes, if any, in mining or investment policies or shifts in
political attitude in Gabon may impact the operations or profitability of the Group. Operations may be affected in varying
degrees by government regulations with respect to, but not limited to, production, price controls, export controls, foreign
currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental
legislation, land use, land claims of local people, water use and mine safety.
Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and
tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties
as joint venture partners with carried or other interests. Outcomes in courts in Gabon and France may be less predictable
than in Australia, which could affect the enforceability of contracts entered into by the Group in Gabon. The occurrence of
these various factors and uncertainties cannot be accurately predicted and could impact on the operations or profitability
of the Group. The Group has made its investment and strategic decisions based on the information currently available to
the Directors, however should there be any material change in the political, economic, legal and social environments in
Gabon, the Directors may reassess investment decisions and commitments to assets in Gabon.
The Group’s exploration properties may never be brought into production – The Group is a mineral exploration
group, has no history of earnings, and does not have any producing mining operations. The Group has experienced losses
from exploration activities and until such time as the Group commences mining production activities, it expects to continue
to incur losses. No assurance can be given that the Group will identify a mineral deposit which is capable of being exploited
economically or which is capable of supporting production activities. The Group expects to continue to incur losses from
exploration activities in the foreseeable future;
The Group’s activities will require further capital – the exploration and any development of the Group’s exploration
properties will require substantial additional financing. Failure to obtain sufficient financing may result in delaying, or the
indefinite postponement of, exploration and any development of the Group’s properties or even a loss of property interest.
There can be no assurance that additional capital or other types of financing will be available if needed or that, if available,
the terms of such financing will be favourable to the Group;
The Group may be adversely affected by fluctuations in commodity prices – the prices of commodities can fluctuate
widely and are affected by numerous factors beyond the control of the Group. Future production, if any, from the Group’s
mineral properties will be dependent upon the price of commodities being adequate to make these properties economic.
The Group currently does not engage in any hedging or derivative transactions to manage commodity price risk. As the
Group’s operations change, this policy will be reviewed periodically going forward; and
Global financial conditions may adversely affect the Group’s growth and profitability – many industries, including
the mineral resource industry, are impacted by these market conditions. Some of the key impacts include contraction in
credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign
exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Group’s activities,
a slowdown in the financial markets or other economic conditions including current tensions may adversely affect the
Group’s growth and ability to finance its activities.
•
•
•
•
•
•
•
•
•
•
8
Business Strategies and Prospects for Future Financial Years
DIRECTORS
The names and details of the Company's directors in office at any time during the financial year or since the end of
the financial year are:
Directors
Mr John Welborn
Mr Neil Inwood
Mr Ian Middlemas
Mr Robert Behets
Mr Hugo Schumann
Mr Ajay Kejriwal
Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Unless otherwise stated, Directors held their office from 1 July 2021 until the date of this report.
CURRENT DIRECTORS AND OFFICERS
Mr John Welborn B.Com, FCA, FAIM, MAICD, MAusIMM, JP
Non-Executive Chairman
Mr Welborn is a Chartered Accountant with a Bachelor of Commerce degree from the University of Western
Australia and is a Fellow of the Institute of Chartered Accountants in Australia, a Fellow of the Australian Institute
of Management and is a member of the Australian Institute of Mining and Metallurgy, and the Australian Institute of
Company Directors.
Mr Welborn has extensive experience in the resources sector as a senior executive and in corporate management,
finance and investment banking. Mr Welborn was previously the Managing Director of Resolute Mining Limited and
the Head of Specialised Lending in Western Australia for Investec Bank (Australia) Ltd.
Mr Welborn was appointed a Director of the Company on 22 February 2021. During the three-year period to the
end of the financial year, Mr Welborn has held directorships in Fenix Resources Limited (November 2021 – present),
Orbital Corporation Limited (June 2014 – present), Equatorial Resources Limited (August 2010 – present) and
Resolute Mining Limited (February 2015 – October 2020).
Mr Neil Inwood MSc (Ore Deposit Geology), BSc (Applied Geology), FAUSIMM
Managing Director
Mr Inwood is a Geologist with over 25 years' international experience in the exploration and mining industry,
particularly in base metals, gold and speciality metals. He has had significant management, consulting, and venture
capital experience, and was previously Managing Director of Berkut Minerals Limited, Executive Geologist with
Verona Capital, Principal Resource Geologist with Coffey Mining, and spent nine years with Barrick Gold.
Mr Inwood led the geological team that established the world-class endowment of the Panda Hill Niobium Project
in Tanzania. He holds a Master's Degree in Geology and is Fellow of The Australasian Institute of Mining and
Metallurgy.
Mr Inwood was appointed a Director of the Company on 22 February 2021. During the three-year period to the end
of the financial year, Mr Inwood had held a directorship in Berkut Minerals Limited (April 2017 – August 2019).
Mr Ian Middlemas B.Com, CA
Non-Executive Director
Mr Middlemas is a Chartered Accountant, a member of the Australian Institute of Company Directors and holds a
Bachelor of Commerce degree. He worked for a large international Chartered Accounting firm before joining the
Normandy Mining Group where he was a senior group executive for approximately 10 years. He has had extensive
corporate and management experience, and is currently a director with a number of publicly listed companies in the
resources sector.
Mr Middlemas was appointed a Director of the Company on 8 July 2016. During the three year period to the end of
the financial year, Mr Middlemas has held directorships in, Constellation Resources Limited (November 2017 –
present), GCX Metals Limited (October 2013 – present), Berkeley Energia Limited (April 2012 – present), GreenX
Metals Limited (August 2011 – present), Salt Lake Potash Limited (Administrators Appointed) (Receivers and
Managers Appointed) (January 2010 – present), Equatorial Resources Limited (November 2009 – present),
Sovereign Metals Limited (July 2006 – present), Odyssey Gold Limited (September 2005 – present), Peregrine
Gold Limited (September 2020 – February 2022), Piedmont Lithium Limited (September 2009 – December 2020)
and Cradle Resources Limited (May 2016 – July 2019).
Apollo Minerals Limited ANNUAL REPORT 2022
9
DIRECTORS’ REPORT
(Continued)
CURRENT DIRECTORS AND OFFICERS (Continued)
Mr Robert Behets B.Sc(Hons), FAusIMM, MAIG
Non-Executive Director
Mr Behets is a geologist with over 30 years’ experience in the mineral exploration and mining industry in Australia
and internationally. He has had extensive corporate and management experience and has been Director of a
number of ASX-listed companies in the resources sector including Mantra Resources Limited (“Mantra”), Papillon
Resources Limited and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and
development of Mantra, an African-focused uranium company, through to its acquisition by ARMZ for approximately
A$1 billion in 2011. Prior to Mantra, he held various senior management positions during a long career with WMC
Resources Limited.
Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in
exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of
commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and
Metallurgy, a Member of the Australian Institute of Geoscientists and was previously a member of the Australasian
Joint Ore Reserves Committee (“JORC”).
Mr Behets was appointed a Director of the Company on 12 October 2016. During the three-year period to the end
of the financial year, Mr Behets has also held directorships in Odyssey Gold Limited (August 2020 – present)
Constellation Resources Limited (June 2017 – present), Berkeley Energia Limited (April 2012 – present) and
Equatorial Resources Limited (February 2016 – present).
Mr Hugo Schumann MBA, CFA, B.Bus.Sci (Hons)
Non-Executive Director
Mr Schumann has more than fifteen years’ experience in the development and financing of mining, energy and
technology projects globally. He was named a Rising Star finalist in the 2022 Platts Global Metals Awards. He holds
an MBA from INSEAD, is a CFA Charterholder and holds a Bachelor of Business Science (Finance CA) from the
University of Cape Town. He currently resides in the USA and holds the position of Chief Financial Officer at Jetti
Resources, a technology driven natural resources company.
Mr Schumann was appointed a Director of the Company on 2 May 2018. During the three year period to the end of
the financial year, Mr Schumann has not held any other directorships in listed companies.
Mr Ajay Kejriwal B.Sc (Economics), ACA
Non-Executive Director
Mr Kejriwal has over 30 years’ experience in finance and commerce, and is currently a consultant to Juniper Capital,
a natural resource investment and advisory business. Prior to Juniper Capital he was a banker leading many
investment transactions across oil and gas, mining, real estate and asset management sectors. He has previously
worked as a banker for the Principal Investments business at Nomura in London and Hong Kong, Cazenove and
Co and Morgan Stanley. Mr Kejriwal is a Chartered Accountant, having qualified with PricewaterhouseCoopers in
1994.
Mr Kejriwal was appointed a Director of the Company on 30 June 2017. During the three year period to the end of
the financial year, Mr Kejriwal has also held a directorship in Chesterfield Resources PLC, where he is currently
Interim CEO.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year consisted of mineral exploration and development of the
Kroussou.
EARNINGS PER SHARE
Basic and diluted loss per share
DIVIDENDS
2022
Cents
(0.40)
2021
Cents
(0.29)
No dividends were paid or declared since the start of the financial year. No recommendation for payment of
dividends has been made.
10
DIRECTORS’ REPORT
(Continued)
Mr Robert Behets B.Sc(Hons), FAusIMM, MAIG
Non-Executive Director
Mr Behets is a geologist with over 30 years’ experience in the mineral exploration and mining industry in Australia
and internationally. He has had extensive corporate and management experience and has been Director of a
number of ASX-listed companies in the resources sector including Mantra Resources Limited (“Mantra”), Papillon
Resources Limited and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and
development of Mantra, an African-focused uranium company, through to its acquisition by ARMZ for approximately
A$1 billion in 2011. Prior to Mantra, he held various senior management positions during a long career with WMC
Resources Limited.
Mr Behets has a strong combination of technical, commercial and managerial skills and extensive experience in
exploration, mineral resource and ore reserve estimation, feasibility studies and operations across a range of
commodities, including uranium, gold and base metals. He is a Fellow of The Australasian Institute of Mining and
Metallurgy, a Member of the Australian Institute of Geoscientists and was previously a member of the Australasian
Joint Ore Reserves Committee (“JORC”).
Mr Behets was appointed a Director of the Company on 12 October 2016. During the three-year period to the end
of the financial year, Mr Behets has also held directorships in Odyssey Gold Limited (August 2020 – present)
Constellation Resources Limited (June 2017 – present), Berkeley Energia Limited (April 2012 – present) and
Equatorial Resources Limited (February 2016 – present).
Mr Hugo Schumann MBA, CFA, B.Bus.Sci (Hons)
Non-Executive Director
Mr Schumann has more than fifteen years’ experience in the development and financing of mining, energy and
technology projects globally. He was named a Rising Star finalist in the 2022 Platts Global Metals Awards. He holds
an MBA from INSEAD, is a CFA Charterholder and holds a Bachelor of Business Science (Finance CA) from the
University of Cape Town. He currently resides in the USA and holds the position of Chief Financial Officer at Jetti
Resources, a technology driven natural resources company.
Mr Schumann was appointed a Director of the Company on 2 May 2018. During the three year period to the end of
the financial year, Mr Schumann has not held any other directorships in listed companies.
Mr Ajay Kejriwal B.Sc (Economics), ACA
Non-Executive Director
Mr Kejriwal has over 30 years’ experience in finance and commerce, and is currently a consultant to Juniper Capital,
a natural resource investment and advisory business. Prior to Juniper Capital he was a banker leading many
investment transactions across oil and gas, mining, real estate and asset management sectors. He has previously
worked as a banker for the Principal Investments business at Nomura in London and Hong Kong, Cazenove and
Co and Morgan Stanley. Mr Kejriwal is a Chartered Accountant, having qualified with PricewaterhouseCoopers in
Mr Kejriwal was appointed a Director of the Company on 30 June 2017. During the three year period to the end of
the financial year, Mr Kejriwal has also held a directorship in Chesterfield Resources PLC, where he is currently
The principal activities of the Group during the year consisted of mineral exploration and development of the
1994.
Interim CEO.
Kroussou.
PRINCIPAL ACTIVITIES
EARNINGS PER SHARE
Basic and diluted loss per share
DIVIDENDS
dividends has been made.
CURRENT DIRECTORS AND OFFICERS (Continued)
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group's operations are subject to various environmental laws and regulations under the relevant government's
legislation. Full compliance with these laws and regulations is regarded as a minimum standard for all operations
to achieve. Instances of environmental non-compliance by an operation are identified either by external compliance
audits or inspections by relevant government authorities.
There have been no known breaches of environmental laws and regulations by the Group during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
Other than as disclosed, as at the date of this report, there are no matters or circumstances which have arisen since
30 June 2022 that have significantly affected or may significantly affect:
•
•
•
the operations, in financial years subsequent to 30 June 2022, of the Group;
the results of those operations, in financial years subsequent to 30 June 2022, of the Group; or
the state of affairs, in financial years subsequent to 30 June 2022, of the Group.
DIRECTORS' INTERESTS
As at the date of this report, the Directors' interests in the securities of the Company are as follows:
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal(4)
Ordinary Shares(1)
Unlisted Options(2)
Performance Rights(3)
10,688,765
700,000
24,000,000
10,700,000
6,550,000
13,125,005
3,500,000
6,000,000
-
3,500,000
4,000,000
400,000
4,000,000
5,000,000
-
-
-
-
Notes:
(1)
(2)
(3)
(4)
“Ordinary Shares” means fully paid ordinary shares in the capital of the Company.
“Unlisted Options” means an Unlisted Option to subscribe for one Ordinary Share in the capital of the Company.
“Performance Rights” means a Performance Right that will convert into one ordinary share upon vesting and satisfaction of various milestones
and performance conditions.
Mr Kejriwal’s interest in the Ordinary Shares is an indirect interest in the securities held by Juniper Capital Partners Limited. Mr Kejriwal has
been nominated as a Director by Juniper Capital Partners Limited and he may be able to indirectly influence voting of the securities.
SHARE OPTIONS AND PERFORMANCE RIGHTS
4,875,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2023;
3,500,000 Unlisted Options exercisable at $0.06 each on or before 31 May 2023;
11,150,000 Unlisted Options exercisable at $0.05 each on or before 31 December 2023;
At the date of this report the following Unlisted Options and Performance Rights have been issued by the Company
over unissued capital:
•
•
•
•
•
•
•
•
1,000,000 Performance Rights which vest and convert upon the Scale Milestone being met on or before 17
June 2025;
11,400,000 Unlisted Options exercisable at $0.075 each on or before 31 December 2024;
1,000,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2024;
2,500,000 Unlisted Options exercisable at $0.15 each on or before 30 June 2024;
2,000,000 Unlisted Options exercisable at $0.10 each on or before 31 May 2024;
No dividends were paid or declared since the start of the financial year. No recommendation for payment of
2022
Cents
(0.40)
2021
Cents
(0.29)
•
•
4,000,000 Performance Rights which vest and convert upon the Resource Milestone being met on or before
17 June 2026; and
4,000,000 Performance Rights which vest and convert upon the Study Milestone being met on or before 17
June 2027.
During the year ended 30 June 2022 and up to the date of this report, 2,000,010 ordinary shares have been issued
as a result of the exercise of Unlisted Options and expiry of Performance Shares.
10
Apollo Minerals Limited ANNUAL REPORT 2022
11
DIRECTORS’ REPORT
(Continued)
DIRECTORS' MEETINGS
The number of meetings of directors held during the year and the number of meetings attended by each director
were as follows:
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal
Board Meetings
Number eligible to attend
Number attended
2
2
2
2
2
2
2
2
2
2
2
2
There were no Board committees during the financial year. The Board as a whole currently performs the functions
of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this will
be reviewed should the size and nature of the Group’s activities change.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person
who is or has been a director or officer of the Company or Group for any liability caused as such a director or officer
and any legal costs incurred by a director or officer in defending an action for any liability caused as such a director
or officer. The Company has paid, or agreed to pay, premiums in respect of Directors’ and Officers’ Liability
Insurance and Company Reimbursement policies for the 12 months ended 30 June 2022 and 2021, which cover
all Directors and officers of the Company against liabilities to the extent permitted by the Corporations Act 2001.
The policy conditions preclude the Company from any detailed disclosures including premium amount paid.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
NON-AUDIT SERVICES
During the financial year, the Company’s current auditor, Ernst & Young (or by another person or firm on the
auditor’s behalf) provided non-audit services relating to income tax preparation, totalling $9,500. The Company’s
former auditor, Deloitte Touche Tohmatsu provided no non-audit services (2021: nil).
12
The number of meetings of directors held during the year and the number of meetings attended by each director
DIRECTORS’ REPORT
(Continued)
DIRECTORS' MEETINGS
were as follows:
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal
Board Meetings
Number eligible to attend
Number attended
2
2
2
2
2
2
2
2
2
2
2
2
There were no Board committees during the financial year. The Board as a whole currently performs the functions
of an Audit Committee, Risk Committee, Nomination Committee, and Remuneration Committee, however this will
be reviewed should the size and nature of the Group’s activities change.
INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person
who is or has been a director or officer of the Company or Group for any liability caused as such a director or officer
and any legal costs incurred by a director or officer in defending an action for any liability caused as such a director
or officer. The Company has paid, or agreed to pay, premiums in respect of Directors’ and Officers’ Liability
Insurance and Company Reimbursement policies for the 12 months ended 30 June 2022 and 2021, which cover
all Directors and officers of the Company against liabilities to the extent permitted by the Corporations Act 2001.
The policy conditions preclude the Company from any detailed disclosures including premium amount paid.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
NON-AUDIT SERVICES
During the financial year, the Company’s current auditor, Ernst & Young (or by another person or firm on the
auditor’s behalf) provided non-audit services relating to income tax preparation, totalling $9,500. The Company’s
former auditor, Deloitte Touche Tohmatsu provided no non-audit services (2021: nil).
REMUNERATION REPORT (AUDITED)
This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration
of Key Management Personnel (“KMP”) of the Group.
Details of KMP
The KMP of the Group during or since the end of the financial year were as follows:
Directors
Mr John Welborn
Mr Neil Inwood
Mr Ian Middlemas
Mr Robert Behets
Mr Hugo Schumann
Mr Ajay Kejriwal
Other KMP
Mr Lachlan Lynch
Mr Dylan Browne
Non-Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary (appointed 11 November 2021)
CFO and Company Secretary (resigned 11 November 2021)
Unless otherwise disclosed, the KMP held their position from 1 July 2021 until the date of this report.
Remuneration Policy
The Group’s remuneration policy for its KMP has been developed by the Board taking into account the size of the
Group, the size of the management team for the Group, the nature and stage of development of the Group’s current
operations, and market conditions and comparable salary levels for companies of a similar size and operating in
similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific
issues in determining the remuneration policy for KMP:
•
the Group is currently focused on undertaking exploration and appraisal activities on existing projects, and
identifying and acquiring suitable new resource projects;
•
•
risks associated with small market capitalisation resource companies whilst exploring and developing
projects; and
other than profit which may be generated from asset sales, the Company does not expect to be undertaking
profitable operations until sometime after the commencement of commercial production on any of its
projects.
Executive Remuneration
The Group’s remuneration policy is to provide a fixed remuneration component and a performance based
component (short term incentive and long term incentive). The Board believes that this remuneration policy is
appropriate given the considerations discussed in the section above and is appropriate in aligning executives’
objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other
non-cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of
company and individual performance, relevant comparative remuneration externally and internally and, where
appropriate, external advice on policies and practices.
Performance Based Remuneration – Short Term Incentive
Executives may be entitled to an annual cash bonus upon achieving various key performance indicators (“KPI’s”),
as set by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has
determined that these KPI’s will include measures such as successful completion of exploration activities (e.g.
completion of exploration programs within budgeted timeframes and costs), development activities (e.g. completion
of scoping and/or feasibility studies), corporate activities (e.g. recruitment of key personnel) and business
development activities (e.g. project acquisitions and capital raisings). Prior to the end of each financial year, the
Board assesses performance against these criteria. No cash bonuses in respect of the 2022 financial year (2021:
nil) were paid.
12
Apollo Minerals Limited ANNUAL REPORT 2022
13
DIRECTORS’ REPORT
(Continued)
Performance Based Remuneration – Long Term Incentive
The Group has adopted a long-term employee equity incentive plan (“LTIP”) comprising the grant of Unlisted
Options and/or Performance Rights to reward KMP and key employees and consultants for long-term performance
of the Company. Shareholders approved the LTIP Plan (“Plan”) in November 2020.
To achieve its corporate objectives, the Group needs to attract, incentivise and retain its key employees and
contractors. The Board believes that grants of Performance Rights and/or Unlisted Options to KMP will provide a
useful tool to underpin the Group's employment and engagement strategy. Since inception, The Group has issued
25,050,000 securities to KMP, key employees and consultants under the LTIP.
(i)
Unlisted Options
The Group’s Plan provides for the issuance of Unlisted Options in order to attract and retain the services of KMP
and to provide an incentive linked to the performance of the Company.
The Board’s policy is to grant Unlisted Options to KMP with exercise prices at or above market share price (at the
time of agreement). As such, Unlisted Options granted to KMP are generally only of benefit if the KMP perform to
the level whereby the value of the Group increases sufficiently to warrant exercising the Unlisted Options granted.
Other than service-based vesting conditions (if any) and the exercise price required to exercise the unlisted Options,
there are no additional performance criteria on the Unlisted Options granted to executives, as given the speculative
nature of the Company’s activities and the small management team responsible for its running, it is considered the
performance of the KMP and the performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their exposure to Unlisted Options granted
as part of their remuneration package.
During the financial year 1,500,000 Unlisted Options (2021: 22,550,000) were granted to KMP and 1,000,000 to
key employees and consultants that are not classified as KMP. 2,000,000 Unlisted Options were exercised during
the financial year (2021: nil) however none were related to KMP. No Unlisted Options previously granted expired
or were cancelled during the financial year (2021: 6,700,000).
(ii)
Performance Rights
The Group has a Plan that provides for the issuance of unlisted Performance Rights which, upon satisfaction of the
relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share
for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon
conversion thereof.
The Plan enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors
needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic
goals and the long-term performance of the Group; (c) align the financial interest of participants of the Plan with
those of Shareholders; and (d) provide incentives to participants of the Plan to focus on superior performance that
creates Shareholder value.
Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Group
of certain performance conditions as determined by the Board from time to time. These performance conditions
must be satisfied in order for the Performance Rights to vest.
Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance
condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse.
During the 2022 financial year, 9,000,000 Performance Rights (2021: Nil) were granted to KMP and key employees.
No Performance Rights were converted during the current financial year (2021: none) and 4,835,000 Performance
Rights (2021: Nil) previously granted expired. The outstanding balance of Performance Rights granted as share
based payments on issue as at 30 June 2022 is represented by:
a) Scale Milestone - 1,000,000 performance rights that vest upon the completion and announcement by the Company to ASX
of the delineation of an Exploration Target (prepared and reported in accordance with the JORC Code by an external
competent person) with a tonnage upper limit of at least 100 million tonnes with a grade lower limit of at least 1% Zn-Pb at
the Company's projects in Gabon, on or before 17 June 2025;
b) Resource Milestone - 4,000,000 performance rights that vest upon the completion and announcement by the Company to
ASX of the delineation of a Mineral Resource estimate (comprising any one or more of the categories of Mineral Resources
and prepared and reported in accordance with the JORC Code by an external competent person) of at least 500,000 tonnes
of contained Zn+Pb at a grade of at least 0.5% Zn+Pb or the equivalent minerals at the Company’s projects in Gabon, on
or before 17 June 2026; and
c) Study Milestone - 4,000,000 performance rights that vest upon the completion and announcement by the Company to ASX
of the results of a Scoping Study or Feasibility Study (as defined, prepared and reported in accordance with the JORC
Code) at the Company’s projects in Gabon, on or before 17 June 2027.
14
DIRECTORS’ REPORT
(Continued)
Performance Based Remuneration – Long Term Incentive
The Group has adopted a long-term employee equity incentive plan (“LTIP”) comprising the grant of Unlisted
Options and/or Performance Rights to reward KMP and key employees and consultants for long-term performance
of the Company. Shareholders approved the LTIP Plan (“Plan”) in November 2020.
To achieve its corporate objectives, the Group needs to attract, incentivise and retain its key employees and
contractors. The Board believes that grants of Performance Rights and/or Unlisted Options to KMP will provide a
useful tool to underpin the Group's employment and engagement strategy. Since inception, The Group has issued
25,050,000 securities to KMP, key employees and consultants under the LTIP.
(i)
Unlisted Options
The Group’s Plan provides for the issuance of Unlisted Options in order to attract and retain the services of KMP
and to provide an incentive linked to the performance of the Company.
The Board’s policy is to grant Unlisted Options to KMP with exercise prices at or above market share price (at the
time of agreement). As such, Unlisted Options granted to KMP are generally only of benefit if the KMP perform to
the level whereby the value of the Group increases sufficiently to warrant exercising the Unlisted Options granted.
Other than service-based vesting conditions (if any) and the exercise price required to exercise the unlisted Options,
there are no additional performance criteria on the Unlisted Options granted to executives, as given the speculative
nature of the Company’s activities and the small management team responsible for its running, it is considered the
performance of the KMP and the performance and value of the Group are closely related.
The Company prohibits executives entering into arrangements to limit their exposure to Unlisted Options granted
as part of their remuneration package.
During the financial year 1,500,000 Unlisted Options (2021: 22,550,000) were granted to KMP and 1,000,000 to
key employees and consultants that are not classified as KMP. 2,000,000 Unlisted Options were exercised during
the financial year (2021: nil) however none were related to KMP. No Unlisted Options previously granted expired
or were cancelled during the financial year (2021: 6,700,000).
(ii)
Performance Rights
The Group has a Plan that provides for the issuance of unlisted Performance Rights which, upon satisfaction of the
relevant performance conditions attached to the Performance Rights, will result in the issue of an Ordinary Share
for each Performance Right. Performance Rights are issued for no consideration and no amount is payable upon
conversion thereof.
The Plan enables the Group to: (a) recruit, incentivise and retain KMP and other key employees and contractors
needed to achieve the Group's business objectives; (b) link the reward of key staff with the achievement of strategic
goals and the long-term performance of the Group; (c) align the financial interest of participants of the Plan with
those of Shareholders; and (d) provide incentives to participants of the Plan to focus on superior performance that
creates Shareholder value.
Performance Rights granted under the Plan to eligible participants will be linked to the achievement by the Group
of certain performance conditions as determined by the Board from time to time. These performance conditions
must be satisfied in order for the Performance Rights to vest.
Upon Performance Rights vesting, Ordinary Shares are automatically issued for no consideration. If a performance
condition of a Performance Right is not achieved by the expiry date then the Performance Right will lapse.
During the 2022 financial year, 9,000,000 Performance Rights (2021: Nil) were granted to KMP and key employees.
No Performance Rights were converted during the current financial year (2021: none) and 4,835,000 Performance
Rights (2021: Nil) previously granted expired. The outstanding balance of Performance Rights granted as share
based payments on issue as at 30 June 2022 is represented by:
a) Scale Milestone - 1,000,000 performance rights that vest upon the completion and announcement by the Company to ASX
of the delineation of an Exploration Target (prepared and reported in accordance with the JORC Code by an external
competent person) with a tonnage upper limit of at least 100 million tonnes with a grade lower limit of at least 1% Zn-Pb at
the Company's projects in Gabon, on or before 17 June 2025;
b) Resource Milestone - 4,000,000 performance rights that vest upon the completion and announcement by the Company to
ASX of the delineation of a Mineral Resource estimate (comprising any one or more of the categories of Mineral Resources
and prepared and reported in accordance with the JORC Code by an external competent person) of at least 500,000 tonnes
of contained Zn+Pb at a grade of at least 0.5% Zn+Pb or the equivalent minerals at the Company’s projects in Gabon, on
or before 17 June 2026; and
c) Study Milestone - 4,000,000 performance rights that vest upon the completion and announcement by the Company to ASX
of the results of a Scoping Study or Feasibility Study (as defined, prepared and reported in accordance with the JORC
Code) at the Company’s projects in Gabon, on or before 17 June 2027.
REMUNERATION REPORT (AUDITED) (Continued)
Non-Executive Director Remuneration
The Board’s policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. Given the current size, nature and risks of the Company, Unlisted Options and
Performance Rights have also been used to attract and retain Non-Executive Directors. The Board determines
payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties
and accountability. Independent external advice is sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by
shareholders at a General Meeting. Director’s fees paid to Non-Executive Directors accrue on a daily basis. Fees
for Non-Executive Directors are not linked to the performance of the Group. However, to align Directors’ interests
with shareholder interests, the Directors are encouraged to hold shares in the Company and Non-Executive
Directors may in limited circumstances receive Unlisted Options and Performance Rights in order to secure their
services.
The Company prohibits Non-Executive Directors from entering into arrangements to limit their exposure to Unlisted
Options granted as part of their remuneration package.
Fees for the Chairman are presently set at $75,000 (2021: $36,000 (reduced to $27,000 given market conditions
and effects of COVID-19)) per annum. Fees for Non-Executive Directors’ are presently set at between $36,000 and
$20,000 (2021: $20,000 (reduced to $15,000 given market conditions and effects of COVID-19)) per annum plus
compulsory superannuation where applicable. These fees cover main board activities only.
Non-Executive Directors may receive additional remuneration for other services provided to the Company, including
but not limited to, membership of committees.
Relationship between Remuneration of KMP and Shareholder Wealth
During the Company’s exploration and development phases of its business, the Board anticipates that the Company
will retain earnings (if any) and other cash resources for the exploration and development of its resource projects.
Accordingly, the Company does not currently have a policy with respect to the payment of dividends and returns of
capital. Therefore, there was no relationship between the Board’s policy for determining, or in relation to, the nature
and amount of remuneration of KMP and dividends paid and returns of capital by the Company during the current
and previous four financial years.
The Board did not determine, and in relation to, the nature and amount of remuneration of the KMP by reference to
changes in the price at which shares in the Company traded between the beginning and end of the current and the
previous four financial years. However, as noted previously, a number of KMP have received Unlisted Options
which generally will only be of value should the value of the Company’s shares increase sufficiently to warrant
exercising the Unlisted Options.
Relationship between Remuneration of KMP and Earnings
As discussed above, the Company is currently undertaking exploration activities and is actively pursuing new
business opportunities, and does not expect to be undertaking profitable operations (other than by way of material
asset sales, none of which is currently planned) until sometime after the successful commercialisation, production
and sales of commodities from one or more of its projects. Accordingly the Board does not consider earnings during
the current and previous four financial years when determining, and in relation to, the nature and amount of
remuneration of KMP.
The Board does not directly base remuneration levels on the Company’s share price or movement in the share
price over the financial year. However, as noted previously, a number of KMP have received Unlisted Options which
generally will only be of value should the value of the Company’s shares increase sufficiently to warrant exercising
the Unlisted Options granted.
14
Apollo Minerals Limited ANNUAL REPORT 2022
15
DIRECTORS’ REPORT
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Emoluments of Directors and Other KMP
Details of the nature and amount of each element of the emoluments of each of the KMP of Apollo Minerals Limited
are as follows:
2022
Directors
John Welborn(1)
Neil Inwood(2)
Ian Middlemas
Hugo Schumann
Robert Behets(3)
Ajay Kejriwal
Other KMP
Lachlan Lynch(4)
Dylan Browne(4)
Total
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Non-cash
Share based
payments
$
Percentage
performance
related
%
Total
$
104,167
292,376
36,000
20,000
47,000
20,000
-
-
2,917
5,000
-
-
2,000
-
-
-
9,187
70,546
-
-
-
-
116,271
367,922
36,000
20,000
49,000
20,000
44,019
15,934
44,019
15,934
519,543
9,917
139,686
669,146
8
19
-
-
-
-
100
100
Notes:
(1) In addition to Non-Executive Directors fees, Mr Welborn, was paid, or is payable, A$75,000 for additional services provided in respect of business
development activities which is included in Mr Welborn’s salary and fee amount.
(2) Appointed Managing Director on 3 May 2022, previously engaged as an Executive Director.
(3) In addition to Non-Executive Directors fees, Ouro Preto Pty Ltd, an entity associated with Mr Behets, was paid, or is payable, A$27,000 for
additional services provided in respect of exploration and business development activities which is included in Mr Behets’ salary and fee amount.
(4) Mr Browne and Mr Lynch provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo Group”).
During the financial year ended 30 June 2022, Apollo Group was paid or is payable A$240,000 (2021: $150,000) for the provision of serviced
office facilities and administrative, accounting, company secretarial and transaction services to the Group. Mr Browne resigned, and Mr Lynch
was appointed on 11 November 2021.
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Non-cash
Share based
payments
$
27,000
5,268
37,200
20,423
31,000
15,000
-
2,565
500
-
-
1,425
-
-
135,891
4,490
-
123,879
33,857
(80,805)
5,796
7,664
21,832
112,223
Percentage
performance
related
%
-
96
48
-
15
34
100
Total
$
29,565
129,647
71,057
(60,082)
38,221
22,664
21,832
252,904
2021
Directors
Ian Middlemas
John Welborn
Neil Inwood(1)
Hugo Schumann(2)
Robert Behets(3)
Ajay Kejriwal
Other KMP
Dylan Browne(4)
Total
Notes:
(1) Appointed 22 February 2021. In addition to the fees disclosed above, Sigma Resources Consulting Pty Ltd, an entity associated with Mr Inwood,
was paid A$63,900 for services provided in respect of exploration and business development activities which were incurred before Mr Inwood
became a Director.
(2) In addition to Directors fees, Mr Schumann was also engaged under a consultancy agreement which was paid A$5,423 and is included in Mr
Schumann’s salary and fee amount.
(3) In addition to Non-Executive Directors fees, Ouro Preto Pty Ltd, an entity associated with Mr Behets, was paid, or is payable, A$16,000 for
additional services provided in respect of exploration and business development activities which is included in Mr Behets’ salary and fee amount.
16
DIRECTORS’ REPORT
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Emoluments of Directors and Other KMP
Details of the nature and amount of each element of the emoluments of each of the KMP of Apollo Minerals Limited
are as follows:
2022
Directors
John Welborn(1)
Neil Inwood(2)
Ian Middlemas
Hugo Schumann
Robert Behets(3)
Ajay Kejriwal
Other KMP
Lachlan Lynch(4)
Dylan Browne(4)
Total
Notes:
2021
Directors
Ian Middlemas
John Welborn
Neil Inwood(1)
Hugo Schumann(2)
Robert Behets(3)
Ajay Kejriwal
Other KMP
Dylan Browne(4)
Total
Notes:
Short-term benefits
Salary &
fees
$
Super-
Non-cash
annuation
Share based
$
payments
Percentage
performance
related
%
Total
$
104,167
292,376
36,000
20,000
47,000
20,000
-
-
2,917
5,000
2,000
-
-
-
-
-
9,187
70,546
$
-
-
-
-
116,271
367,922
36,000
20,000
49,000
20,000
44,019
15,934
44,019
15,934
519,543
9,917
139,686
669,146
(1) In addition to Non-Executive Directors fees, Mr Welborn, was paid, or is payable, A$75,000 for additional services provided in respect of business
development activities which is included in Mr Welborn’s salary and fee amount.
(2) Appointed Managing Director on 3 May 2022, previously engaged as an Executive Director.
(3) In addition to Non-Executive Directors fees, Ouro Preto Pty Ltd, an entity associated with Mr Behets, was paid, or is payable, A$27,000 for
additional services provided in respect of exploration and business development activities which is included in Mr Behets’ salary and fee amount.
(4) Mr Browne and Mr Lynch provided services as the Company Secretary through a services agreement with Apollo Group Pty Ltd (“Apollo Group”).
During the financial year ended 30 June 2022, Apollo Group was paid or is payable A$240,000 (2021: $150,000) for the provision of serviced
office facilities and administrative, accounting, company secretarial and transaction services to the Group. Mr Browne resigned, and Mr Lynch
was appointed on 11 November 2021.
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Non-cash
Share based
payments
Percentage
performance
related
%
27,000
5,268
37,200
20,423
31,000
15,000
-
2,565
500
1,425
-
-
-
-
135,891
4,490
$
-
123,879
33,857
(80,805)
5,796
7,664
21,832
112,223
Total
$
29,565
129,647
71,057
(60,082)
38,221
22,664
21,832
252,904
(1) Appointed 22 February 2021. In addition to the fees disclosed above, Sigma Resources Consulting Pty Ltd, an entity associated with Mr Inwood,
was paid A$63,900 for services provided in respect of exploration and business development activities which were incurred before Mr Inwood
(2) In addition to Directors fees, Mr Schumann was also engaged under a consultancy agreement which was paid A$5,423 and is included in Mr
became a Director.
Schumann’s salary and fee amount.
(3) In addition to Non-Executive Directors fees, Ouro Preto Pty Ltd, an entity associated with Mr Behets, was paid, or is payable, A$16,000 for
additional services provided in respect of exploration and business development activities which is included in Mr Behets’ salary and fee amount.
8
19
-
-
-
-
100
100
-
96
48
-
15
34
100
Unlisted Options and Performance Rights Granted to KMP
Details of the value of Unlisted Options and Performance Rights granted, exercised or lapsed for KMP of the Group
during the 2022 financial year are as follows:
No. of
options &
rights
vested
during the
year
No. of
options &
rights
cancelled/
lapsed
Value of
options &
rights
granted(1)
$
Value of
options &
rights
cancelled/
lapsed(1)
$
Value of
options &
rights included
in
remuneration
$
No. of
options &
rights
granted
4,000,000
5,000,000
-
6,000,000
-
-
-
-
1,500,000
-
-
-
-
-
-
1,500,000
-
-
-
3,000,000
500,000
-
-
-
260,000
325,000
-
-
-
-
67,129
-
-
-
-
465,000
77,500
-
-
-
9,187
70,546
-
-
-
-
44,019
15,934
2022
Directors
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal
Other KMP
Lachlan Lynch
Dylan Browne
Notes:
(1) Determined at the time of grant per AASB 2. For details on the valuation of Unlisted Options and Performance Rights, including models and
assumptions used, please refer to Note 19 of the financial statements.
Details of Incentive Options and Performance Rights granted to each KMP of the Group during the current and
previous financial year are as follows:
Type
Grant date
Expiry date
Directors
Neil Inwood
John Welborn
Hugo Schumann
Robert Behets
Ajay Kejriwal
Other KMP
Lachlan Lynch
Dylan Browne
Rights
Rights
Rights
Options
Options
Rights
Rights
Options
Options
Options
Options
Options
Options
Options
Options
Options
Options
Options
14-Jun-22
14-Jun-22
14-Jun-22
26-Nov-20
26-Nov-20
14-Jun-22
14-Jun-22
17-Feb-21
17-Feb-21
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
17-Jun-25
17-Jun-26
17-Jun-27
31-Dec-23
31-Dec-24
17-Jun-26
17-Jun-27
31-Dec-23
31-Dec-24
31-Dec-23
31-Dec-24
31-Dec-23
31-Dec-24
31-Dec-23
31-Dec-24
Vesting
date
17-Jun-25
17-Jun-26
17-Jun-27
26-Nov-21
23-May-22
17-Jun-26
17-Jun-27
17-Feb-21
17-Feb-21
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
26-Nov-20
3-Nov-21
9-Oct-20
9-Oct-20
30-Jun-24
31-Dec-23
31-Dec-24
3-Nov-22
9-Oct-21
9-Apr-22
Exercise
Price
$
Grant
date fair
value(1)
$
-
-
-
0.050
0.075
-
-
0.050
0.075
0.050
0.075
0.050
0.075
0.050
0.075
0.15
0.050
0.075
0.065
0.065
0.065
0.019
0.019
0.065
0.065
0.036
0.035
0.019
0.019
0.019
0.019
0.019
0.019
0.045
0.017
0.018
Number
granted
1,000,000
2,000,000
2,000,000
3,000,000
3,000,000
2,000,000
2,000,000
1,750,000
1,750,000
1,750,000
1,750,000
2,000,000
2,000,000
200,000
200,000
1,500,000
1,500,000
1,500,000
16
Apollo Minerals Limited ANNUAL REPORT 2022
17
Notes:
(1) Determined at the time of grant per AASB 2. For details on the valuation of Unlisted Options and Performance Rights, including models and
assumptions used, please refer to Note 19 of the financial statements.
DIRECTORS’ REPORT
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Employment Contracts with Directors and KMP
Current Directors
Mr John Welborn, Non-Executive Chairman, has a letter of appointment confirming the terms and conditions of his
appointment as non-executive chairman of the Company dated 3 May 2022. In accordance with the terms of this
letter of appointment, Mr Welborn receives a fee of $75,000 per annum plus superannuation.
Mr Neil Inwood, Managing Director, has an employment agreement confirming the terms and conditions of his
appointment as Managing Director of the Company dated 3 May 2022. The agreement specifies the duties and
obligations to be fulfilled by the Managing Director. The contract has no fixed term and may be terminated by the
Company by giving 3 months’ notice. No amount is payable in the event of termination for neglect or incompetence
in regards to the performance of duties. In accordance with the terms of the employment agreement, Mr Inwood
receives an annual salary of $300,000 plus superannuation.
Mr Ian Middlemas, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 8 July 2016. In accordance with the terms of this
letter of appointment, Mr Middlemas receives a fee of $36,000 per annum plus superannuation.
Mr Robert Behets, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 21 February 2017. In accordance with the terms of
this letter of appointment, Mr Behets receives a fee of $20,000 per annum plus superannuation. Mr Behets also has
a services agreement with the Company effective 15 August 2016, which provides for a consultancy fee at the rate
of $1,000 per day for management and technical services provided by Mr Behets. Either party may terminate the
agreement without penalty or payment by giving one months’ notice.
Mr Hugo Schumann, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 2 May 2018. In accordance with the terms of this
letter of appointment, Mr Schumann receives a fee of $20,000 per annum. Mr Schumann also has a services
agreement with the Company effective 1 October 2019, which provides for a consultancy fee at the rate of £600
per day for management services provided by Mr Schumann. Either party may terminate the agreement without
penalty or payment by giving one months’ notice.
Mr Ajay Kejriwal, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 28 June 2017. In accordance with the terms of this
letter of appointment, Mr Kejriwal receives a fee of $20,000 per annum.
Loans from KMP
No loans were provided to or received from KMP during the year ended 30 June 2022 (2021: Nil).
Equity instruments held by KMP
Unlisted Options and Performance Rights holdings of KMP
2022
Directors
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal
Other KMP
Lachlan Lynch(1)
Dylan Browne(2)
Held at 1
July 2021
Granted as
Compen-
sation
Exercised/
Converted/
Lapsed
Net
Other
Changes
Held at
30 June 2022
Vested and
Exercisable at
30 June 2022
(#)
(#)
(#)
(#)
(#)
(#)
3,500,000
6,000,000
-
6,500,000
4,500,000
400,000
4,000,000
5,000,000
-
-
-
-
-
-
-
(3,000,000)
(500,000)
-
-(1)
3,380,000
1,500,000
-
-
-
-
-
-
-
-
-
7,500,000
11,000,000
-
3,500,000
4,000,000
400,000
3,500,000
6,000,000
-
3,500,000
4,000,000
400,000
1,500,000
3,380,000(2)
-
1,500,000(2)
Notes:
(1) As at date of appointment date being 11 November 2021.
(2) As at date of resignation date being 11 November 2021.
18
DIRECTORS’ REPORT
(Continued)
REMUNERATION REPORT (AUDITED) (Continued)
Employment Contracts with Directors and KMP
Current Directors
Mr John Welborn, Non-Executive Chairman, has a letter of appointment confirming the terms and conditions of his
appointment as non-executive chairman of the Company dated 3 May 2022. In accordance with the terms of this
letter of appointment, Mr Welborn receives a fee of $75,000 per annum plus superannuation.
Mr Neil Inwood, Managing Director, has an employment agreement confirming the terms and conditions of his
appointment as Managing Director of the Company dated 3 May 2022. The agreement specifies the duties and
obligations to be fulfilled by the Managing Director. The contract has no fixed term and may be terminated by the
Company by giving 3 months’ notice. No amount is payable in the event of termination for neglect or incompetence
in regards to the performance of duties. In accordance with the terms of the employment agreement, Mr Inwood
receives an annual salary of $300,000 plus superannuation.
Mr Ian Middlemas, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 8 July 2016. In accordance with the terms of this
letter of appointment, Mr Middlemas receives a fee of $36,000 per annum plus superannuation.
Mr Robert Behets, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 21 February 2017. In accordance with the terms of
this letter of appointment, Mr Behets receives a fee of $20,000 per annum plus superannuation. Mr Behets also has
a services agreement with the Company effective 15 August 2016, which provides for a consultancy fee at the rate
of $1,000 per day for management and technical services provided by Mr Behets. Either party may terminate the
agreement without penalty or payment by giving one months’ notice.
Mr Hugo Schumann, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 2 May 2018. In accordance with the terms of this
letter of appointment, Mr Schumann receives a fee of $20,000 per annum. Mr Schumann also has a services
agreement with the Company effective 1 October 2019, which provides for a consultancy fee at the rate of £600
per day for management services provided by Mr Schumann. Either party may terminate the agreement without
penalty or payment by giving one months’ notice.
Mr Ajay Kejriwal, Non-Executive Director, has a letter of appointment confirming the terms and conditions of his
appointment as a non-executive director of the Company dated 28 June 2017. In accordance with the terms of this
letter of appointment, Mr Kejriwal receives a fee of $20,000 per annum.
Loans from KMP
No loans were provided to or received from KMP during the year ended 30 June 2022 (2021: Nil).
Equity instruments held by KMP
Unlisted Options and Performance Rights holdings of KMP
2022
Directors
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal
Other KMP
Lachlan Lynch(1)
Dylan Browne(2)
Held at 1
July 2021
Granted as
Compen-
sation
Exercised/
Converted/
Net
Other
Vested and
Held at
Exercisable at
Lapsed
Changes
30 June 2022
30 June 2022
(#)
(#)
(#)
(#)
(#)
(#)
3,500,000
6,000,000
-
6,500,000
4,500,000
400,000
4,000,000
5,000,000
(3,000,000)
(500,000)
-
-
-
-
-
-
-
-
-
-
7,500,000
11,000,000
-
3,500,000
4,000,000
400,000
3,500,000
6,000,000
3,500,000
4,000,000
400,000
-
-
-
-
-
-
-
-
-
-(1)
1,500,000
3,380,000
1,500,000
3,380,000(2)
1,500,000(2)
Notes:
(1) As at date of appointment date being 11 November 2021.
(2) As at date of resignation date being 11 November 2021.
Performance Share holdings of KMP
2022
Directors
Ajay Kejriwal(1)
Held at 1
July 2021
(#)
Granted as
compensation
(#)
Exercised/Conv
erted/Lapsed
(#)
Purchases
(#)
Net Other
Changes
(#)
56,875,000
-
(56,875,000)
-
-
Held at
30 June 2022
(#)
-
Notes:
(1) Mr Kejriwal’s interest in the Performance Shares is an indirect interest in the securities held by Juniper Capital Partners Limited. Mr Kejriwal
has been nominated as a Director by Juniper Capital Partners Limited and he may be able to indirectly influence voting of the securities.
Ordinary Shareholdings of KMP
Held at 1 July
2021
(#)
Purchases
(#)
Exercise of
Options/Conve
rsion of Rights
Net Other
Changes
Held at
30 June 2022
(#)
(#)
2022
Directors
John Welborn
Neil Inwood
Ian Middlemas
Hugo Schumann
Robert Behets
Ajay Kejriwal(1)
Other KMP
Lachlan Lynch
Dylan Browne
9,500,000
700,000
24,000,000
10,700,000
6,550,000
13,125,000
1,188,765
-
-
-
-
-
1,896,890(2)
2,603,704
62,500
46,296
(#)
-
-
-
-
-
-
-
-
-
-
-
-
-
5
-
-
10,688,765
700,000
24,000,000
10,700,000
6,550,000
13,125,005
1,959,390
2,650,000(3)
Notes:
(1) Mr Kejriwal’s interest in the Ordinary Shares is an indirect interest in the securities held by Juniper Capital Partners Limited. Mr Kejriwal has
been nominated as a Director by Juniper Capital Partners Limited and he may be able to indirectly influence voting of the securities.
(2) As at date of appointment being 11 November 2021.
(3) As at date of resignation being 11 November 2021.
End of Remuneration Report
AUDITOR'S INDEPENDENCE DECLARATION
The lead auditor's independence declaration for the year ended 30 June 2022 has been received and can be found
on page 20 of the Directors' Report.
Signed in accordance with a resolution of the directors.
NEIL INWOOD
Managing Director
Perth, 30 September 2022
18
Apollo Minerals Limited ANNUAL REPORT 2022
19
AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of
Apollo Minerals Limited
As lead auditor for the audit of the financial report of Apollo Minerals Limited for the financial year
ended 30 June 2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Apollo Minerals Limited and the entities it controlled during the
financial year.
Ernst & Young
Pierre Dreyer
Partner
29 September 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
20
AUDITOR’S INDEPENDENCE DECLARATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Revenue and other income
Exploration and evaluation expenses
Corporate and administrative expenses
Business development expenses
Share based payment expenses
Other (losses)/gains
Loss before income tax
Income tax expense
Loss for the year
Other comprehensive income, net of income tax:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on foreign entities
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Loss attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive income/loss attributable to:
Owners of the parent
Non-controlling interests
Notes
3(a)
19
3(b)
5
2022
$
25,033
(82,364)
(686,922)
(444,447)
(212,588)
(424,177)
2021
$
29,497
-
(678,209)
(92,261)
(438,375)
5
(1,825,465)
(1,179,343)
-
-
(1,825,465)
(1,179,343)
(57,881)
(57,881)
(6,914)
(6,914)
(1,883,346)
(1,186,257)
(1,817,281)
(1,167,093)
(8,184)
(12,250)
(1,825,465)
(1,179,343)
(1,877,168)
(1,175,188)
(6,178)
(11,069)
(1,883,346)
(1,186,257)
Loss per share attributable to the ordinary equity holders
of the Company
Basic and diluted loss per share (cents per share)
13
(0.40)
(0.29)
The accompanying notes form part of these financial statements.
20
Apollo Minerals Limited ANNUAL REPORT 2022
21
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
ASSETS
Current Assets
Cash and cash equivalents
Other receivables
Total Current Assets
Non-Current Assets
Other financial assets
Property, plant and equipment
Exploration and evaluation assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
Equity Attributable To Members of Apollo Minerals
Limited
Non-controlling interests
TOTAL EQUITY
Notes
4(b)
6
7
8
9
2022
$
2021
$
3,687,684
87,420
3,775,104
322,014
179,973
7,546,153
8,048,140
3,044,814
35,839
3,080,653
390,036
4,472
2,227,180
2,621,688
11,823,244
5,702,341
1,135,681
8,426
1,144,107
357,643
-
357,643
1,144,107
357,643
10,679,137
5,344,698
10
11
12
64,212,722
(2,251,819)
57,353,695
(1,295,123)
(51,230,948)
(50,669,234)
10,729,955
5,389,338
(50,818)
(44,640)
10,679,137
5,344,698
The accompanying notes form part of these financial statements.
22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
TOTAL ASSETS
11,823,244
5,702,341
ASSETS
Current Assets
Cash and cash equivalents
Other receivables
Total Current Assets
Non-Current Assets
Other financial assets
Property, plant and equipment
Exploration and evaluation assets
Total Non-Current Assets
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
Limited
Non-controlling interests
TOTAL EQUITY
Notes
4(b)
6
7
8
9
2022
$
2021
$
3,687,684
87,420
3,775,104
322,014
179,973
7,546,153
8,048,140
3,044,814
35,839
3,080,653
390,036
4,472
2,227,180
2,621,688
1,135,681
8,426
1,144,107
357,643
-
357,643
1,144,107
357,643
10,679,137
5,344,698
10
11
12
64,212,722
(2,251,819)
57,353,695
(1,295,123)
(51,230,948)
(50,669,234)
10,729,955
5,389,338
(50,818)
(44,640)
10,679,137
5,344,698
Equity Attributable To Members of Apollo Minerals
The accompanying notes form part of these financial statements.
Attributable to the equity holders of the parent
Contributed
Equity
Share based
Payment
Reserve
Foreign
Currency
Translation
Reserve
Acquisition
Reserve
Accumulated
Losses
$
$
$
$
$
Non-
controlling
interests
$
Total
$
Total
Equity
$
57,353,695
1,743,985
(447,138)
(2,591,970)
(50,669,234)
5,389,338
(44,640)
5,344,698
-
-
-
-
-
-
-
(59,887)
(59,887)
7,260,000
(604,953)
158,117
29,980
(29,980)
174,000
18,033
-
-
(1,255,567)
212,588
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,817,281)
-
(1,817,281)
(59,887)
(8,184)
2,006
(1,825,465)
(57,881)
(1,817,281)
(1,877,168)
(6,178)
(1,883,346)
-
-
-
-
7,260,000
(446,836)
-
192,033
1,255,567
-
-
212,588
-
-
-
-
-
-
7,260,000
(446,836)
-
192,033
-
212,588
Balance at 1 July 2021
Net loss for the year
Other comprehensive income
Total comprehensive
income/(loss) for the year
Transactions with owners
recorded directly in equity:
Issue of shares
Share issue costs
Transfer from SBP reserve
upon exercise of options
Issue of securities for
Kroussou Acquisition
Transfer from SBP reserve
upon expiry of performance
shares
Share based payments
expense
Balance at 30 June 2022
64,212,722
847,176
(507,025)
(2,591,970)
(51,230,948)
10,729,955
(50,818)
10,679,137
Balance at 1 July 2020
Net loss for the year
Other comprehensive income
Total comprehensive
income/(loss) for the year
Transactions with owners
recorded directly in equity:
Issue of shares
Share issue costs
Cancellation of Unlisted
Options
Lapse of Unlisted Options
Share based payments
expense
54,149,500
2,057,515
(439,043)
(2,591,970)
(50,254,046)
2,921,956
(33,571)
2,888,385
-
-
-
3,250,000
(45,805)
-
-
-
-
-
-
-
-
(292,474)
(459,431)
438,375
-
(8,095)
(8,095)
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,167,093)
(1,167,093)
(12,250)
(1,179,343)
-
(8,095)
1,181
(6,914)
(1,167,093)
(1,175,188)
(11,069)
(1,186,257)
-
-
3,250,000
(45,805)
292,474
459,431
-
-
-
438,375
-
-
-
-
-
3,250,000
(45,805)
-
-
438,375
Balance at 30 June 2021
57,353,695
1,743,985
(447,138)
(2,591,970)
(50,669,234)
5,389,338
(44,640)
5,344,698
The accompanying notes form part of these financial statements.
22
Apollo Minerals Limited ANNUAL REPORT 2022
23
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Operating activities
Payments to suppliers and employees
Interest received
Government grants received
Notes
2022
$
2021
$
(987,967)
(715,065)
25,033
-
11,955
17,542
Net cash flows used in operating activities
4(a)
(962,934)
(685,568)
Investing activities
Payments for Kroussou Project Earn-In
Proceeds from sale of other financial assets
Payments for other financial assets
Cash inflow on acquisition of controlled entity
20
(4,991,612)
(2,070,918)
103,845
(460,000)
140,407
-
-
-
Net cash flows used in investing activities
(5,207,360)
(2,070,918)
Financing activities
Proceeds from issue of shares
Share issue costs
Net cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
10(b)
7,260,000
3,250,000
(446,836)
(45,805)
6,813,164
3,204,195
642,870
447,710
3,044,814
2,597,104
Cash and cash equivalents at the end of the year
4(b)
3,687,684
3,044,814
The accompanying notes form part of these financial statements.
24
Notes
2022
$
2021
$
(987,967)
(715,065)
25,033
-
11,955
17,542
Operating activities
Payments to suppliers and employees
Interest received
Government grants received
Investing activities
Payments for Kroussou Project Earn-In
Proceeds from sale of other financial assets
Payments for other financial assets
Net cash flows used in operating activities
4(a)
(962,934)
(685,568)
103,845
(460,000)
140,407
-
-
-
Cash inflow on acquisition of controlled entity
20
Net cash flows used in investing activities
(5,207,360)
(2,070,918)
Financing activities
Proceeds from issue of shares
Share issue costs
Net cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
10(b)
7,260,000
3,250,000
(446,836)
(45,805)
6,813,164
3,204,195
642,870
447,710
3,044,814
2,597,104
Cash and cash equivalents at the end of the year
4(b)
3,687,684
3,044,814
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies adopted in preparing the financial report of Apollo Minerals Limited (“Apollo
Minerals” or “Company”) and its consolidated entities (“Group”) for the year ended 30 June 2022 are stated to
assist in a general understanding of the financial report. Apollo Minerals is a Company limited by shares,
incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange
(“ASX”). The financial report of the Group for the year ended 30 June 2022 was authorised for issue in accordance
with a resolution of the Directors on 21 September 2022.
(a)
Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with Australian
Accounting Standards (“AASBs”) adopted by the Australian Accounting Standards Board (“AASB”) and the
Corporations Act 2001. The financial report has been prepared on a historical cost basis other than financial assets
carried at fair value. The financial report is presented in Australian dollars.
(4,991,612)
(2,070,918)
(b)
Statement of Compliance
The financial report complies with Australian Accounting Standards and International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board.
In the current financial year, the Group has adopted all of the new and revised Standards and Interpretations issued
by the AASB that are mandatory for the current annual reporting period. The adoption of these new and revised
Standards or Interpretations has had an immaterial impact (if any) on the Group. Any new or amended Accounting
Standards or Interpretations that are not yet mandatory have not been early adopted.
(c)
New and revised Australian Accounting Standards and Interpretations on issue but not yet
effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
effective have not been adopted by the Group for the annual reporting period ended 30 June 2022. Those which
may be relevant to the Group are set out in the table below, but these are not expected to have any significant
impact on the Group's financial statements as detailed below:
Standard/Interpretation
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-Current
AASB 2020-6 Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-Current – Deferral of Effective Date
(d)
Going Concern
Application
Date of
Standard
Application
Date for Group
1 January 2023
1 July 2023
1 January 2023
1 July 2023
This consolidated financial report has been prepared on the going concern basis, which assumes continuity of
normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of
business.
The Group has incurred a loss after tax of $1,817,281 (2021: $1,167,093) and had net cash outflows from operations
and investing activities of $6,170,294 (2021: $2,756,486). The Group has no source of operating cash inflows other
than interest income and funds sourced through capital raising activities. At 30 June 2022, the Group has cash and
cash equivalents totalling $3,687,684 (30 June 2021: $3,044,814) and net working capital (current assets less
current liabilities) of $2,630,997 (30 June 2021: $2,723,010).
The Group’s cash flow forecasts through to 30 September 2023 reflect that the Group will be required to raise
additional working capital during this period to enable it to meet its committed administration, exploration and
operational expenditure over this period. The Directors are satisfied that the Group will be able to secure additional
working capital as required via one or a combination of, a placement of shares, option conversions, rights issues,
or other corporate arrangements. Accordingly, the directors consider it appropriate to prepare the consolidated
financial statements on a going concern basis.
In the event the Group is unable to raise additional working capital to meet the Group’s ongoing operational and
exploration commitments as and when required, there is significant uncertainty as to whether the Group will be able
to meet its debts as and when they fall due and thus continue as a going concern. The consolidated financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts, nor to the amounts or classification of liabilities that might be necessary should the Group not be able to
continue as a going concern.
24
Apollo Minerals Limited ANNUAL REPORT 2022
25
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
(e)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at
30 June 2022 and the results of all subsidiaries for the year then ended.
Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Company.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-
consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses
and profits and losses between Group companies, are eliminated.
Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income
and are presented within equity in the consolidated statement of financial position, separately from the equity of the
owners of the parent. Total comprehensive income within a subsidiary is attributed to the non-controlling interest
even if that results in a deficit balance. A change in the ownership interest of a subsidiary that does not result in a
loss of control is accounted for as an equity transaction.
(f)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
short-term borrowings in current liabilities on the statement of financial position.
(g)
Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less any Expected Credit Loss (“ECL”).
An estimate for the ECL is made based on the historical risk of default and expected loss rates at the inception of
the transaction. Inputs are selected for the ECL impairment calculation based on the Company’s past history,
existing market conditions as well as forward looking estimates.
26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
(e)
Principles of consolidation
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at
30 June 2022 and the results of all subsidiaries for the year then ended.
Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls an
entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Company.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-
consolidated from the date that control ceases. Intercompany transactions and balances, income and expenses
and profits and losses between Group companies, are eliminated.
Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income
and are presented within equity in the consolidated statement of financial position, separately from the equity of the
owners of the parent. Total comprehensive income within a subsidiary is attributed to the non-controlling interest
even if that results in a deficit balance. A change in the ownership interest of a subsidiary that does not result in a
loss of control is accounted for as an equity transaction.
(f)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
short-term borrowings in current liabilities on the statement of financial position.
(g)
Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less any Expected Credit Loss (“ECL”).
An estimate for the ECL is made based on the historical risk of default and expected loss rates at the inception of
the transaction. Inputs are selected for the ECL impairment calculation based on the Company’s past history,
existing market conditions as well as forward looking estimates.
(h)
Foreign currencies
Functional and presentation currency
The functional currency of each of the Group's entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the Company's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date
of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary
items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-
monetary items measured at fair value are reported at the exchange rate at the date when fair values were
determined.
Exchange differences arising on the translation of monetary items are recognised in the income statement, except
where deferred in equity as a qualifying cash flow or net investment hedge.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group's
presentation currency are translated as follows:
•
•
•
assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
income and expenses are translated at average exchange rates for the period; and
retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign
currency translation reserve in equity. These differences are recognised in profit or loss in the period in which the
operation is disposed of.
(i)
(i)
Property, Plant and Equipment
Cost
Plant and equipment is measured at cost less accumulated depreciation and impairment losses.
(ii)
Depreciation
Depreciation is provided on a straight line basis on all property, plant and equipment.
Major depreciation periods are:
Plant and equipment
Vehicles
2022
2021
2 – 10 years
2 – 5 years
3 – 5 years
-
26
Apollo Minerals Limited ANNUAL REPORT 2022
27
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
(j)
(i)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. The Group initially measures a financial asset
at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
(ii)
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•
•
•
•
Financial assets at amortised cost (not relevant to the Group);
Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the
Group);
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments); and
Financial assets at fair value through profit or loss (equity instruments).
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments:
Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other
income in the statement of profit or loss when the right of payment has been established, except when the Group
benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are
recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group did not elect to classify its equity investments under this category.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be
measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of
selling or repurchasing in the near term.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with
net changes in fair value recognised in the statement of profit or loss.
This category includes the listed equity investments which the Group had not irrevocably elected to classify at fair
value through OCI.
(iii)
Derecognition
A financial asset is derecognised (i.e., removed from the Group’s consolidated statement of financial position) when
the rights to receive cash flows from the asset have expired; or the Group has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a
third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards
of the asset, but has transferred control of the asset.
28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income (“OCI”), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. The Group initially measures a financial asset
at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Financial assets at amortised cost (not relevant to the Group);
Financial assets at fair value through OCI with recycling of cumulative gains and losses (not relevant to the
Group);
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments); and
Financial assets at fair value through profit or loss (equity instruments).
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments
designated at fair value through OCI when they meet the definition of equity under AASB 132 Financial Instruments:
Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other
income in the statement of profit or loss when the right of payment has been established, except when the Group
benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are
recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
The Group did not elect to classify its equity investments under this category.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be
measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of
selling or repurchasing in the near term.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with
net changes in fair value recognised in the statement of profit or loss.
This category includes the listed equity investments which the Group had not irrevocably elected to classify at fair
value through OCI.
(iii)
Derecognition
A financial asset is derecognised (i.e., removed from the Group’s consolidated statement of financial position) when
the rights to receive cash flows from the asset have expired; or the Group has transferred its rights to receive cash
flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a
third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards
of the asset, but has transferred control of the asset.
1.
(j)
(i)
•
•
•
•
28
(ii)
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
For purposes of subsequent measurement, financial assets are classified in four categories:
Loans and borrowings
(k)
(i)
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or
other financial liabilities (loans and borrowings, or payables).
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and
loans and borrowings.
(ii)
Subsequent measurement
After initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective
interest rate (“EIR”) method. Gains and losses are then recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near
term.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are recognised at the initial
date of recognition, and only if the criteria in AASB 9 are satisfied. The Group does not hold any financial liabilities
at fair value through profit or loss.
(l)
Payables
Liabilities are recognised for amounts to be paid in the future for goods and services received. Trade accounts
payable are normally settled within 60 days.
(m) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(n)
Revenue Recognition
Revenues are recognised at the fair value of the consideration received net of the amount of goods and services
tax (GST) payable to the taxation authority. Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and can be reliably measured.
Interest revenue is recognised as it accrues, taking into account the effective yield on the financial asset.
(o)
Employee Entitlements
A provision is made for the Group's liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within 12 months have been measured at the
amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later
than 12 months have been measured at the present value of the estimated future cash outflows to be made for
those benefits.
(p)
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the Company, on or before the end of the year but not distributed at balance date.
Apollo Minerals Limited ANNUAL REPORT 2022
29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(q)
Exploration and Evaluation Expenditure
Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method.
Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the
exploration for, and evaluation of, mineral resources before the technical feasibility and commercial viability of
extracting a mineral resource are demonstrable. For each area of interest, expenditure incurred in the acquisition
of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and
evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an
asset if:
the rights to tenure of the area of interest are current; and
(i)
(ii) at least one of the following conditions is also met:
•
the exploration and evaluation expenditures are expected to be recouped through successful development
and exploitation of the area of interest, or alternatively, by its sale; and
• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves,
and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore
is expensed as incurred, up until the technical feasibility and commercial viability of the project has been
demonstrated with a bankable feasibility study.
Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment
exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to
determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and
transferred to development properties, and then amortised over the life of the reserves associated with the area of
interest once mining operations have commenced. Recoverability of the carrying amount of the exploration and
evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the
respective areas of interest.
(r)
Income Tax
The income tax expense for the period is the tax payable on the current period's taxable income based on the
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when
the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively
enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary
differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised
in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business
combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future. 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.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are
recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be
recovered.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly
in equity. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same
taxation authority.
30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(q)
Exploration and Evaluation Expenditure
Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method.
Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the
exploration for, and evaluation of, mineral resources before the technical feasibility and commercial viability of
extracting a mineral resource are demonstrable. For each area of interest, expenditure incurred in the acquisition
of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and
evaluation asset. Exploration and evaluation assets are measured at cost at recognition and are recorded as an
asset if:
(i)
the rights to tenure of the area of interest are current; and
(ii) at least one of the following conditions is also met:
•
the exploration and evaluation expenditures are expected to be recouped through successful development
and exploitation of the area of interest, or alternatively, by its sale; and
• exploration and evaluation activities in the area of interest have not at the reporting date reached a stage
which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves,
and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation expenditure incurred by the Group subsequent to the acquisition of the rights to explore
is expensed as incurred, up until the technical feasibility and commercial viability of the project has been
demonstrated with a bankable feasibility study.
Capitalised exploration costs are reviewed at each reporting date to establish whether an indication of impairment
exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to
determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and
transferred to development properties, and then amortised over the life of the reserves associated with the area of
interest once mining operations have commenced. Recoverability of the carrying amount of the exploration and
evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the
respective areas of interest.
(r)
Income Tax
The income tax expense for the period is the tax payable on the current period's taxable income based on the
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial
statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when
the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively
enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable
temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary
differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised
in relation to these temporary differences if they arose on goodwill or in a transaction, other than a business
combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and
tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future. 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.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are
recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly
in equity. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off
current tax assets against tax liabilities and the deferred tax liabilities relate to the same taxable entity and the same
recovered.
taxation authority.
30
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(s)
Earnings per Share
Basic earnings per share (“EPS”) is calculated by dividing the net profit/loss attributable to members of the Company
for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary
shares of the Company, adjusted for any bonus issue or share consolidation.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs
associated with dilutive potential Ordinary Shares and the effect on revenues and expenses of conversion to
Ordinary Shares associated with dilutive potential Ordinary Shares, by the weighted average number of Ordinary
Shares and dilutive Ordinary Shares adjusted for any bonus issue or share consolidation.
(t)
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of
the cost of acquisition of the asset or as part of the expense. Receivables and payables in the statement of financial
position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis,
except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
(u)
Use and Revision of Accounting Estimates
The preparation of the financial report requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if
the revision affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amount recognised in the financial statements are
described Note 1(bb).
(v)
Issued Capital
Ordinary Shares are classified as equity. Issued and paid up capital is recognised at the fair value of the
consideration received by the Company. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the proceeds.
(w) Operating Segments
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components of
the same entity), whose operating results are regularly reviewed by the entity's chief operating decision maker to
make decisions about resources to be allocated to the segment and assess its performance and for which discrete
financial information is available. The chief operating decision maker has been identified as the Board of Directors,
taken as a whole. This includes start up operations which are yet to earn revenues. Management will also consider
other factors in determining operating segments such as the existence of a line manager and the level of segment
information presented to the board of directors.
Operating segments have been identified based on the information provided to the Board of Directors.
The group aggregates two or more operating segments when they have similar economic characteristics, and the
segments are similar in each of the following respects:
• Nature of the products and services,
• Nature of the production processes,
•
Type or class of customer for the products and services,
• Methods used to distribute the products or provide the services, and if applicable
• Nature of the regulatory environment.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However,
an operating segment that does not meet the quantitative criteria is still reported separately where information about
the segment would be useful to users of the financial statements.
Information about other business activities and operating segments that are below the quantitative criteria are
combined and disclosed in a separate category for “all other segments”.
Apollo Minerals Limited ANNUAL REPORT 2022
31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
(x)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Assets
The Group assesses at each reporting date whether there is an indication that an asset or group of assets (cash-
generating unit) may be impaired. If any such indication exists, or when annual impairment testing for an asset or
cash-generating unit is required, the Group makes an estimate of the asset's or cash-generating unit’s recoverable
amount.
An asset's or cash-generating unit’s recoverable amount is the higher of its fair value less costs of disposal and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated
to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to
which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount,
the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing
the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or cash-
generating unit.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset's or cash-generating unit’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset or cash-generating unit is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset or cash-generating unit in prior years.
Such reversal is recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future
periods to allocate the asset's or cash-generating unit’s revised carrying amount, less any residual value, on a
systematic basis over its remaining useful life.
(y)
Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives and trading and)
is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by
the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate
their fair values. 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.
(z)
Share based Payments
Equity-settled share based payments are provided to officers, employees, consultants and other advisors. These
share based payments are measured at the fair value of the equity instrument at the grant date. Where options
and rights are issued, fair value is determined using the Black Scholes option pricing model or the closing share
price on the date of grant respectively. Where ordinary shares are issued, fair value is determined using volume
weighted average price for ordinary shares for an appropriate period prior to the issue of the shares. Further details
on how the fair value of equity-settled share based payments has been determined can be found in Note 19.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on
the Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company revises
its estimate of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment
to the share based payments reserve.
Equity-settled share based payments may also be provided as consideration for the acquisition of assets. Where
ordinary shares are issued, the transaction is recorded at fair value based on the volume weighted average price
for ordinary shares for an appropriate period prior to the issue of the shares.
Where performance shares are issued, the transaction is recorded at fair value based on the volume weighted
average price for ordinary shares for an appropriate period prior to the issue of the performance shares, adjusted
for Management’s assessment of the probability that the relevant milestone for each class of performance share
will be met. The acquisition is then recorded as an asset or expensed in accordance with accounting standards.
32
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(aa) Acquisition of Assets
The directors may evaluate a group of assets that is acquired in a transaction is not a business combination. In
such cases the cost of acquisition is allocated to the individual identifiable assets (including intangible assets that
meet the definition of and recognition criteria for intangible assets in AASB 138) acquired and liabilities assumed
on the basis of their relative fair values at the date of purchase.
(bb) Significant judgements and key assumptions
The directors evaluate estimates and judgements incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events and
are based on current trends and economic data, obtained both externally and within the group.
(i)
Key judgements
Exploration and evaluation
The Group capitalises expenditure incurred in the acquisition of rights to explore and records this as an asset where
it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable
assessment of the existence of reserves (Note 1(q)). Please refer to Note 8 for further disclosure.
Share based payments
The Group measures the cost of share based payments issued to employees by reference to the fair value of the
equity instruments at the date at which they are granted. Estimation is required at the date of issue to determine
the fair value. The fair value is determined using an appropriate valuation model. The valuation basis and related
assumptions are detailed in Note 19. The accounting estimates and assumptions relating to the equity settled
transactions would have no impact on the carrying value of assets and liabilities within the next annual reporting
period but may impact expenses and equity.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
1.
(x)
Impairment of Assets
The Group assesses at each reporting date whether there is an indication that an asset or group of assets (cash-
generating unit) may be impaired. If any such indication exists, or when annual impairment testing for an asset or
cash-generating unit is required, the Group makes an estimate of the asset's or cash-generating unit’s recoverable
amount.
An asset's or cash-generating unit’s recoverable amount is the higher of its fair value less costs of disposal and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated
to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to
which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount,
the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. In assessing
the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or cash-
generating unit.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset's or cash-generating unit’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset or cash-generating unit is increased to its
recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset or cash-generating unit in prior years.
Such reversal is recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future
periods to allocate the asset's or cash-generating unit’s revised carrying amount, less any residual value, on a
systematic basis over its remaining useful life.
(y)
Fair Value Estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives and trading and)
is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by
the Group is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate
their fair values. 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.
(z)
Share based Payments
Equity-settled share based payments are provided to officers, employees, consultants and other advisors. These
share based payments are measured at the fair value of the equity instrument at the grant date. Where options
and rights are issued, fair value is determined using the Black Scholes option pricing model or the closing share
price on the date of grant respectively. Where ordinary shares are issued, fair value is determined using volume
weighted average price for ordinary shares for an appropriate period prior to the issue of the shares. Further details
on how the fair value of equity-settled share based payments has been determined can be found in Note 19.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on
the Company's estimate of equity instruments that will eventually vest. At each reporting date, the Company revises
its estimate of the number of equity instruments expected to vest. The impact of the revision of the original
estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment
to the share based payments reserve.
Equity-settled share based payments may also be provided as consideration for the acquisition of assets. Where
ordinary shares are issued, the transaction is recorded at fair value based on the volume weighted average price
for ordinary shares for an appropriate period prior to the issue of the shares.
Where performance shares are issued, the transaction is recorded at fair value based on the volume weighted
average price for ordinary shares for an appropriate period prior to the issue of the performance shares, adjusted
for Management’s assessment of the probability that the relevant milestone for each class of performance share
will be met. The acquisition is then recorded as an asset or expensed in accordance with accounting standards.
32
Apollo Minerals Limited ANNUAL REPORT 2022
33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
DIVIDENDS PAID OR PROVIDED FOR
2.
No dividend has been paid or provided for during the financial year (2021: nil).
3.
LOSS FROM OPERATIONS
(a)
Business development expenses
Marketing, investor relations, conferences
Business development legal fees
Travel and accommodation
Consultants and other
(b)
Other (Losses)/Gains
Fair value movements in financial assets
Other non-cash income
2022
$
2021
$
193,691
3,232
165,524
82,000
444,447
(424,177)
(424,177)
2022
$
-
48,641
-
43,620
92,261
5
5
2021
$
4.
(a)
STATEMENT OF CASH FLOWS
Reconciliation of the Net Loss After Tax to the Net Cash Flows
from Operations
Loss for the year
(1,825,465)
(1,179,343)
Adjustment for non-cash income and expense items
Equity settled share based payments
Depreciation
Other non-cash income
Change in operating assets and liabilities
(Increase)/decrease in receivables
Increase/(decrease) in trade and other payables, provisions
Net cash outflow from operating activities
(b)
Reconciliation of Cash
Cash at bank and on hand
Balance at 30 June
212,588
4,164
424,177
438,375
3,594
(5)
(17,958)
239,560
9,265
42,546
(962,934)
(685,568)
3,687,684
3,687,684
3,044,814
3,044,814
(c)
Non-cash financing and investing activities
During the financial year ended 30 June 2022, the Group issued 3,000,000 fully paid ordinary shares and 1,000,000
unlisted options exercisable at $0.12 each on or before 30 June 2024 in consideration for the acquisition of the
Kroussou Project in Gabon (Refer to Note 20 for further information) and issued 4,875,000 unlisted options
exercisable at $0.12 each on or before 30 June 2023 with a total value of $158,117 to brokers as a share issue cost
(2021: nil).
34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
2.
DIVIDENDS PAID OR PROVIDED FOR
No dividend has been paid or provided for during the financial year (2021: nil).
3.
LOSS FROM OPERATIONS
(a)
Business development expenses
Marketing, investor relations, conferences
Business development legal fees
Travel and accommodation
Consultants and other
(b)
Other (Losses)/Gains
Fair value movements in financial assets
Other non-cash income
4.
STATEMENT OF CASH FLOWS
(a)
Reconciliation of the Net Loss After Tax to the Net Cash Flows
from Operations
Loss for the year
Adjustment for non-cash income and expense items
Equity settled share based payments
Depreciation
Other non-cash income
Change in operating assets and liabilities
(Increase)/decrease in receivables
Increase/(decrease) in trade and other payables, provisions
Net cash outflow from operating activities
(b)
Reconciliation of Cash
Cash at bank and on hand
Balance at 30 June
2022
$
2021
$
193,691
3,232
165,524
82,000
444,447
(424,177)
(424,177)
48,641
43,620
92,261
-
-
5
5
2022
$
2021
$
(1,825,465)
(1,179,343)
212,588
4,164
424,177
438,375
3,594
(5)
(17,958)
239,560
9,265
42,546
(962,934)
(685,568)
3,687,684
3,687,684
3,044,814
3,044,814
(c)
Non-cash financing and investing activities
During the financial year ended 30 June 2022, the Group issued 3,000,000 fully paid ordinary shares and 1,000,000
unlisted options exercisable at $0.12 each on or before 30 June 2024 in consideration for the acquisition of the
Kroussou Project in Gabon (Refer to Note 20 for further information) and issued 4,875,000 unlisted options
exercisable at $0.12 each on or before 30 June 2023 with a total value of $158,117 to brokers as a share issue cost
(2021: nil).
5.
INCOME TAX
Recognised in the Statement of Comprehensive Income
(a)
Current income tax
Current income tax benefit in respect of the current year
Deferred income tax
Relating to origination and reversal of temporary differences
Income tax expense reported in the statement of comprehensive income
2022
$
2021
$
-
-
-
-
-
-
(b)
Reconciliation Between Tax Expense and Accounting Loss
Before Income Tax
Accounting loss before income tax
(1,825,465)
(1,179,343)
At the domestic income tax rate of 30% (2021: 30%)
(547,639)
(353,803)
Expenditure not allowable for income tax purposes
Deferred tax assets not brought to account
Income tax expense attributable to loss
(c)
Deferred Tax Assets and Liabilities
Deferred income tax at 30 June relates to the following:
Deferred Tax Liabilities
Prepayments
Financial assets at fair value through profit and loss
Deferred tax assets used to offset deferred tax liabilities
Deferred Tax Assets
Accrued expenditure
Provisions
Financial assets at fair value through profit and loss
Tax capital allowances
Tax losses available to offset against future taxable income
Capital losses available to offset against future capital gains
Deferred tax assets used to offset deferred tax liabilities
Deferred tax assets not brought to account
104,713
442,926
-
6,074
-
262,569
91,234
-
-
117,011
(6,074)
(117,011)
-
-
28,028
2,527
115,245
59,420
6,583,088
1,400,005
(6,074)
15,282
-
-
290,055
6,038,265
1,400,005
(117,011)
(8,182,239)
(7,626,596)
-
-
The benefit of deferred tax assets not brought to account will only be brought to account if:
•
•
•
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be
realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Group in realising the benefit.
(d)
Tax Consolidation
The Company and its wholly-owned Australian resident entities have not implemented the tax consolidation
legislation.
34
Apollo Minerals Limited ANNUAL REPORT 2022
35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
6.
OTHER FINANCIAL ASSETS
Financial assets at fair value through profit or loss:
Australian listed equity securities(1)
2022
$
2021
$
322,014
322,014
390,036
390,036
Note:
(1) The Company holds 2,300,100 fully paid ordinary shares (ASX: CR1). During the financial year ended 30 June 2022, the Company sold 700,000
CR1 options to raise gross proceeds of $103,845 and exercised the remaining 2,300,000 CR1 options resulting in the issue of 2,300,000 CR1
shares to the Company.
7.
PROPERTY, PLANT AND EQUIPMENT
Carrying amount at 1 July 2021
Additions on acquisition of subsidiary
Depreciation
Foreign exchange differences
Carrying amount at 30 June 2022
- At cost
Plant and
Equipment
$
4,472
115,907
(3,532)
186
117,033
247,835
Vehicles
Total
$
-
$
4,472
63,406
179,313
(632)
166
(4,164)
352
62,940
179,973
75,527
323,362
- accumulated depreciation and impairment
(130,802)
(12,587)
(143,389)
Carrying amount at 1 July 2020
Depreciation and amortisation
Foreign exchange differences
Carrying amount at 30 June 2021
- At cost
- accumulated depreciation and impairment
8,289
(3,594)
(223)
4,472
73,246
(68,774)
-
-
-
-
-
-
8,289
(3,594)
(223)
4,472
73,246
(68,774)
36
(1) The Company holds 2,300,100 fully paid ordinary shares (ASX: CR1). During the financial year ended 30 June 2022, the Company sold 700,000
CR1 options to raise gross proceeds of $103,845 and exercised the remaining 2,300,000 CR1 options resulting in the issue of 2,300,000 CR1
Note:
shares to the Company.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
6.
OTHER FINANCIAL ASSETS
Financial assets at fair value through profit or loss:
Australian listed equity securities(1)
7.
PROPERTY, PLANT AND EQUIPMENT
Carrying amount at 1 July 2021
Additions on acquisition of subsidiary
Depreciation
Foreign exchange differences
Carrying amount at 30 June 2022
- At cost
Carrying amount at 1 July 2020
Depreciation and amortisation
Foreign exchange differences
Carrying amount at 30 June 2021
- At cost
- accumulated depreciation and impairment
2022
$
2021
$
322,014
322,014
390,036
390,036
Vehicles
Total
$
4,472
63,406
179,313
(632)
166
(4,164)
352
62,940
179,973
75,527
323,362
8,289
(3,594)
(223)
4,472
73,246
(68,774)
$
-
-
-
-
-
-
-
Plant and
Equipment
$
4,472
115,907
(3,532)
186
117,033
247,835
8,289
(3,594)
(223)
4,472
73,246
(68,774)
2022
$
2021
$
8.
EXPLORATION AND EVALUATION ASSETS
(a)
Exploration and evaluation assets by area of interest
Kroussou Project (Gabon)
Total exploration and evaluation assets
7,546,153
7,546,153
2,227,180
2,227,180
(b)
Reconciliation of carrying amount:
Carrying amount at beginning of year
Earn-in spend at the Kroussou Project
Acquisition of remaining interest in Kroussou Project
Extinguishment of vendor obligations – royalty, decision to mine
Balance at end of financial year(1)
2,227,180
4,991,613
77,360
250,000
7,546,153
161,028
2,066,152
-
-
2,227,180
Notes:
(1) The ultimate recoupment of costs carried forward for exploration and evaluation expenditure is dependent on the successful development and
commercial exploitation or sale of the respective areas of interest.
- accumulated depreciation and impairment
(130,802)
(12,587)
(143,389)
9.
TRADE AND OTHER PAYABLES
Trade creditors
Accrued expenses
2022
$
1,042,254
93,427
1,135,681
2022
$
2021
$
311,643
46,000
357,643
2021
$
Note
10. CONTRIBUTED EQUITY
Issued Capital
481,272,360 (2021: 386,272,350) Ordinary Shares
10(b)
64,212,722
64,212,722
57,353,695
57,353,695
36
Apollo Minerals Limited ANNUAL REPORT 2022
37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
10. CONTRIBUTED EQUITY (Continued)
(b) Movements in Ordinary Shares During the Past Two Years Were as Follows:
Date
Details
1 Jul 2021
Opening Balance
15 Nov 2021
Issue of Placement shares
Various
Various
Issue of shares upon exercise of options
Transfer from SBP reserve upon exercise of options
21 Jun 2022
Issue of consideration shares - Kroussou
30 Jun 2022
Issue of shares upon expiry of Performance shares
Jul 21 to Jun 22 Share issue expenses
30 Jun 2022
Closing Balance
1 Jul 2020
Opening Balance
16 Apr 2021
Tranche 1 Placement Shares
20 Apr 2021
Tranche 1 Placement Shares
26 May 2021
Tranche 2 Placement Shares
Jul 20 to Jun 21 Share issue expenses
30 Jun 2021
Closing Balance
(c)
Rights Attaching to Ordinary Shares
Number of
Ordinary Shares
$
386,272,350
57,353,695
90,000,000
7,200,000
2,000,000
-
60,000
29,980
3,000,000
174,000
10
-
-
(604,953)
481,272,360
64,212,722
336,272,350
54,149,500
43,760,000
2,844,400
1,390,000
4,850,000
-
90,350
315,250
(45,805)
386,272,350
57,353,695
The rights attaching to fully paid ordinary shares (“Ordinary Shares”) arise from a combination of the Company's Constitution,
statute and general law. Ordinary Shares issued following the exercise of Unlisted Options or conversion of Performance Rights
in accordance with Note 19 will rank equally in all respects with the Company's existing Ordinary Shares.
Copies of the Company's Constitution are available for inspection during business hours at the Company's registered office. The
clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of
its shareholders and directors, including provisions to the following effect (when read in conjunction with the Corporations Act
2001 or Listing Rules).
(i)
Shares
The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the
directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares.
(ii)
Meetings of Members
Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations
Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all
members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual
communication devices. A quorum for a meeting of members is 2 shareholders.
(iii)
Voting
Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of
the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a
show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a
person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a
show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each
eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the
amount paid up on that share.
(iv)
Changes to the Constitution
The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members
present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the
resolution as a special resolution must be given.
(v)
Listing Rules
Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may be done that is
prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution
will be deemed to comply with the Listing Rules as amended from time to time.
38
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
10. CONTRIBUTED EQUITY (Continued)
(b) Movements in Ordinary Shares During the Past Two Years Were as Follows:
Date
Details
1 Jul 2021
Opening Balance
15 Nov 2021
Issue of Placement shares
Various
Various
Issue of shares upon exercise of options
2,000,000
Transfer from SBP reserve upon exercise of options
21 Jun 2022
Issue of consideration shares - Kroussou
3,000,000
174,000
30 Jun 2022
Issue of shares upon expiry of Performance shares
Number of
Ordinary Shares
$
386,272,350
57,353,695
90,000,000
7,200,000
60,000
29,980
-
(604,953)
-
10
-
481,272,360
64,212,722
336,272,350
54,149,500
43,760,000
2,844,400
1,390,000
4,850,000
-
90,350
315,250
(45,805)
386,272,350
57,353,695
Jul 21 to Jun 22 Share issue expenses
30 Jun 2022
Closing Balance
1 Jul 2020
Opening Balance
16 Apr 2021
Tranche 1 Placement Shares
20 Apr 2021
Tranche 1 Placement Shares
26 May 2021
Tranche 2 Placement Shares
Jul 20 to Jun 21 Share issue expenses
30 Jun 2021
Closing Balance
(c)
Rights Attaching to Ordinary Shares
The rights attaching to fully paid ordinary shares (“Ordinary Shares”) arise from a combination of the Company's Constitution,
statute and general law. Ordinary Shares issued following the exercise of Unlisted Options or conversion of Performance Rights
in accordance with Note 19 will rank equally in all respects with the Company's existing Ordinary Shares.
Copies of the Company's Constitution are available for inspection during business hours at the Company's registered office. The
clauses of the Constitution contain the internal rules of the Company and define matters such as the rights, duties and powers of
its shareholders and directors, including provisions to the following effect (when read in conjunction with the Corporations Act
2001 or Listing Rules).
(i)
Shares
(ii)
Meetings of Members
(iii)
Voting
The issue of shares in the capital of the Company and options over unissued shares by the Company is under the control of the
directors, subject to the Corporations Act 2001, ASX Listing Rules and any rights attached to any special class of shares.
Directors may call a meeting of members whenever they think fit. Members may call a meeting as provided by the Corporations
Act 2001. The Constitution contains provisions prescribing the content requirements of notices of meetings of members and all
members are entitled to a notice of meeting. A meeting may be held in two or more places linked together by audio-visual
communication devices. A quorum for a meeting of members is 2 shareholders.
Subject to any rights or restrictions at the time being attached to any shares or class of shares of the Company, each member of
the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a
show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. However, where a
person present at a general meeting represents personally or by proxy, attorney or representative more than one member, on a
show of hands the person is entitled to one vote only despite the number of members the person represents. On a poll each
eligible member has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the
amount paid up on that share.
(iv)
Changes to the Constitution
resolution as a special resolution must be given.
(v)
Listing Rules
The Company's Constitution can only be amended by a special resolution passed by at least three quarters of the members
present and voting at a general meeting of the Company. At least 28 days' written notice specifying the intention to propose the
Provided the Company remains admitted to the Official List, then despite anything in its Constitution, no act may be done that is
prohibited by the Listing Rules, and authority is given for acts required to be done by the Listing Rules. The Company's Constitution
will be deemed to comply with the Listing Rules as amended from time to time.
11. RESERVES
Share based payments reserve
Foreign currency translation reserve
Acquisition reserve
(a)
(i)
Nature and Purpose of Reserves
Share Based Payments Reserve
Note
2022
$
2021
$
11(b)
847,176
1,743,985
(507,025)
(447,138)
(2,591,970)
(2,591,970)
(2,251,819)
(1,295,123)
The Share Based Payments Reserve is used to record the fair value of Unlisted Options, Performance Rights and
Performance Shares issued by the Group.
(ii)
Foreign Currency Translation Reserve
The Foreign Currency Translation Reserve is used to record exchange differences arising on translation of foreign
controlled entities. The reserve is recognised in profit or loss when the net investment is disposed of.
(iii)
Acquisition Reserve
The Acquisition Reserve is used to record historical movements for equity-based acquisitions.
(b) Movements in share-based payments during the past two years:
Date
Details
Number of
Options
Number of
Performance
Rights
Number of
Performance
Shares
$
1 Jul 2021
Opening Balance
30,050,000
4,835,000
65,000,000
1,743,985
15 Nov 2021
Issue of Unlisted Broker Options
Various
Various
Issue of Unlisted Options
Exercise of Unlisted Options
31 Dec 2021
Expiry of Performance Rights
17 Jun 2022
Issue of Performance Rights
21 Jun 2022
Issue of consideration options -
Kroussou
30 Jun 2022
Expiry of Performance Shares
Jul 21 to Jun 22 Share-based payment expense
4,875,000
2,500,000
(2,000,000)
-
-
-
-
(4,835,000)
9,000,000
1,000,000
-
-
-
-
-
30 Jun 22
Closing Balance
36,425,000
9,000,000
158,117
114,245
(29,980)
-
21,732
18,033
-
-
-
-
-
(65,000,000)
(1,255,567)
-
-
76,611
847,176
1 Jul 2020
Opening Balance
14,200,000
4,835,000
65,000,000
2,057,515
31 Jul 2020
Cancellation of Unlisted Options
(3,700,000)
5 Dec 2020
Issue of Unlisted Options
Nov – Dec 20
Lapse of Unlisted Options
17 Feb 2021
Issue of Unlisted Options
30 June 2021
Expiry of Unlisted Options
19,050,000
(2,650,000)
3,500,000
(350,000)
Jul 20 to Jun 21 Share-based payment expense
-
-
-
-
-
-
-
-
-
-
-
-
-
(292,474)
269,733
(394,786)
123,878
(64,645)
44,764
30 Jun 21
Closing Balance
30,050,000
4,835,000
65,000,000
1,743,985
38
Apollo Minerals Limited ANNUAL REPORT 2022
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
12. ACCUMULATED LOSSES
Balance at the beginning of financial year
Transfer to accumulated losses for expired incentive securities
Net loss for the year
13. EARNINGS PER SHARE
Basic and Diluted Loss per Share
2022
$
2021
$
(50,669,234)
(50,254,046)
1,255,567
751,905
(1,817,281)
(1,167,093)
(51,230,948)
(50,669,234)
2022
Cents
2021
Cents
(0.40)
(0.29)
2022
$
2021
$
The following reflects the income and share data used in the calculations of
basic and diluted earnings per share:
Net loss attributable to members of the Company
(1,817,281)
(1,167,093)
Earnings used in calculating basic and diluted earnings per share from
continuing operations
(1,817,281)
(1,167,093)
Number of
Ordinary
Shares
2022
Number of
Ordinary
Shares
2021
Weighted average number of Ordinary Shares used in calculating basic
and diluted earnings per share
458,133,378
401,444,337
Basic and diluted earnings per share for all periods prior to the share placement issuance on 15 November 2021
have been restated by an adjustment factor of 1.04 to account for the impact of the share placement.
(a)
Non-Dilutive Securities
As at 30 June 2022, there were 36,425,000 Unlisted Options and 9,000,000 Performance Rights (which represent
45,425,000 potential Ordinary Shares) which were not dilutive as they would decrease the loss per share.
(b)
Conversions, Calls, Subscriptions or Issues after 30 June 2022
There have been no conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary
Shares since the reporting date and before completion of this financial report.
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
12. ACCUMULATED LOSSES
Balance at the beginning of financial year
Transfer to accumulated losses for expired incentive securities
Net loss for the year
13. EARNINGS PER SHARE
Basic and Diluted Loss per Share
2022
$
2021
$
(50,669,234)
(50,254,046)
1,255,567
751,905
(1,817,281)
(1,167,093)
(51,230,948)
(50,669,234)
2022
Cents
2021
Cents
(0.40)
(0.29)
2022
$
2021
$
(1,817,281)
(1,167,093)
Number of
Number of
Ordinary
Shares
2022
Ordinary
Shares
2021
The following reflects the income and share data used in the calculations of
basic and diluted earnings per share:
Net loss attributable to members of the Company
(1,817,281)
(1,167,093)
Earnings used in calculating basic and diluted earnings per share from
continuing operations
Weighted average number of Ordinary Shares used in calculating basic
and diluted earnings per share
458,133,378
401,444,337
Basic and diluted earnings per share for all periods prior to the share placement issuance on 15 November 2021
have been restated by an adjustment factor of 1.04 to account for the impact of the share placement.
(a)
Non-Dilutive Securities
As at 30 June 2022, there were 36,425,000 Unlisted Options and 9,000,000 Performance Rights (which represent
45,425,000 potential Ordinary Shares) which were not dilutive as they would decrease the loss per share.
(b)
Conversions, Calls, Subscriptions or Issues after 30 June 2022
There have been no conversions to, calls of, or subscriptions for Ordinary Shares or issues of potential Ordinary
Shares since the reporting date and before completion of this financial report.
14. RELATED PARTIES
(a)
Key Management Personnel
Transactions with KMP, including remuneration, are included at Note 15.
(b)
Transactions with Related Parties
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note.
Ultimate Parent
(c)
Apollo Minerals Limited, incorporated in Australia, is the ultimate parent of the Group.
(d)
Subsidiaries
Name
Subsidiaries of Apollo Minerals at 30 June:
Apollo Iron Ore Pty Ltd
Apollo Iron Ore No 2 Pty Ltd
Apollo Iron Ore No 3 Pty Ltd
Gemini Resources Pty Ltd
Apollo (Gabon) Pty Ltd
Gemini Resources (Kroussou) Limited
Apollo Minerals (UK) Limited
Select Exploration
Apollo African Holdings Limited
Apollo Gabon SA
AON Exploration Gabon SA
Select Explorations (Gabon) SA
Ariege Tungstene SAS
Variscan Mines SAS
NeoMetal Spania S.L.(1)
Country of
Incorporation
% Equity Interest
2022
%
2021
%
Australia
Australia
Australia
Australia
Australia
UK
UK
Mauritius
Hong Kong
Gabon
Gabon
Gabon
France
France
Spain
100
100
100
100
100
100
100
100
100
70
100
100
100
100
75
100
100
100
100
-
100
100
-
100
70
-
-
100
100
75
Note:
(1)
During a prior period and following the Company’s decision that it will no longer advance the Aurenere project application, the Company
commenced the process to relinquish its 75% interest in NeoMetal Spania S.L.
40
Apollo Minerals Limited ANNUAL REPORT 2022
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
15. KEY MANAGEMENT PERSONNEL
(a)
Details of KMP
The KMP of the Group during or since the end of the financial year were as follows:
Directors
Mr John Welborn
Mr Neil Inwood
Mr Ian Middlemas
Mr Robert Behets
Mr Hugo Schumann
Mr Ajay Kejriwal
Other KMP
Mr Lachlan Lynch
Mr Dylan Browne
Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary (appointed 11 November 2021)
CFO and Company Secretary (resigned 11 November 2021)
Unless otherwise disclosed, the KMP held their position from 1 July 2021 until the date of this report.
(b)
KMP Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
(c)
Loans from KMP
2022
$
2021
$
519,543
9,917
139,686
669,146
145,623
5,415
131,382
282,420
No loans were provided to or received from KMP during the year ended 30 June 2022 (2021: Nil).
(d)
Other Transactions
There were no other transactions with KMP during the year ended 30 June 2022.
16. AUDITORS' REMUNERATION
Current Auditor – Ernst & Young
Amounts received or due and receivable by Ernst & Young for an audit or
review of the financial report of the Company
Other services provided by Ernst & Young - taxation
Former Auditor – Deloitte Touche Tohmatsu
Amounts received or due and receivable by Deloitte Touche Tohmatsu
for an audit or review of the financial report of the Company
2022
$
2021
$
60,000
9,500
20,600
90,100
-
-
40,720
40,720
17. CONTINGENT ASSETS AND LIABILITIES
During a prior period, former Director, Dr Michel Bonnemaison, made a claim for unpaid invoices against the
Company. During the current financial year, the French courts ruled in favour of the Company on the matter,
supporting the opinion of the directors that the claim is without merit. Dr Bonnemaison has appealed the ruling
which is procedural and in accordance with French law.
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
15. KEY MANAGEMENT PERSONNEL
(a)
Details of KMP
Directors
Mr John Welborn
Mr Neil Inwood
Mr Ian Middlemas
Mr Robert Behets
Mr Hugo Schumann
Mr Ajay Kejriwal
Other KMP
Mr Lachlan Lynch
Mr Dylan Browne
Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
(b)
KMP Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
(c)
Loans from KMP
(d)
Other Transactions
Company Secretary (appointed 11 November 2021)
CFO and Company Secretary (resigned 11 November 2021)
Unless otherwise disclosed, the KMP held their position from 1 July 2021 until the date of this report.
2022
$
2021
$
519,543
9,917
139,686
669,146
145,623
5,415
131,382
282,420
2022
$
2021
$
60,000
9,500
20,600
90,100
-
-
40,720
40,720
No loans were provided to or received from KMP during the year ended 30 June 2022 (2021: Nil).
16. AUDITORS' REMUNERATION
Current Auditor – Ernst & Young
Amounts received or due and receivable by Ernst & Young for an audit or
review of the financial report of the Company
Other services provided by Ernst & Young - taxation
Former Auditor – Deloitte Touche Tohmatsu
Amounts received or due and receivable by Deloitte Touche Tohmatsu
for an audit or review of the financial report of the Company
17. CONTINGENT ASSETS AND LIABILITIES
During a prior period, former Director, Dr Michel Bonnemaison, made a claim for unpaid invoices against the
Company. During the current financial year, the French courts ruled in favour of the Company on the matter,
supporting the opinion of the directors that the claim is without merit. Dr Bonnemaison has appealed the ruling
which is procedural and in accordance with French law.
The KMP of the Group during or since the end of the financial year were as follows:
18. PARENT ENTITY DISCLOSURES
(a)
Financial Position
Assets
Current Assets
Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Total Liabilities
Equity
Contributed Equity
Reserves
Accumulated Losses
Total Equity
(b)
Financial Performance
Loss for the year
Other comprehensive income
Total comprehensive loss
(c)
Other
2022
$
2021
$
3,607,415
788,794
4,396,209
840,298
840,298
3,048,605
390,040
3,438,645
272,795
272,975
64,212,721
847,176
(61,503,986)
3,555,911
57,353,694
1,743,986
(55,931,830)
3,165,850
(6,827,725)
(3,206,053)
-
-
(6,827,725)
(3,206,053)
There were no other transactions with KMP during the year ended 30 June 2022.
No guarantees have been entered into by the parent entity in relation to its subsidiaries (2021: nil).
19. SHARE BASED PAYMENTS
(a)
Recognised Share Based Payment Expense
Goods or services received or acquired in a share based payment transaction are recognised as an increase in
equity if the goods or services were received in an equity-settled share based payment transaction or as a liability
if the goods and services were acquired in a cash settled share based payment transaction.
For equity-settled share based transactions, goods or services received are measured directly at the fair value of
the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be made the
value of the goods or services is determined indirectly by reference to the fair value of the equity instrument granted.
From time to time, the Group also provides Unlisted Options and Performance Rights to officers, employees,
consultants and other key advisors as part of remuneration and incentive arrangements. The number of options or
rights granted, and the terms of the options or rights granted are determined by the Board. Shareholder approval is
sought where required. During the past two years, the following equity-settled share based payments have been
recognised:
Expense arising from equity-settled share-based payment transactions
(incentive securities)
Share based payment expense recognised in the profit or loss
2022
$
212,588
212,588
2021
$
438,375
438,375
42
Apollo Minerals Limited ANNUAL REPORT 2022
43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(b)
Summary of Unlisted Options and Performance Rights Granted as Share based Payments
The following Unlisted Options and Performance Rights were granted by the Company as share based payments
during the last two years:
Type
Number
Grant Date
Expiry Date
Exercise
Price
$
Fair Value
$
Series
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
Series 10
Series 11
Series 12
Series 13
Option
1,700,000
9 Oct 2020
31 Dec 2023
Option
1,700,000
9 Oct 2020
31 Dec 2024
Option
7,700,000
26 Nov 2020
31 Dec 2023
Option
7,950,000
26 Nov 2020
31 Dec 2024
Option
1,750,000
17 Feb 2021
31 Dec 2023
Option
1,750,000
17 Feb 2021
31 Dec 2024
Option
1,000,000
11 Aug 2021
30 Jun 2024
Option
1,500,000
3 Nov 2021
30 Jun 2024
Option
4,875,000
2 Nov 2021
30 Jun 2023
Option
1,000,000
21 Jun 2022
30 Jun 2024
Right
Right
Right
1,000,000
14 Jun 2022
17 Jun 2025
4,000,000
14 Jun 2022
17 Jun 2026
4,000,000
14 Jun 2022
17 Jun 2027
0.050
0.075
0.050
0.075
0.050
0.075
0.15
0.15
0.12
0.12
-
-
-
0.017
0.018
0.019
0.019
0.036
0.035
0.059
0.045
0.032
0.018
0.065
0.065
0.065
The following table illustrates the number and weighted average exercise prices (“WAEP”) of Unlisted Options
granted as share based payments at the beginning and end of the financial year:
Outstanding at beginning of year
Granted by the Company during the year
Exercised during the year
2022
Number
30,050,000
8,375,000
(2,000,000)
2022
WAEP
2021
Number
$0.063
14,200,000
$0.13
$0.03
22,550,000
-
Expired/cancelled during the year
-
-
(6,700,000)
Outstanding at end of year
36,425,000
$0.07
30,050,000
2021
WAEP
$0.167
$0.063
-
$0.302
$0.063
The Unlisted Options are granted based upon the following terms and conditions:
•
•
Each Unlisted Option entitles the holder the right to subscribe for one Ordinary Share upon the exercise of each Unlisted
Option;
The outstanding balance of Unlisted Options granted as share based payments on issue as at 30 June 2022 is represented
by:
•
•
•
•
•
•
•
11,150,000 Unlisted Options exercisable at $0.05 each on or before 31 December 2023;
3,500,000 Unlisted Options exercisable at $0.06 each on or before 31 May 2023;
4,875,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2023;
2,000,000 Unlisted Options exercisable at $0.10 each on or before 31 May 2024;
1,000,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2024;
2,500,000 Unlisted Options exercisable at $0.15 each on or before 30 June 2024; and
11,400,000 Unlisted Options exercisable at $0.075 each on or before 31 December 2024.
•
The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if
applicable);
44
(b)
Summary of Unlisted Options and Performance Rights Granted as Share based Payments
• Ordinary Shares issued on exercise of the Unlisted Options rank equally with the then Ordinary Shares of the Company;
•
•
•
application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon the exercise of
the Unlisted Options;
If there is any reconstruction of the issued share capital of the Company, the rights of the Unlisted Option holders may be
varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction; and
No application for quotation of the Unlisted Options will be made by the Company.
The following table illustrates the number and WAEP of Performance Rights granted as share based payments at the beginning
and end of the financial year:
Outstanding at beginning of year
Expiry of performance rights
Issue of performance rights
Outstanding at end of year
2022
Number
4,835,000
(4,835,000)
9,000,000
9,000,000
2022
WAEP
-
-
-
-
2021
Number
4,835,000
-
-
4,835,000
2021
WAEP
-
-
-
-
The Performance Rights are granted based upon the following terms and conditions:
•
•
•
•
•
•
•
•
Each Performance Right automatically converts into one Ordinary Share upon vesting of the Performance Right;
Each Performance Right is subject to performance conditions (as determined by the Board from time to time) which must
be satisfied in order for the Performance Right to vest;
The outstanding balance of Performance Rights granted as share based payments on issue as at 30 June 2022 is
represented by:
• 1,000,000 Performance Rights expiring on 17 June 2025 vesting subject to the Scale Milestone;
• 4,000,000 Performance Rights expiring on 17 June 2026 vesting subject to the Resource Milestone; and
• 4,000,000 Performance Rights expiring on 17 June 2027 vesting subject to the Study Milestone.
Ordinary Shares issued on conversion of the Performance Rights rank equally with the then Ordinary Shares of the
Company;
Application will be made by the Company to ASX for official quotation of the Ordinary Shares issued upon conversion of
the Performance Rights;
If there is any reconstruction of the issued share capital of the Company, the rights of the Performance Right holders may
be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction;
No application for quotation of the Performance Rights will be made by the Company; and
Without approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a
participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and
exercise any rights in respect of them.
(c) Weighted Average Remaining Contractual Life
The weighted average remaining contractual life for the Unlisted Options outstanding at 30 June 2022 is 1.76 years
(2021: 2.39 years). The weighted average remaining contractual life for the Performance Rights outstanding at 30
June 2022 is 4.3 years (2021: 0.5 years).
(d)
Range of Exercise Prices
The range of exercise prices of Unlisted Options outstanding at 30 June 2022 is $0.05 to $0.15 (2021: $0.03 to
$0.10).
(e) Weighted Average Fair Value
The weighted average fair value of Unlisted Options and Performance Rights granted during the year ended 30
June 2022 is $0.051 (2021: $0.021).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
The following Unlisted Options and Performance Rights were granted by the Company as share based payments
during the last two years:
Type
Number
Grant Date
Expiry Date
$
$
Exercise
Price
Fair Value
Series
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
Series 10
Series 11
Series 12
Series 13
Option
1,700,000
9 Oct 2020
31 Dec 2023
Option
1,700,000
9 Oct 2020
31 Dec 2024
Option
7,700,000
26 Nov 2020
31 Dec 2023
Option
7,950,000
26 Nov 2020
31 Dec 2024
Option
1,750,000
17 Feb 2021
31 Dec 2023
Option
1,750,000
17 Feb 2021
31 Dec 2024
Option
1,000,000
11 Aug 2021
30 Jun 2024
Option
1,500,000
3 Nov 2021
30 Jun 2024
Option
4,875,000
2 Nov 2021
30 Jun 2023
Option
1,000,000
21 Jun 2022
30 Jun 2024
Right
Right
Right
1,000,000
14 Jun 2022
17 Jun 2025
4,000,000
14 Jun 2022
17 Jun 2026
4,000,000
14 Jun 2022
17 Jun 2027
0.050
0.075
0.050
0.075
0.050
0.075
0.15
0.15
0.12
0.12
-
-
-
The following table illustrates the number and weighted average exercise prices (“WAEP”) of Unlisted Options
granted as share based payments at the beginning and end of the financial year:
Outstanding at beginning of year
Granted by the Company during the year
Exercised during the year
2022
Number
30,050,000
8,375,000
(2,000,000)
2022
WAEP
2021
Number
$0.063
14,200,000
$0.13
$0.03
22,550,000
-
Expired/cancelled during the year
-
-
(6,700,000)
Outstanding at end of year
36,425,000
$0.07
30,050,000
The Unlisted Options are granted based upon the following terms and conditions:
Each Unlisted Option entitles the holder the right to subscribe for one Ordinary Share upon the exercise of each Unlisted
The outstanding balance of Unlisted Options granted as share based payments on issue as at 30 June 2022 is represented
•
•
Option;
by:
•
•
•
•
•
•
•
11,150,000 Unlisted Options exercisable at $0.05 each on or before 31 December 2023;
3,500,000 Unlisted Options exercisable at $0.06 each on or before 31 May 2023;
4,875,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2023;
2,000,000 Unlisted Options exercisable at $0.10 each on or before 31 May 2024;
1,000,000 Unlisted Options exercisable at $0.12 each on or before 30 June 2024;
2,500,000 Unlisted Options exercisable at $0.15 each on or before 30 June 2024; and
11,400,000 Unlisted Options exercisable at $0.075 each on or before 31 December 2024.
•
The Unlisted Options are exercisable at any time prior to the Expiry Date, subject to vesting conditions being satisfied (if
applicable);
0.017
0.018
0.019
0.019
0.036
0.035
0.059
0.045
0.032
0.018
0.065
0.065
0.065
2021
WAEP
$0.167
$0.063
-
$0.302
$0.063
44
Apollo Minerals Limited ANNUAL REPORT 2022
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(f)
Unlisted Option and Performance Rights Pricing Model
The fair value of Unlisted Options granted is estimated as at the date of grant using the Black-Scholes option
valuation model taking into account the terms and conditions upon which the Unlisted Options were granted. The
fair value of Performance Rights granted is estimated as at the date of grant based on the underlying share price.
The following tables list the inputs to the valuation model used for Unlisted Options and Performance Rights granted
by the Company during the years ended 30 June 2022 and 30 June 2021:
Options
2022 Inputs
Exercise Price ($)
Grant date share price ($)
Dividend yield(1)
Volatility(2)
Risk free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date ($)
Options
2021 Inputs
Exercise Price ($)
Grant date share price ($)
Dividend yield(1)
Volatility(2)
Risk free interest rate
Grant date
Expiry date
Series 1
Series 2
Series 3
Series 4
0.15
0.12
-
90%
0.33%
0.15
0.10
-
90%
0.91%
0.12
0.09
-
90%
0.575%
0.12
0.06
-
90%
3.43%
11 Aug 2021
3 Nov 2021
2 Nov 2021
21 Jun 2022
30 Jun 2024
30 Jun 2024
30 Jun 2023
30 Jun 2024
2.89
0.059
2.66
0.048
1.66
0.032
2.03
0.018
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
0.050
0.033
-
95%
0.15%
0.075
0.033
-
95%
0.050
0.036
-
95%
0.30%
0.11%
0.075
0.036
-
95%
0.30%
0.050
0.06
-
90%
0.12%
0.075
0.06
-
90%
0.48%
9 Oct 2020
9 Oct 2020 26 Nov 2020
26 Nov 2020
17 Feb 2021
17 Feb 2021
31 Dec 2023
31 Dec 2024 31 Dec 2023
31 Dec 2024
31 Dec 2023
31 Dec 2024
Expected life of option(3)
Fair value at grant date ($)
3.23
0.017
4.23
0.018
3.10
0.019
4.10
0.019
2.87
0.036
3.87
0.035
Notes:
(1)
(2)
(3)
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual
outcome.
The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.
Series 1
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2025
3.0 years
0.065
Series 2
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2026
4.0 years
0.065
Series 3
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2027
5.0 years
0.065
Rights
Inputs
Exercise Price ($)
Grant date share price ($)
Grant date
Issue date
Expiry date
Expected life of right
Fair value at grant date ($)
46
(f)
Unlisted Option and Performance Rights Pricing Model
20. ASSET ACQUISITION
On 3 September 2019, the Company announced that it had entered into the Earn-in Agreement (“EIA”) with Trek
to earn-in an interest of up to 80% in the Kroussou Project. The EIA was between Gemini Resources (Kroussou)
Limited (“Gemini”), a wholly owned subsidiary of Apollo Minerals, Trek and its relevant subsidiaries, including ELM
Resources Pty Ltd (“ELM”, which is 100% owned by Trek), Select Exploration Limited (“SEL”) (which is 100%
owned by ELM) and Select Explorations (Gabon) SA, (“SEG”, 100% owned by SEL) (collectively known as the “SE
Group”) a Gabonese entity, which holds the Kroussou Project. The Commencement Date for the purposes of the
EIA was 8 May 2020.
On 21 June 2022, in a separate Share Sale Deed with ELM, the Company acquired 100% of the SE Group (“SEM”),
In obtaining 100% of the shares in SE Group, the Company consolidated 100% ownership of the Kroussou Project.
In line with relevant accounting standards, the Company has treated the acquisition of the remaining interest in the
SE Group as an asset acquisition and a share-based payment transaction under AASB 2 Share Based Payments.
Where an acquisition does not meet the definition of a business combination the transaction is accounted for as an
asset acquisition. The consideration transferred for the acquisition of an asset comprises the fair values of the
assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred
also includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs with regards to the acquisition are capitalised. The consideration is allocated to identifiable
assets acquired and liabilities assumed in the acquisition based on their fair value at the acquisition date.
The total cost of the asset acquisition was $192,033 and comprised an issue of equity instruments attributable to
the acquisition, as follows:
Consideration
3,000,000 Fully paid ordinary shares
1,000,000 Unlisted options exercisable at $0.12 each on or before 30 June 2024
Total consideration
Identifiable net assets
Cash and cash equivalents
Other receivables
Exploration and evaluation assets
Property, plant and equipment
Trade and other payables
Identifiable net assets
21 June 2022
$
174,000
18,033
192,033
21 June 2022
$
140,407
33,622
77,360
179,313
(238,669)
192,033
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
The fair value of Unlisted Options granted is estimated as at the date of grant using the Black-Scholes option
valuation model taking into account the terms and conditions upon which the Unlisted Options were granted. The
fair value of Performance Rights granted is estimated as at the date of grant based on the underlying share price.
The following tables list the inputs to the valuation model used for Unlisted Options and Performance Rights granted
by the Company during the years ended 30 June 2022 and 30 June 2021:
Series 1
Series 2
Series 3
Series 4
0.15
0.10
-
90%
0.91%
2.66
0.048
0.12
0.09
-
90%
0.575%
1.66
0.032
0.12
0.06
-
90%
3.43%
2.03
0.018
11 Aug 2021
3 Nov 2021
2 Nov 2021
21 Jun 2022
30 Jun 2024
30 Jun 2024
30 Jun 2023
30 Jun 2024
0.15
0.12
-
90%
0.33%
2.89
0.059
0.075
0.033
-
95%
Series 1
Series 2
Series 3
Series 4
Series 5
Series 6
0.050
0.033
-
95%
0.15%
0.050
0.036
-
95%
0.075
0.036
-
95%
0.30%
0.050
0.06
-
90%
0.12%
0.075
0.06
-
90%
0.48%
Risk free interest rate
0.30%
0.11%
9 Oct 2020
9 Oct 2020 26 Nov 2020
26 Nov 2020
17 Feb 2021
17 Feb 2021
31 Dec 2023
31 Dec 2024 31 Dec 2023
31 Dec 2024
31 Dec 2023
31 Dec 2024
Expected life of option(3)
Fair value at grant date ($)
3.23
0.017
4.23
0.018
3.10
0.019
4.10
0.019
2.87
0.036
3.87
0.035
The dividend yield reflects the assumption that the current dividend payout will remain unchanged.
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual
The expected life of the options is based on the expiry date of the options as there is limited track record of the early exercise of options.
Options
2022 Inputs
Exercise Price ($)
Grant date share price ($)
Dividend yield(1)
Volatility(2)
Risk free interest rate
Grant date
Expiry date
Expected life of option(3)
Fair value at grant date ($)
Options
2021 Inputs
Exercise Price ($)
Grant date share price ($)
Dividend yield(1)
Volatility(2)
Grant date
Expiry date
Notes:
(1)
(2)
(3)
outcome.
Rights
Inputs
Grant date
Issue date
Expiry date
Exercise Price ($)
Grant date share price ($)
Expected life of right
Fair value at grant date ($)
Series 1
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2025
3.0 years
0.065
Series 2
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2026
4.0 years
0.065
Series 3
-
0.065
14 Jun 2022
17 Jun 2022
17 Jun 2027
5.0 years
0.065
46
Apollo Minerals Limited ANNUAL REPORT 2022
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
(a)
Overview
The Group's principal financial instruments comprise equity securities, receivables, payables, cash and short-term
deposits. The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. This note presents information about the Group's exposure to each of the above risks,
its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than
as disclosed, there have been no significant changes since the previous financial year to the exposure to, or
management of, these risks.
The Group manages its exposure to key financial risks in accordance with the Group's financial risk management
policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and
policies are revised as required. The overall objective of the Group's financial risk management policy is to support
the delivery of the Group's financial targets whilst protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows,
the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy
is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the
Group's operations change, the Directors will review this policy periodically going forward. The Board of Directors
has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews
and agrees policies for managing the Group's financial risks as summarised below.
(b)
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other
receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the
Group's financial assets represents the maximum credit risk exposure, as represented below:
Cash and cash equivalents
Other receivables
2022
$
3,687,684
87,420
3,775,104
2021
$
3,044,814
35,839
3,080,653
Trade and other receivables are comprised primarily of GST/VAT refunds due. Where possible the Group trades
only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit
terms are subject to credit verification procedures. With respect to credit risk arising from cash and cash equivalents,
the Group's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the
carrying amount of these instruments.
(c)
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to
meet its liabilities when due. At 30 June 2022, the Group had sufficient liquid assets (including the listed securities
held in Constellation) to meet its financial obligations. The contractual maturities of financial liabilities are provided
below. There are no netting arrangements in respect of financial liabilities.
Group
2022
Financial Liabilities
Trade and other payables
2021
Financial Liabilities
Trade and other payables
48
≤6 Months
$
6-12
Months
$
1,135,681
1,135,681
357,643
357,643
-
-
-
-
1-5 Years
≥5 Years
Total
$
-
-
-
-
$
-
-
-
-
$
1,135,681
1,135,681
357,643
357,643
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(a)
Overview
The Group's principal financial instruments comprise equity securities, receivables, payables, cash and short-term
deposits. The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. This note presents information about the Group's exposure to each of the above risks,
its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than
as disclosed, there have been no significant changes since the previous financial year to the exposure to, or
management of, these risks.
The Group manages its exposure to key financial risks in accordance with the Group's financial risk management
policy. Key risks are monitored and reviewed as circumstances change (e.g. acquisition of a new project) and
policies are revised as required. The overall objective of the Group's financial risk management policy is to support
the delivery of the Group's financial targets whilst protecting future financial security.
Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows,
the Group does not enter into derivative transactions to mitigate the financial risks. In addition, the Group's policy
is that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the
Group's operations change, the Directors will review this policy periodically going forward. The Board of Directors
has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews
and agrees policies for managing the Group's financial risks as summarised below.
(b)
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other
receivables. There are no significant concentrations of credit risk within the Group. The carrying amount of the
Group's financial assets represents the maximum credit risk exposure, as represented below:
Cash and cash equivalents
Other receivables
2022
$
3,687,684
87,420
3,775,104
2021
$
3,044,814
35,839
3,080,653
Trade and other receivables are comprised primarily of GST/VAT refunds due. Where possible the Group trades
only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit
terms are subject to credit verification procedures. With respect to credit risk arising from cash and cash equivalents,
the Group's exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the
carrying amount of these instruments.
(c)
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Group will always have sufficient liquidity to
meet its liabilities when due. At 30 June 2022, the Group had sufficient liquid assets (including the listed securities
held in Constellation) to meet its financial obligations. The contractual maturities of financial liabilities are provided
below. There are no netting arrangements in respect of financial liabilities.
≤6 Months
6-12
1-5 Years
≥5 Years
Total
Group
2022
Financial Liabilities
Trade and other payables
2021
Financial Liabilities
Trade and other payables
$
Months
$
1,135,681
1,135,681
357,643
357,643
-
-
-
-
$
-
-
-
-
$
-
-
-
-
$
1,135,681
1,135,681
357,643
357,643
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
(d)
Interest Rate Risk
The Group's exposure to the risk of changes in market interest rates relates primarily to the cash and short-term
deposits with a floating interest rate.
These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets
and liabilities, in the form of equity securities, receivables and payables are non-interest bearing.
At the reporting date, the interest rate profile of the Group's interest-bearing financial instruments was:
Interest-bearing financial instruments
Cash at bank and on hand
2022
$
2021
$
3,687,684
3,687,684
3,044,814
3,044,814
The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of +/-2% has been selected as this is considered reasonable given the current level of both short term
and long term interest rates. A +/-2% movement in interest rates at the reporting date would have increased
(decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other variables,
remain constant. The analysis is performed on the same basis for the current and prior year.
2022
Group
Cash and cash equivalents
73,212
(47,402)
Profit or loss
+2% Increase
-2% Decrease
2021
Group
Cash and cash equivalents
(e)
Foreign Currency Risk
60,882
(10,494)
The Group's Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive Income can
be affected by movements in exchange rates. The Group also has transactional currency exposures. Such exposure
arises from transactions denominated in currencies other than the functional currency of the entity.
The Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the Euro or the Central African CFA franc. Foreign exchange risk arises from
future commercial transactions and recognised assets and liabilities denominated in a currency that is not the
entity’s functional currency and net investments in foreign operations. The Group has not formalised a foreign
currency risk management policy however it monitors its foreign currency expenditure in light of exchange rate
movements. The functional currency of the subsidiary companies incorporated in France and Gabon is the Euro
and Central African CFA franc respectively. All parent and remaining subsidiaries balances are in Australian dollars.
The Group does not have any material exposure to foreign currency risk relating to the Euro or the Central African
CFA franc.
It is the Group’s policy not to enter into any hedging or derivative transactions to manage foreign currency risk.
Foreign exchange rate sensitivity
At the reporting date, there would be no significant impact on profit or loss or other comprehensive income from an
appreciation or depreciation in the A$ to the Euro or the Central African CFA franc as foreign currency gains or
losses on the above financial assets and liabilities are primarily recorded through the foreign currency translation
reserve as discussed above.
48
Apollo Minerals Limited ANNUAL REPORT 2022
49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(f)
Commodity Price Risk
The Group is exposed to commodity price risk. These commodity prices can be volatile and are influenced by factors
beyond the Group's control. As the Group is currently engaged in exploration and business development activities,
no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions
have been used to manage commodity price risk.
(g)
Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Given the stage of development of the Group, the Board's
objective is to minimise debt and to raise funds as required through the issue of new shares. There were no changes
in the Group's approach to capital management during the year.
The Group is not subject to externally imposed capital requirements.
(h)
Fair Value
At 30 June 2022 and 30 June 2021, the carrying value of the Group’s financial assets and liabilities approximate
their fair value. The methods for estimating fair value are outlined in the relevant notes to the financial statements.
(i)
Equity Price Risk
The Group is exposed to equity securities price risk. This arises for the listed ordinary shares held by the Group
which are classified in the Statement of Financial Position as financial assets at fair value through profit or loss:
Equity price sensitivity
A sensitivity of 50% has been selected as this is considered reasonable given the recent trading and volatility of
Constellation Resources Limited’s securities. The sensitivity analyses below have been determined based on the
exposure to equity price risks at the reporting date. This analysis assumes that all other variables remain constant.
Profit or loss
50%
Increase
50%
Decrease
2022
Group
Australian listed equity securities
161,007
(161,007)
2021
Group
Australian listed equity securities
195,018
(195,018)
22. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and
to assess its performance.
The Group now operates in one segment, being exploration for mineral resources in Gabon. This is the basis on
which internal reports are provided to the Directors for assessing performance and determining the allocation of
resources within the Group. Information regarding the non-current assets by geographical location is reported
below.
(a)
Reconciliation of Non-current Assets by geographical location
2022
$
7,724,692
322,014
1,434
8,048,140
2021
$
2,227,180
390,036
4,472
2,621,688
Gabon
Australia
France
50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(Continued)
(f)
Commodity Price Risk
The Group is exposed to commodity price risk. These commodity prices can be volatile and are influenced by factors
beyond the Group's control. As the Group is currently engaged in exploration and business development activities,
no sales of commodities are forecast for the next 12 months, and accordingly, no hedging or derivative transactions
have been used to manage commodity price risk.
(g)
Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. Given the stage of development of the Group, the Board's
objective is to minimise debt and to raise funds as required through the issue of new shares. There were no changes
in the Group's approach to capital management during the year.
The Group is not subject to externally imposed capital requirements.
(h)
Fair Value
(i)
Equity Price Risk
Equity price sensitivity
At 30 June 2022 and 30 June 2021, the carrying value of the Group’s financial assets and liabilities approximate
their fair value. The methods for estimating fair value are outlined in the relevant notes to the financial statements.
The Group is exposed to equity securities price risk. This arises for the listed ordinary shares held by the Group
which are classified in the Statement of Financial Position as financial assets at fair value through profit or loss:
A sensitivity of 50% has been selected as this is considered reasonable given the recent trading and volatility of
Constellation Resources Limited’s securities. The sensitivity analyses below have been determined based on the
exposure to equity price risks at the reporting date. This analysis assumes that all other variables remain constant.
Profit or loss
50%
Increase
50%
Decrease
Australian listed equity securities
161,007
(161,007)
Australian listed equity securities
195,018
(195,018)
22. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group
that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and
to assess its performance.
The Group now operates in one segment, being exploration for mineral resources in Gabon. This is the basis on
which internal reports are provided to the Directors for assessing performance and determining the allocation of
resources within the Group. Information regarding the non-current assets by geographical location is reported
(a)
Reconciliation of Non-current Assets by geographical location
2022
$
7,724,692
322,014
1,434
8,048,140
2021
$
2,227,180
390,036
4,472
2,621,688
2022
Group
2021
Group
below.
Gabon
Australia
France
50
23. EVENTS SUBSEQUENT TO BALANCE SHEET DATE
Other than as disclosed above, as at the date of this report, there are no matters or circumstances which have
arisen since 30 June 2022 that have significantly affected or may significantly affect:
•
•
•
the results of those operations, in financial years subsequent to 30 June 2022, of the Group; or
the state of affairs, in financial years subsequent to 30 June 2022, of the Group.
the operations, in financial years subsequent to 30 June 2022, of the Group;
Apollo Minerals Limited ANNUAL REPORT 2022
51
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Apollo Minerals Limited:
1.
In the opinion of the directors:
(a)
the attached financial statements, notes and the additional disclosures included in the directors' report
designated as audited, are in accordance with the Corporations Act 2001, including:
(i)
section 296 (compliance with accounting standards and Corporations Regulations 2001); and
(ii)
section 297 (gives a true and fair view of the financial position as at 30 June 2022 and of the
performance for the year ended on that date of the Group); and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2.
3.
The attached financial statements and notes thereto are in compliance with International Financial Reporting
Standards, as stated in Note 1(b) to the financial statements.
The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the
financial year ended 30 June 2022.
On behalf of the Board
NEIL INWOOD
Managing Director
Perth, 29 September 2022
52
DIRECTORS’ DECLARATION
In accordance with a resolution of the directors of Apollo Minerals Limited:
1.
In the opinion of the directors:
(a)
the attached financial statements, notes and the additional disclosures included in the directors' report
designated as audited, are in accordance with the Corporations Act 2001, including:
(i)
section 296 (compliance with accounting standards and Corporations Regulations 2001); and
(ii)
section 297 (gives a true and fair view of the financial position as at 30 June 2022 and of the
performance for the year ended on that date of the Group); and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
2.
The attached financial statements and notes thereto are in compliance with International Financial Reporting
Standards, as stated in Note 1(b) to the financial statements.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF APOLLO MINERALS LIMITED
AUDIT REPORT
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor's report to the members of
Apollo Minerals Limited
Report on the audit of the financial report
3.
The Directors have been given a declaration required by section 295A of the Corporations Act 2001 for the
financial year ended 30 June 2022.
Opinion
On behalf of the Board
NEIL INWOOD
Managing Director
Perth, 29 September 2022
We have audited the financial report of Apollo Minerals Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at 30
June 2022, 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, notes to the financial statements, including a summary of significant accounting policies,
and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a)
b)
giving a true and fair view of the consolidated financial position of the Group as at 30 June
2022 and of its consolidated financial performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We 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 1(d) in the financial report, which describes the principal conditions that
raise doubt about the Group’s ability to continue as a going concern. These events or conditions
indicate that a material uncertainty exists that may cast significant doubt about the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
52
Apollo Minerals Limited ANNUAL REPORT 2022
53
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF APOLLO MINERALS LIMITED
(Continued)
2
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but 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 matter described below to be the key audit
matter to be communicated in our report. For the matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to this matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on the
accompanying financial report.
Carrying amount of capitalised exploration and evaluation assets
Why significant
How our audit addressed the key audit matter
As at 30 June 2022, the Group’s consolidated
statement of financial position included capitalised
exploration and evaluation assets of $7,546,153.
The carrying amount of exploration and evaluation
assets is assessed for impairment by the Group when
facts and circumstances indicate that the carrying
amount of exploration and evaluation assets may
exceed its recoverable amount.
The determination as to whether there are any
indicators to require the exploration and evaluation
assets to be assessed for impairment involves a
number of judgments, including whether the Group
has tenure, whether it will be able to perform ongoing
expenditure and whether there is sufficient
information for a decision to be made that the area of
interest is not commercially viable. The directors did
not identify any impairment indicators at 30 June
2022.
Refer to Note 8 in the financial report for capitalised
exploration and evaluation asset balances and related
disclosures.
This was considered a key audit matter because of the
significant judgment involved in determining whether
any impairment indicators were present for the
Group’s capitalised exploration and evaluation asset
balances and the significance of these balances.
We evaluated the Group’s assessment as to whether
there were any indicators of impairment to require the
carrying amount of exploration and evaluation assets
to be tested for impairment. Our audit procedures
included the following:
► Considered whether the Group’s right to explore
was current, which included obtaining and
assessing supporting documentation such as
license agreements.
► Considered the Group’s intention to carry out
significant ongoing exploration and evaluation
activities in the relevant areas of interest which
included reviewing the Group’s cash-flow forecast
and enquiring of senior management and the
directors as to their intentions and the strategy of
the Group.
► Assessed whether exploration and evaluation data
or contrary information existed to indicate that the
carrying amount of capitalised exploration and
evaluation assets was unlikely to be recovered
through successful development or sale.
► Assessed the adequacy of the Group’s disclosures
in Note 8 of the financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
54
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF APOLLO MINERALS LIMITED
(Continued)
3
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 Annual Report other than the financial report and our
auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual
Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the
Annual Report after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this
auditor’s report, 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 Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
54
Apollo Minerals Limited ANNUAL REPORT 2022
55
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF APOLLO MINERALS LIMITED
(Continued)
4
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
►
►
►
►
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the entity
to cease to continue as a going concern
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the consolidated financial report represents the underlying
transactions and events in a manner that achieves fair presentation
Obtain sufficient appropriate audit evidence regarding the financial information of the business
activities within the Group to express an opinion on the financial report. We are responsible for
the direction, supervision and performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
56
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF APOLLO MINERALS LIMITED
(Continued)
5
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the Directors' report for the year ended 30
June 2022.
In our opinion, the Remuneration Report of Apollo Minerals Limited for the year ended 30 June 2022,
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.
Ernst & Young
Pierre Dreyer
Partner
Perth
29 September 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
56
Apollo Minerals Limited ANNUAL REPORT 2022
57
CORPORATE GOVERNANCE STATEMENT
Apollo Minerals Limited (“Apollo Minerals” or “Company”) and the entities it controls believe corporate governance
is important for the Company in conducting its business activities.
The Board of Apollo Minerals has adopted a suite of charters and key corporate governance documents which
articulate the policies and procedures followed by the Company.
These documents are available
the Company’s website,
www.apollominerals.com. These documents are reviewed annually to address any changes in governance
practices and the law.
the Corporate Governance section of
in
The Company’s 2022 Corporate Governance Statement, which explains how Apollo Minerals complies with the
ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in
relation to the year ended 30 June 2022, is available in the Corporate Governance section of the Company’s
website, www.apollominerals.com and will be lodged with ASX together with an Appendix 4G at the same time that
this Annual Report is lodged with ASX.
In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations
– 4th Edition’ the Board has taken into account a number of important factors in determining its corporate
governance policies and procedures, including the:
•
relatively simple operations of the Company, which currently only undertakes mineral exploration and
development activities;
cost verses benefit of additional corporate governance requirements or processes;
size of the Board;
•
•
• Board’s experience in the resources sector;
•
•
•
•
organisational reporting structure and number of reporting functions, operational divisions and employees;
relatively simple financial affairs with limited complexity and quantum;
relatively small market capitalisation and economic value of the entity; and
direct shareholder feedback.
58
CORPORATE GOVERNANCE STATEMENT
ASX ADDITIONAL INFORMATION
Apollo Minerals Limited (“Apollo Minerals” or “Company”) and the entities it controls believe corporate governance
is important for the Company in conducting its business activities.
The Board of Apollo Minerals has adopted a suite of charters and key corporate governance documents which
articulate the policies and procedures followed by the Company.
These documents are available
in
the Corporate Governance section of
the Company’s website,
www.apollominerals.com. These documents are reviewed annually to address any changes in governance
practices and the law.
The Company’s 2022 Corporate Governance Statement, which explains how Apollo Minerals complies with the
ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 4th Edition’ in
relation to the year ended 30 June 2022, is available in the Corporate Governance section of the Company’s
website, www.apollominerals.com and will be lodged with ASX together with an Appendix 4G at the same time that
this Annual Report is lodged with ASX.
In addition to the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations
– 4th Edition’ the Board has taken into account a number of important factors in determining its corporate
governance policies and procedures, including the:
relatively simple operations of the Company, which currently only undertakes mineral exploration and
development activities;
cost verses benefit of additional corporate governance requirements or processes;
size of the Board;
• Board’s experience in the resources sector;
organisational reporting structure and number of reporting functions, operational divisions and employees;
relatively simple financial affairs with limited complexity and quantum;
relatively small market capitalisation and economic value of the entity; and
direct shareholder feedback.
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The shareholder information set out below was applicable as at 31 August 2022.
1.
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest shareholders are listed below
Name
Citicorp Nominees Pty Limited
BNP Paribas Nominees Pty Ltd ACF Clearstream
Arredo Pty Ltd
BNP Paribas Noms Pty Ltd
Bouchi Pty Ltd
HSBC Custody Nominees (Australia) Limited
Juniper Capital Partners Limited
Mr Kashif Naseem Afzal
Mr John Paul Welborn
GP Securities Pty Ltd
Bennelong Resource Capital Pty Ltd
AWJ Family Pty Ltd < A W Johnson Family A/C>
UBS Nominees Pty Ltd
Shah Nominees Pty Ltd
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