Athena
Resources
Limited
ABN 69 113 758 900
ANNUAL FINANCIAL REPORT
30 JUNE 2023
CONTENTS
Company information
Directors’ Report
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to and Forming Part of the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Details
Interest in Mining Tenements
Corporate Governance Statement
3
4
22
23
24
25
26
27
46
47
51
54
54
Athena Resources Limited
Page 2
COMPANY INFORMATION
ABN
Directors
Company Secretary
Registered Office
Postal Address
Share Registry
Auditor
Bankers
69 113 758 900
E W Edwards
P J Newcomb
H W Wai
J D Swingler
T P Weston
P J Newcomb
21 Millstream Rise
Hillarys, WA 6025
Managing Director
Executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Telephone: +61 448 895 664
Email:ahn@athenaresources.com.au
21 Millstream Rise
Hillarys, WA 6025
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth, WA 6000
Telephone: +61 8 9323 2000
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth, WA 6000
Telephone: +61 8 9227 7500
Westpac Banking Corporation
109 St Georges Terrace
Perth, WA 6000
Securities Exchange Listing
Athena Resources Limited shares
are listed on the Australian Securities Exchange
(Home Exchange – Perth)
ASX Code: AHN
Website
www.athenaresources.com.au
Athena Resources Limited
Page 3
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
DIRECTORS’ REPORT
Your Directors submit their report on the consolidated entity consisting of Athena Resources Limited
(“Athena” or “the Company”) and its controlled entities (“Group”) for the financial year ended 30 June 2023.
REVIEW OF OPERATIONS
Exploration and Evaluation
Athena Resources Limited (ASX: AHN) (“Athena” or the “Company”) is pleased to report on the
Company’s activities for the year ended 30 June 2023.
Athena’s work over the past 12 months has principally been resource development, with the focus on the
Company’s 100% owned Byro Magnetite Project. Drilling at the start of the period resulted in a re-evaluation
and revision of the Mineral Resource Estimate (“MRE”) at the Byro Project’s Fe1 Target resulting in an
upgraded resource. These results formed the basis of a Project Study which commenced in early 2023.
Also, during the period, the Company
evaluated and revised the base metal
targets at the Byro Project, resulting in the
planning of further exploration programs,
scheduled for execution in late 2023.
BYRO MAGNETITE PROJECT
The Byro Magnetite Project consists of
primary target Fe1, along with the satellite
targets Byro South, Whitmarsh Find,
Whistlejack, and Mt Narryer. During the
reporting year, work focussed primarily on
Fe1. The company announced on 27 July
2022 that drilling had been completed. This
included 1,037.5m of reverse
program
circulation (“RC”) drilling, and 1,305.3m of
HQ diameter diamond core drilling.
The drill program showed mineralisation
extending beyond 2011 Inferred Mineral
Resource limits. Following whole rock
assay results, Davis Tube Recovery (“DTR”)
analysis of composite samples was
undertaken with results demonstrative of the
projects ability to produce a consistently
high purity magnetite concentrate.
Significant intersections of DTR composite
assays are tabulated below:
Athena Resources Limited
Page 4
Figure 1 Project location
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Table 1 Fe1 2022 drilling program significant DTR results
Hole ID
AHRC0111D
AHRC0112D
AHRC0113D
AHRC0114D
AHRC0115D
Easting (m)
MGA94z50
431100
Northing (m)
MGA94z50
7110036
430950
430950
4311000
431050
7110036
7109970
7109970
7109970
RL (m)
AHD
349
349
348.5
349
349
Intercept
metres
103.6
59.6
39.2
79
124.27
From
metres
91.3
152.4
166
105
62
Fe %
DTR
70.9
71.3
70.5
70.8
70.6
In late 2022, Entech Mining Consultancy Pty Ltd (“Entech”) were commissioned to update the Mineral
Resource Estimate to include the recent RC and diamond drilling results. On 17 January 2023, the Company
announced the updated MRE reported to Joint Ore Reserve Committee (“JORC”) 2012 standard.
Table 2 Byro Whole Rock Mineral Resource within mineralised domains (10% Fe cut-off)
Mineral
Resource
Category
Indicated
Inferred
TOTAL
Weathered Tonnes
Fresh
Fresh
(Mt)
24
5.3
29.3
Fe
(%)
SiO2
(%)
Al2O3
(%)
P (%)
S (%)
25.1
22.7
24.7
49.3
50.6
49.6
5.48
6.56
5.68
0.052
0.048
0.051
0.079
0.085
0.08
TiO2
(%)
0.32
0.37
0.33
LOI (%)
Density
-0.059
0.023
-0.044
3.27
3.21
3.26
Table 3 Byro Magnetite Mineral Resource within mineralised domains (20% DTR cut-off)
Mineral
Resource
Category
Indicated
Inferred
TOTAL
Weathered Tonnes
Fresh
Fresh
(Mt)
17.7
3.3
21
DTR
(%)
33.6
32.3
33.4
Fe
(%)
SiO2
(%)
Al2O3
(%)
P (%)
S(%)
LOI (%)
Density
70.7
70.8
70.7
1.23
0.95
1.18
0.32
0.34
0.32
0.003
0.002
0.003
0.021
0.023
0.021
-3.2
-3.17
-3.19
3.3
3.26
3.29
The updated MRE resulted in a 24% increase in tonnes of contained iron with DTR results maintaining a
grade sufficient for high value specialised steel (including green steel), and other high value industrial
applications.
Athena Resources Limited
Page 5
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Pre-Feasibility / Scoping Study
Figure 2 Drilling at Fe1 2022.
In late 2022, Athena announced the commencement of a Pre-Feasibility Study for the Byro Magnetite Project.
Central to this Project Study is the Indicated Mineral Resource at Fe1. As part of this investigation, a number
of companies and consultancies have been engaged.
Athena Resources Limited
Page 6
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Figure 3 HQ diamond core showing matrix magnetite mineralisation.
GR Engineering Services Limited (“GRES”) were commissioned to update the previously estimated capital
and operational costs associated with the construction and operation of a 5Mt/annum processing facility
proposed for the project. GRES were initially engaged to in 2011 to carry out cost estimates and an operating
flowsheet, which has largely been retained with some modification and improvement.
ALS Metallurgy’s Iron Ore Technical Centre (“IOTC”) completed Wet Low Intensity Magnetic Separation (Wet
LIMS) test-work yielding highly encouraging results. IOTC prepared bulk samples for larger scale simulation
to test wet LIMS used within the processing plant design. The comparison of bulk LIMS against previous
LIMS and the large DTR dataset provided a clear understanding of the LIMS separation will be. This also
allows for a more a practical understanding of actual mass reporting to various stages of the concentrate
grinding process, or waste to tailings.
Athena Resources Limited
Page 7
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
The Flow diagram below shows the crucial stages of LIMS processing and the significance of its
effectiveness.
Figure 4 Wet LIMS circuits within the simplified process flow sheet.
Mining consultancy Entech Pty Ltd (“Entech”) were commissioned to review the recent drilling at Fe1 and
provide geotechnical input for the Pre-Feasibility Study. The geotechnical assessment evaluated the
potential for slope instabilities and derives slope optimisation and design parameter recommendations for
the proposed open pit mining of Fe1 Magnetite deposit. The study included collation and validation of
geotechnical and structural logging, and analysis. Also, rock mass characterisation, and summary of rock
mass statistics by type and domain, along with structural discontinuity characterisation, and summary
statistics by defect set and domain. Further this study developed a geotechnical model for analysis of special
variability in rock mass. This study has been completed and a draft report is presently under review.
Entech were also commissioned to carry out preliminary pit optimisation work in conjunction with the
geotechnical study. This work is also presently under review with further work to be commissioned regarding
actual pit design, and a bench scale preliminary mining schedule.
Mt Magnet Drilling Pty Ltd were engaged to carry out resource development drilling at the Byro South
Prospect to increase the Project’s resource inventory. Initially, this program was delayed due to the passing
of an ex tropical cyclone and significant local flooding. This program has now been re-scheduled and is
likely to commence during late August 2023.
Athena Resources Limited
Page 8
MILLINGTERTIARY CRUSHINGMAGNETIC SEPARATION(LIMS)GREEN STEEL FEEDSTOCKSIZINGSIZINGSCREENINGSCREENINGSCREENINGPrimarySecondaryTertiaryCobberRougherCleanerFinal ConcentrateThickeningFiltration and Water RecyclingThickeningFiltration and Water RecyclingRejectedTailings DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Figure 5 Project location, Western Yilgarn Ni-Cu-PGE Province
BYRO BASE METALS PROJECT
The Company carried out a comprehensive review of the base metal targets at the Byro Project. The Byro
Project is situated in the highly prospective Narryer Terrane, which forms the northernmost part of the West
Yilgarn Ni-Cu-PGE Province. This highly prospective 1,200km corridor hosts numerous prospects and
projects, the most notable being the Gonneville (Julimar) discovery by Chalice Mining Ltd with an MRE of
16Moz 3E (Pd, Pt, Au), 860kt Ni, 520kt Cu, 83kt Co. The Gonneville discovery has resulted in multiple
companies securing tenure and exploring for mafic/ultramafic intrusion hosted mineralisation along the
western margin of the Yilgarn Craton.
Athena Resources Limited
Page 9
Youanmi TerraneEasternGoldfieldsTerraneSouthwest TerraneNarryerTerraneWestern Yilgarn Ni-Cu-PGE ProvincePerthJulimarByro Magnetite and Base Metals Project0200kmYILGARN CRATON DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Milly Milly Intrusion
Athena has been exploring within the Narryer Terrane and through geophysical surveys, drilling, and
sampling, has identified extensive mafic and ultramafic intrusive units within the project tenements. The
primary base metal targets occur at the Milly Milly Intrusion, a large peridotite intrusion, which hosts
disseminated nickel-copper sulphide, elevated PGE’s, with 2021 RC drilling identifying high grade graphite
mineralisation. Historic drilling, by Athena, includes the below intersections:
AHDH00162.7m @ 0.29% Ni from 149.7m
AHRC002536m @ 0.34% Ni from 0m
(ASX: AHN Announcement 10/09/2010)
Graphite intersections include:
AHRC0096 3m @ 4.83% TGC from 102m, including 1m @ 13.02% TGC from 103m,
AHRC00963m @ 3.13% TGC from 107m, including 1m @ 5.28% TGC from 108m,
(ASX: AHN Announcement 9/03/2023)
Moonborough Intrusion
The extensive Moonborough Intrusion is part of a broader series of mafic/ultramafic intrusion underlying
significant portions of several of the project tenements. Historic work by the Company has identified elevated
PGE soil anomalies, significant rock chip samples with elevated copper and PGE’s, with a 2021 RC drilling
campaign returning the following significant intersections:
Table 4 Moonborough significant copper intersections
Hole ID
Easting (m) Northing (m)
MGA94z50 MGA94z50
AHRC0100
415684
7117164
RL (m)
AHD
328
including
AHRC0101
415793
7117271
including
AHRC0106
415922
7117179
326
324
Table 5 Moonborough significant PGE intersections
Hole ID
Easting (m) Northing (m)
MGA94z50 MGA94z50
AHRC0100
415684
7117164
RL (m)
AHD
328
including
AHRC0101
415793
7117271
including
AHRC0106
415922
7117179
326
324
From
(m)
0
20
10
55
0
From
(m)
0
0
46
55
0
Cu
(ppm)
104.6
371
65
121.5
95.36
3PGE
(ppb)
To
(m)
40
23
81
75
14
To
(m)
96
33
81
64
18
Interval
(m)
40
3
71
20
14
Interval
(m)
96
33
35
9
18
Revision of these programs concludes that more extensive work is required to develop an improved
understanding of the intrusion’s extent and internal morphology, and to develop primary base metal and PGE
targets. Campaigns of extensive geochemical soil sampling are currently in development with execution
scheduled for late 2023. This program includes Byro South tenement E09/1781, along with the Milly Milly
tenement E09/1637.
Athena Resources Limited
Page 10
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Figure 4 Byro Project magnetite Prospects and tenure.
Detailed results of activities and discussion thereon are contained in our Quarterly Activities Reports which
are available on our website www.athenaresources.com.au.
Athena Resources Limited
Page 11
60014426016508kmE09/1507-IE09/1552-IE09/1637-IE09/1637-IE09/1507-IE09/1781-IE09/1507-IM09/166-IFe1Byro SouthWhistlejackWhitmarsh Find DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
As announced to ASX on 20 December 2022, the Mining Warden has recommended against the granting of
partial exemption from the expenditure requirements for 2020 in respect of exploration licences E09/1507
and E09/1552.
The Minister has yet to decide whether to grant or refuse the applications. Should the application be refused,
the Minister has the discretion to do nothing, apply a fine of up to $10,000 per tenement or forfeit the
tenements.
The Company has applied for a judicial review of the Warden’s decision relating to the exemption application.
The Judicial Review has now been listed for hearing before a Judge in the Supreme Court on 24 August
2023.
The Company retains current tenure whilst the above process is taking place.
Announcements relevant to the activities for the year are as follows:
28/07/2022
16/11/2022
28/11/2022
17/01/2023
21/03/2023
23/03/2023
29/03/2023
07/06/2023
13/06/2023
19/06/2023
Corporate
Completion of Drilling for Mineral Resource Estimation
Assay Results from Infill Drilling for Indicated MRE
Further Assay results from Infill Drilling for Indicated MRE
MRE - upgraded JORC classification and increased tonnes
Byro Magnetite Project - Prefeasibility Study Update
Byro Magnetite Project Update
Byro Fe1 Mineral Resource Estimate Full Entech Report
Investor Presentation
Byro Base Metal Project Presentation
Pre Feasibility Study Update Metallurgy
Management and Board
During the year Peter Newcomb was appointed Executive Director and Company Secretary and Ed Edwards
became Managing Director. Dates of all appointments and resignations are shown in a later section of this
Directors’ Report.
In March 2023 Martin Dormer joined the management team as Head of Geology.
On 4 May 2023 the Company received a notice under section 249D of the Corporations Act to requisition a
meeting of shareholders to consider resolutions to gain control of the company by changing the composition
of the Board. The Notice was from Adroit Capital Investments Pty Ltd (and others) who had purchased
shares ten days prior to the notice date to enable this action. Adroit had not been a shareholder prior to that
date.
On 22 May 2023 the Company issued a Notice of General Meeting to be held on 28 June 2023 to consider
the proposed changes.
At the Meeting the proposed resolutions were defeated by 468 million votes to 189 million votes.
At the date of this report Adroit is no longer a shareholder.
Athena Resources Limited
Page 12
DIRECTORS’ REPORT
Share Capital and Options
During the year the Company completed the following Capital Raisings:
Month
Type
Shares
Options*
Price
Raising
AND CONTROLLED ENTITIES
Placement
October 2022
December 2022 NRRI
January 2023
January 2023
Shortfall
Placement
57,500,000
-
-
200,000,000
257,500,000
-
163,832,940
126,323,913
200,000,000
490,156,853
$0.010
$0.002
$0.002
$0.010
$575,000
$327,666
$252,648
$2,000,000
$3,155,314
* Options with an exercise price of $0.018 expiring 20 October 2025
Further details of Contributed Equity and Options, including costs of raising, are in Notes 13 and 14.
Directors in Office
The names of directors who held office during or since the end of the year and until the date of this report
are as follows. Directors were in office for this entire period unless otherwise stated:
Name
Office
Appointed
Resigned
Edmond William Edwards
Peter John Newcomb
Hau Wan Wai
Jeffrey David Swingler
Terence Paul Weston
Managing Director
Executive Director
Non-executive Director
Non-executive Director
Non-executive Director
23-09-2022
01-07-2023
01-07-2023
David Colin Wheeler
Giuseppe Paolo Graziano
Clinton Stash Moxham
Non-executive Director
Non-executive Director
Non-executive Director
30-06-2021
31-05-2022
01-08-2022
30-09-2022
01-08-2022
30-09-2022
Particulars of Directors
Edmond William Edwards Managing Director
Qualifications
Mr Edwards is a member of Chartered Accountants Australia and New Zealand (CAANZ), with a Bachelor
of Commerce from the University of Western Australia.
Experience
Mr Edwards has over 45 years of experience in the mining industry in Western Australia. Ed retired as a
partner in Sir Charles Court’s professional practice Hendry Rae and Court in 1989, where he was
principally audit partner for Cliffs Robe River Iron Associates.
He has previously been Executive Director or Finance Director of a number of listed mining and
exploration companies having taken many of these companies through the initial public offering, then
exploration, feasibility and finally into production or production startup.
Athena Resources Limited
Page 13
DIRECTORS’ REPORT
These projects included the Nimary Gold Mine, Radio Hill base metals and Koolan Island iron ore.
AND CONTROLLED ENTITIES
Interest in Shares
69,378,831 Fully Paid Shares
Special Responsibilities
Mr Edwards is responsible for the day to day running of the Company with an emphasis on financial and
tenement management.
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Edwards did not serve as a director of
any other listed companies.
Peter John Newcomb
Executive Director and Company Secretary
Qualifications
Mr Newcomb is a former Fellow of the Institute of Chartered Accountants in England and Wales and a
member of Chartered Accountants Australia and New Zealand.
Experience
Mr Newcomb has over 45 years professional and commercial experience working in a number of
industries and locations including London, Scotland, Singapore and Perth. Qualified as a Chartered
Accountant in the UK, Peter joined Hendry, Rae and Court 1980, where he became audit manager for
Cliffs Robe River Iron Associates (CRRIA) amongst other clients.
During his time on the CRRIA audit he was also responsible for the development of computer based
audit systems and programs, and performed a number of non-audit consulting roles for the client. He
was later employed by his other main accounting and audit client UK based Oceonics Group, and was
shortly after relocated to Singapore to manage the group’s equipment technology and supply group
Seatronics in South East Asia before taking up a Group Finance Director position in Aberdeen with
responsibility for all international bases.
After a further 8 years in London in the Pharmaceutical industry he returned home to Perth and
established his consultancy Symbios Pty Ltd specialising in IT solutions for management and accounting,
together with Company Secretarial services.
The majority of his experience over the last 25 years has been in the Resources industry predominantly
in Western Australia.
Interest in Shares
58,263,042 Fully Paid Shares
30,000,000 Listed Options
Special Responsibilities
Company Secretarial functions, financial reporting, financial modelling, information systems and general
administration.
Athena Resources Limited
Page 14
DIRECTORS’ REPORT
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Newcomb did not serve as a director
of any other listed companies.
AND CONTROLLED ENTITIES
Hau Wan Wai
Qualifications
Non-executive Director
BA The University of Regina Canada, Major in Marketing.
Experience
Mr Wai speaks Mandarin, Cantonese and English. He was born and resides in Hong Kong. Mr Wai is
also an executive director of Brilliant Glory Industrial Corporation Ltd, the Hong Kong company which is
the 100% parent of major shareholder Brilliant Glory Investments Pty Ltd.
He has over 30 years of international trade and relations experience having started his career as a
merchandiser. He specialises in management of overseas customers to locate the sourcing of materials
for mainland China in many different fields, and especially in Mineral resources.
He introduced the Company to Xinhai Mining Research and Design Company and accompanied a team
of mining and engineering personal to Byro to inspect the project. Xinhai produced a detailed engineering
study in 2018.
Interest in Shares
49,250,000 Fully Paid Shares
Special Responsibilities
Mr Wai is responsible for the promotion of the company, and discussions with potential partners in Hong
Kong, China and the Far East.
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Wai did not serve as a director of any
other listed companies.
Jeffrey David Swingler
Non-executive Director (Appointed 1 July 2023)
Qualifications
Mr Swingler has a Bachelor of Business from RMIT and a Masters of Entrepreneurship and Innovation
from Swinburne University.
Experience
Jeff is a businessman with a background as a Chartered Accountant and Banker, his exposure to mining
commencing with Shell’s ownership of Gold (Boddington) and Coal assets in the 80’s before Upstream
and Downstream Oil & Gas.
His accounting career progressed into a technology, systems and infrastructure focus during nine years
with Visy Industries, seeding various technologies, developing strategy and building new paper mills and
box plants in Australia and the USA. His interest in energy developed through R&D and implementation
Athena Resources Limited
Page 15
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
of energy cogeneration, recycling, biofuels and markets. Visy sponsored Jeff’s participation in CSIRO’s
Business Higher Education Round Table Leadership program which gave him exposure to a range of
advanced developments.
Appointed a Director of ANZ Securities, ANZ Corporate Finance and other ANZ businesses across the
Investment Bank in the late 90’s, Jeff was involved in overseeing the floats of various companies and
refinancing including Ashton Mining, and the break up of the SECV, before being appointed Global Head
of Equity Risk for ANZ.
Jeff has spent the last 25 years working across corporate innovation, technology business startups,
garnering financing from angels and Venture Capital through to Institutional Investors.
He was appointed Australia’s Senior Investment Specialist for Energy and Resources (Austrade) in 2014
working across the spectrum of projects including Adani, Iron Road and others as well as LNG
developments such as Inpex along with Renewable energy developments, kick starting the Federal
Government’s commercial support for Critical Materials and Rare Earths. Jeff was the Federal
Government’s representative to the Cooper Basin Gas Roundtable.
More recently Jeff has advised Australian Strategic Materials polymetallic rare earth activities and
Scandium International’s nickel cobalt and scandium project, whilst also introducing them both to
Defence, Automotive and Aerospace participants internationally.
Interest in Shares
None
Special Responsibilities
Mr Swingler is responsible for identification of innovative high margin markets, shareholder engagement
and mid term strategy
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Swingler did not serve as a director of
any other listed companies.
Terrence Paul Weston
Non-executive Director (Appointed 1 July 2023)
Qualifications
Mr Weston holds the Degree of Bachelor of Applied Science (Metallurgy) from University of Melbourne.
He is a Member of the Australasian Institute of Mining and Metallurgy.
Experience
Terence is a metallurgist with 30 years’ experience as a consultant in the mining industry. After
graduation from University of Melbourne in 1973 he joined Peko-Wallsend (later North Mining) working
as Production Metallurgist at the gold/copper operation at Mt Morgan, Queensland, in 1976 transferring
to the Scheelite mine on King Island achieving the position of Deputy Manager/Metallurgical
Superintendent. In 1989 Terry transferred to North Mining’s office in Perth to oversee North’s gold
operations in W.A. and assist in the design and construction of the Kanowna Belle gold mine.
After twenty years working for North Mining, he ventured out as an independent Metallurgical Consultant
and during the next thirty years consulted to both big and small mining companies. These included
Athena Resources Limited
Page 16
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Harmony Gold Australia (Jubilee Gold operation) Harmony Gold PNG Services (Hidden Valley Gold
project), Newcrest Mining (O’Callaghan’s Tungsten project), Athena Resources Limited (Byro Magnetite
project), Savannah Nickel Mines (Nickel/Copper/Colbalt operation), Gold Road Resources (Gruyere
Gold operation) and Doray Minerals (Andy Well Gold operation) to mention a few.
Terry’s expertise includes, gold, copper/gold, nickel/copper/colbalt, iron ore, tungsten, mineral sands,
tantalum/tin, lithium and uranium. He specialises in taking a project from exploration, laboratory testwork
(design of test program and review), process design and construction to operation/production. During
the last thirty years he has acted on numerous occasions as client representative working with
engineering companies to bring projects to production.
Interest in Shares
14,000,000 Fully Paid Shares
6,000,000 Listed Options
Special Responsibilities
Mr Weston is responsible for developing laboratory test programs, review of testwork results through to
optimisation of process design and planned construction, together with providing a cost effective
treatment process for the Byro magnetite project, including process mass balance calculations plus
review of individual items of capital for the processing plant.
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Weston did not serve as a director of
any other listed companies.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was mineral exploration in Australia.
OPERATING AND FINANCIAL REVIEW
Review of Operations
A review of operations of the Group during the financial year is contained in the Review of Operations
section at the start of the Directors’ Report.
2023
$
2022
$
Consolidated loss after income tax for the financial year
680,980
547,720
Financial Position
At 30 June 2023 the Company has cash reserves of $1,436,016.
Dividends
No dividends were paid during the year and no recommendation is made as to dividends.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that
occurred during the financial year under review not otherwise disclosed in this report or in the
consolidated accounts.
Athena Resources Limited
Page 17
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
Except as stated in Note 26, since the end of the financial year under review and the date of this report,
there has not arisen any matter, transaction or event of a material and unusual nature likely, in the opinion
of the directors of the Company, to significantly affect the operations of the consolidated entity, in the
current or subsequent financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Company intends to continue its exploration activities with a view to the commencement of mining
operations as soon as possible.
Further information on likely developments in the operations of the Group and the expected results of
operations have not been included in this report because the Directors believe it would be likely to result
in unreasonable prejudice to the Company.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year
ended 30 June 2023, and the number of meetings attended by each Director.
These meetings included matters relating to the Remuneration and Nomination Committees of the
Company.
Edmond William Edwards
Peter John Newcomb
Hau Wan Wai
Number eligible to
attend
10
8
10
Number attended
10
8
10
The Company also attended to other Board business via several circular resolutions of the Board.
AUDIT COMMITTEE
The audit committee was comprised of Executive director Mr E Edwards.
During the year ended 30 June 2023, Mr Edwards held two meetings of the Audit Committee.
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each member of the key management
personnel of Athena Resources Limited.
The following persons acted as directors during or since the end of the financial year:
Edmond William Edwards
Peter John Newcomb
Hau Wan Wai
Jeffrey David Swingler
Terence Paul Weston
Managing Director
Executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Resigned
Appointed
11/04/2005
23/09/2022
29/12/2017
01/07/2023
01/07/2023
David Colin Wheeler
Giuseppe Paolo Graziano
Clinton Stash Moxham
Non-executive Director
Non-executive Director
Non-executive Director
30/06/2021
31/05/2022
01/08/2022
30/09/2022
01/08/2022
30/09/2022
Athena Resources Limited
Page 18
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
The Company has no other key management personnel.
The information provided in the remuneration report includes remuneration disclosures that are required
under Accounting Standards AASB 124 “Related Party Disclosures”. These disclosures have been
transferred from the financial report and have been audited.
Remuneration policy
The board policy is to remunerate directors at market rates for time, commitment and responsibilities.
The board determines payment to the 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 directors’ fees that can be paid is subject to approval by shareholders in
general meeting, from time to time. Fees for non-executive directors are not linked to the performance of
the consolidated entity. However, to align directors’ interests with shareholder interests, the directors are
encouraged to hold securities in the company.
The company’s aim is to remunerate at a level that will attract and retain high-calibre directors and
employees. Company officers and directors are remunerated to a level consistent with the size of the
company.
All remuneration paid to directors and executives is valued at the cost to the company and expensed.
Performance-based remuneration
The Company does not pay any performance-based component of remuneration.
Directors’ Remuneration
No salaries, commissions, bonuses or superannuation were paid or payable to directors during the year.
Remuneration was by way of fees (as detailed below) paid monthly in respect of invoices issued to the
Company by the Directors or Companies associated with the Directors in accordance with agreements
between the Company and those entities. No other short-term or long-term benefits were provided during
the current or prior year. Details of the agreements are set out below.
Agreements in respect of cash remuneration of Directors
Director
Ed Edwards
Peter Newcomb
Hau Wan Wai
Jeff Swingler
Terry Weston
Position
Managing Director
Executive Director
Non-exec Director
Non-exec Director
Non-exec Director
Monthly Fee
$15,000
$5,000
$5,000
$5,000
$5,000
Note
(1)
(2)
(3)
(1)
Personal related entity Tied Investments Pty Ltd has an agreement with the Company to provide
corporate management services. Either party may terminate by giving six months' notice.
Fees for work conducted outside the scope of this Directorship are charged at commercial rates.
(2)
Personal related entity Symbios Pty Ltd has an agreement with the Company to provide
administrative and Co Sec services. Either party may terminate by giving six months' notice. Fees
for work conducted outside the scope of this Directorship are charged at commercial rates.
(3)
Personal related entity The Weston Family Trust has an agreement with the Company to provide
technical services. Either party may terminate by giving three months' notice. Fees for work
conducted outside the scope of this Directorship are charged at commercial rates.
The Directors are entitled to reimbursement of out-of-pocket expenses incurred whilst on Company
business.
The total remuneration paid to directors is summarised below:
Athena Resources Limited
Page 19
DIRECTORS’ REPORT
Year ended 30 June 2023
Director
Associated Company
E W Edwards
P J Newcomb
H W Wai
Tied Investments Pty Ltd
Symbios Pty Ltd
D C Wheeler
G P Graziano
C S Moxham
Pathways Corporate
Pathways Corporate
Mine Operations Exchange Pty Ltd
Year ended 30 June 2022
Director
Associated Company
E W Edwards
H W Wai
Tied Investments Pty Ltd
D C Wheeler
G P Graziano
F R Knezovic
Pathways Corporate
Pathways Corporate
Nova Legal
AND CONTROLLED ENTITIES
Fees
$
Consultancy
$
Total
$
150,000
37,000
48,000
12,000
4,000
8,000
259,000
-
140,123
-
-
-
-
140,123
150,000
177,123
48,000
12,000
4,000
8,000
399,123
Fees
$
Consultancy
$
Total
$
120,000
-
48,000
4,000
44,000
216,000
-
-
-
-
-
-
120,000
-
48,000
4,000
44,000
216,000
At 30 June 2023 there was $29,500 payable to Directors and their personally related entities.
There were no performance related payments, option or share based payments, superannuation
payments or other benefits made during the year.
Directors’ Shareholdings in the Company
Director
E W Edwards
Hau Wan Wai
P J Newcomb
D C Wheeler
G P Graziano
Balance
1 July
2022
Balance on
appointment
Acquired
during the
year
At date of
resignation
Balance
30 June
2023
69,378,831
49,250,000
-
6,250,000
6,250,000
131,128,831
-
-
50,025,000
-
-
50,025,000
-
-
6,975,000
-
-
6,975,000
-
-
-
(6,250,000)
(6,250,000)
(12,500,000)
69,378,831
49,250,000
57,000,000
-
-
175,628,831
The shareholding disclosed for Hau Wan Wai is held in Brilliant Glory Investments Pty Ltd of which Hau
Wan Wai is a Director.
Athena Resources Limited
Page 20
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
The Company received no specific feedback on its Remuneration Report at the 2022 Annual General
Meeting.
End of Remuneration Report
SHARE OPTIONS
As at the date of this report, there were 75,000,000 Unlisted options over unissued ordinary shares in
the parent entity. The options are exercisable at 2c per share and expire on 15 February 2026.
As at the date of this report, there were 582,656,853 Listed options over unissued ordinary shares in the
parent entity. The options are exercisable at 1.8c per share and expire on 20 October 2025.
ENVIRONMENTAL ISSUES
The Group has conducted exploration activities on mineral tenements. The right to conduct these
activities is granted subject to environmental conditions and requirements. The group aims to ensure a
high standard of environmental care is achieved and, as a minimum, to comply with relevant
environmental regulations. There have been no known breaches of any of the environmental conditions.
INDEMNIFICATION OF DIRECTORS
During the financial year, the Company has given an indemnity or entered into an agreement to indemnity
as follows:
The Company has entered into an agreement with Mr E Edwards to indemnify him against any liability
incurred by him as an officer of the Company including costs and expenses of any successfully defended
legal proceedings.
AUDITOR
HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration as set out on page 22 has been received for the year ended 30
June 2023 and forms part of this directors’ report.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in
any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the
Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the directors.
...............................................................
E W EDWARDS
Managing Director
Dated at Perth this 31st day of July, 2023.
Athena Resources Limited
Page 21
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Athena Resources Limited for
the year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have
been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
31 July 2023
M R Ohm
Partner
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
PROFIT & LOSS
Expenses
Directors’ remuneration
Salaries and employee costs
Legal and professional
Office and communication
Listing and share registry
Financial expenses
Depreciation
Other expenses
AND CONTROLLED
ENTITIES
Note
Consolidated
2023
$
2022
$
270,000
245,718
200,193
13,546
66,488
44,094
48
106,643
6
244,000
227,337
144,568
11,304
51,375
41,540
-
68,996
Total Expenses
946,730
789,120
Recoveries to capitalised exploration
7
(265,750)
(241,400)
Expenses net of recoveries
680,980
547,720
Other income
-
-
LOSS BEFORE INCOME TAX BENEFIT
680,980
547,720
Income tax benefit
3
-
-
NET LOSS FOR THE YEAR
680,980
547,720
Other comprehensive income
-
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
680,980
547,720
Basic loss per share (cents per share)
24
0.073
0.072
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 23
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
BALANCE SHEET
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON-CURRENT ASSETS
AND CONTROLLED
ENTITIES
Note
Consolidated
2023
$
2022
$
4
5
1,436,016
132,877
663,311
232,913
1,568,893
896,224
Plant and equipment
Mineral exploration and evaluation
6
7
1,714
12,168,588
-
10,965,438
Total Non-Current Assets
12,170,302
10,965,438
TOTAL ASSETS
CURRENT LIABILITIES
Trade creditors and accruals
Annual leave payable
Other liabilities
Long service leave provision
13,739,195
11,861,662
8
9
10
195,734
36,955
22,734
62,408
62,120
34,187
424,855
-
Total Current Liabilities
317,831
521,162
NON-CURRENT LIABILITIES
Long service leave provision
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
-
-
56,001
56,001
317,831
577,163
13,421,364
11,284,499
13
14
12
21,154,196
943,414
(8,676,246)
13,421,364
18,956,665
323,100
(7,995,266)
11,284,499
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 24
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
EQUITY
Consolidated
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total
$
Year ended 30 June 2022
Balance at 1 July 2021
Issue of shares
Issue costs – cash based
Issue costs – fair value of options
Comprehensive loss for the year
Balance at 30 June 2022
16,543,107
3,048,270
(319,112)
(315,600)
-
18,956,665
Year ended 30 June 2023
Balance at 1 July 2022
Issue of shares
Issue costs – cash based
Issue costs – fair value of options
Comprehensive loss for the year
Balance at 30 June 2023
18,956,665
2,575,000
(377,469)
-
-
21,154,196
-
7,500
-
315,600
-
323,100
323,100
620,314
-
943,414
(7,447,546)
-
-
(547,720)
(7,995,266)
9,095,561
3,055,770
(319,112)
-
(547,720)
11,284,499
(7,995,266)
-
-
-
(680,980)
(8,676,246)
11,284,499
3,195,314
(377,469)
-
(680,980)
13,421,364
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 25
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
CASH FLOW
AND CONTROLLED
ENTITIES
Note
Consolidated
2023
$
2022
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers
(643,917)
(816,324)
Net Cash (Outflow) from Operating Activities
15
(643,917)
(816,324)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets
Payments for mineral exploration and evaluation
(1,763)
(1,399,460)
-
(1,347,054)
Net Cash (Outflow) From Investing Activities
(1,401,223)
(1,347,054)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Repayments of borrowings from related parties
Share issue transaction costs
3,155,314
-
(337,469)
3,055,770
(40,000)
(319,112)
Net Cash Inflow from Financing Activities
2,817,845
2,696,658
Net increase in cash held
772,705
533,280
Cash and cash equivalents at beginning of the financial year
663,311
130,031
Cash and cash equivalents at the end of the financial year
4
1,436,016
663,311
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 26
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
NOTE 1 - STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
These consolidated financial statements are general purpose financial statements prepared in
accordance with the requirements of the Corporations Act 2001
including Accounting
Interpretations and other authoritative pronouncements of the Australian Accounting Standards
Board (‘AASB’) and applicable accounting standards.
The accounting policies and methods of computation adopted are consistent with those of the
previous financial year except for the impact of the new standards and interpretations effective 1
July 2022 disclosed below. These accounting policies are consistent with Australian Accounting
Standards and with International Financial Reporting Standards.
The financial statements were authorised for issue on 31 July 2023.
The financial statements comply with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS
ensures that the financial report, comprising the financial statements and notes thereto, complies
with International Reporting Standards (IFRS).
Basis of Preparation
This report has been prepared on a historical cost basis. Cost is based on the fair value of the
consideration given in exchange for assets. The company is domiciled in Australia and all amounts
are presented in Australian dollars, unless otherwise noted.
Reporting Basis and Conventions (Going Concern)
The financial report has been prepared on the basis of accounting principles applicable to a going
concern, which assumes the commercial realisation of the future potential of Athena’s assets and
the discharge of its liabilities in the normal course of business.
The Board considers that Athena is a going concern and recognises that additional funding is
required to ensure that it can continue to fund its operations and further develop its mineral
exploration and evaluation assets during the twelve-month period from the date of approval of this
financial report. The Company has access to the following potential sources of funding:
• The placement of securities under the ASX Listing Rule 7.1 or otherwise;
• An excluded offer pursuant to the Corporations Act 2001;
• The sale of assets; or
• Deferral of creditors payments
Should such funding not be received, or not received on a sufficiently timely basis, there would be
a material uncertainty which may cast significant doubt as to the Group’s ability to continue as a
going concern and realise its assets and extinguish its liabilities in the ordinary course of business,
and at the amounts stated in the financial report.
Athena Resources Limited
Page 27
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
Significant accounting judgements and key estimates
The preparation of financial reports requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expense. Actual results may differ from these estimates.
In preparing this annual report, the significant judgements made by management in applying the
Group’s accounting policies and the key sources of estimation uncertainty were the same as those
that applied to the consolidated financial report for the year ended 30 June 2022.
As announced to ASX on 20 December 2022, the Mining Warden has recommended against the
granting of partial exemption from the expenditure requirements for 2020 in respect of exploration
licences E09/1507 and E09/1552.
The Minister has yet to decide whether to grant or refuse the applications. Should the application
be refused, the Minister has the discretion to do nothing, apply a fine of up to $10,000 per tenement
or forfeit the tenements.
The Company has applied for a judicial review of the Warden’s decision relating to the exemption
application. The Judicial Review has now been listed for hearing before a Judge in the Supreme
Court on 24 August 2023.
The Company retains current tenure whilst the above process is taking place.
Adoption of New and Revised Standards
In the year ended 30 June 2023, the directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the Group’s operations and effective
for annual reporting periods beginning on or after 1 July 2022.
It has been determined by the directors that there is no impact, material or otherwise, of the new
and revised standards and interpretations on the Group’s business and therefore, no change is
necessary to Group accounting policies.
The directors have also reviewed all new Standards and Interpretations that have been issued but
are not yet effective for the year ended 30 June 2023. As a result of this review the directors have
determined that there is no impact, material or otherwise, of the new and revised Standards and
Interpretations on the Group’s business and, therefore, no change necessary to Group accounting
policies.
Segment Reporting
Operating segments are reported in a manner that is consistent with the internal reporting provided
to the chief operating decision maker. The chief operating decision maker has been identified as
the Board of Athena Resources Limited.
Accounting Policies
Principles of Consolidation
A controlled entity is any entity controlled by Athena Resources Limited. Control exists where
Athena Resources Limited has the capacity to dominate the decision making in relation to the
financial and operating policies of another entity so that the other entity operates with Athena
Resources Limited to achieve the objectives of Athena Resources Limited. All controlled entities
have a 30 June financial year-end.
Athena Resources Limited
Page 28
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
All intercompany balances and transactions between entities in the consolidated entity, including
any unrealised profit or losses, have been eliminated on consolidation. Accounting policies of
subsidiaries have been changed where necessary to ensure consistencies with those policies
applied by the parent entity.
Where controlled entities have entered or left the Group during the year, their operating results
have been included from the date control was obtained or until the date control ceased.
Income Tax
The charge for current income tax expenses is based on the profit for the year adjusted for any
non-assessable or disallowable items. It is calculated using tax rates that have been enacted or
are substantively enacted by the balance date.
Deferred tax is accounted for in respect of temporary differences arising between the tax bases of
assets and liabilities and their carrying amount in the financial statements. No deferred income tax
will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset
is realised, or liability is settled. Deferred tax is credited in the statement of comprehensive income
except where it relates to items that may be credited directly to equity, in which case the deferred
tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits
will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the
assumption that no adverse change will occur in income taxation legislation and the anticipation
that the Group will derive sufficient future assessable income to enable the benefit to be realised
and comply with the conditions of deductibility imposed by the law.
Plant and Equipment
Plant and equipment are measured on the cost basis less accumulated depreciation and
accumulated impairment losses.
The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not
in excess of the recoverable amount from these assets. The recoverable amount is assessed on
the basis of the expected net cash flows which will be received from the asset’s employment and
subsequent disposal. The expected net cash flows have been discounted to their present values
in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when it is probable that future consolidated benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the statement of comprehensive income during the financial period in
which they are incurred.
Depreciation
The depreciable amount of all fixed assets including capitalised lease assets, but excluding
computers, is depreciated on a reducing balance commencing from the time the asset is held ready
Athena Resources Limited
Page 29
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
for use. Computers are depreciated on a straight-line basis over their useful lives to the
consolidated entity commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Plant and Equipment
Depreciation Rate
33%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These gains and losses are included in the statement of comprehensive income. When revalued
assets are sold, amounts included in the revaluation reserve relating to that asset are transferred
to accumulated losses.
Mineral Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in
respect of each identifiable area of interest. Tenement acquisition costs are initially capitalised.
Costs are only carried forward to the extent that they are expected to be recouped through the
successful development of the areas, sale of the respective areas of interest or where activities in
the area have not yet reached a stage, which permits reasonable assessment of the existence of
economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full in the year in which the
decision to abandon the areas is made.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically recoverable
reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation
activities are expensed as incurred and treated as exploration and evaluation expenditure.
Impairment of Assets
At each reporting date, the Directors review the carrying values of its tangible and intangible assets
to determine whether there is any indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the assets, being the higher of the asset’s fair value
less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive
income.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Athena Resources Limited
Page 30
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
Provisions
Provisions are recognised where there is 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.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks and other short-
term highly liquid investments with original maturities of three months or less.
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates
applicable to the financial assets.
All revenue is stated net of the amount of goods and service tax (GST).
Share-based Payments
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is
independently determined using either the Binomial or Black-Scholes option pricing model that
takes into account the exercise price, the term of the option, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and
the risk free interest rate for the term of the option, together with non-vesting conditions that do not
determine whether the consolidated entity receives the services that entitle the employees to
receive payment. No account is taken of any other vesting conditions.
Goods and Services Tax (GST)
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 an item of the
expenses. Receivables and payables in the statement of financial position are shown inclusive of
GST.
Issued Capital
Issued and paid up capital is recognised at the fair value of the consideration received by the
company. Any transaction costs arising on the issue of ordinary shares are recognised directly in
equity as a reduction of the share proceeds received.
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
Impairment of Exploration Expenditure
The Directors assess impairment at each reporting date by evaluating conditions specific to the
Group that may lead to impairment of exploration expenditure. In making this assessment, the
Directors have considered the existence of any possible indicators of impairment per AASB 6
“Exploration for and Evaluation of Mineral Resources”.
On the basis of this review, the Directors have not written off any exploration expenditure during
the financial year and are satisfied that no impairment is present at 30 June 2023.
Athena Resources Limited
Page 31
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
Critical Accounting Estimates and Judgements
The preparation of the financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts in the financial statements. Management
continually evaluates its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions
on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
1) Exploration and evaluation costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated
entity will commence commercial production in the future, from which time the costs will
be amortised in proportion to the depletion of the mineral resources. Key judgements are
applied in considering costs to be capitalised which includes determining expenditures
directly related to these activities and allocating overheads between those that are
expensed and capitalised. In addition, costs are only capitalised that are expected to be
recovered either through successful development or sale of the relevant mining interest.
Factors that could impact the future commercial production at the mine include the level of
reserves and resources, future technology changes, which could impact the cost of mining,
future legal changes and changes in commodity prices. To the extent that capitalised costs
are determined not to be recoverable in the future, they will be written off in the period in
which this determination is made.
2) Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees
by reference to the fair value of the equity instruments at the date at which they are granted.
The fair value is determined by using either the Binomial or Black-Scholes model taking
into account the terms and conditions upon which the instruments were granted. The
accounting estimates and assumptions relating to equity-settled share-based payments
would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.
Athena Resources Limited
Page 32
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
NOTE 2 - LOSS FROM ORDINARY ACTIVITIES BEFORE TAX EXPENSE
Expenses
Depreciation of non-current assets:
Plant and equipment
Total depreciation of non-current assets
NOTE 3 - INCOME TAX
Consolidated
2023
$
2022
$
48
48
-
-
No income tax is payable by Athena as each entity in the Group incurred a loss for tax purposes for the
year and each has available recoupable income tax losses at balance date. The aggregate of income
tax attributable to the financial year differs from the amount calculated on the operating loss. The
differences are calculated as follows:
Tax Losses for the year
Loss for the year
Income tax credit calculated at 25% (2022 25%)
Deferred tax asset not recognised
Income Tax Attributable to Operating Loss
Accumulated Tax Losses
Loss for the year
Disallowable expenses
Timing differences on depreciation of assets
Exploration expenditure
Provisions movement
Section 40-880 deduction
Tax loss for the year
Tax losses brought forward
Current year loss
Tax losses carried forward
Consolidated
2023
$
2022
$
680,980
547,720
170,245
(170,245)
-
136,930
(136,930)
-
$
$
680,980
547,720
(4,642)
1,714
(2,506)
2,142
1,203,150
409,950
1,718,200
(418,171)
233,327
2,524,479
157,832
2,005,217
16,358,511
2,524,479
18,882,990
14,353,294
2,005,217
16,358,511
Athena Resources Limited
Page 33
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
INCOME TAX - continued
Section 40-880
AND CONTROLLED
ENTITIES
Consolidated
2023
2022
Balance brought forward
Share Issue costs per Statement of Financial Position (Note 13)
Fair value of options issued (Note 13)
Claim for the year
Balance carried forward – available for claim in future years
588,692
377,469
-
(233,327)
732,834
111,812
319,112
315,600
(157,832)
588,692
The potential deferred tax asset has not been brought to account in the financial report at 30 June 2023
as the Directors do not believe it is appropriate to regard the realisation of the asset as probable. This
asset will only be obtained if:
(a) The Company and its controlled entities derive future assessable income of an amount and
type sufficient to enable the benefit from the deductions for the tax losses and the unrecouped
exploration expenditure to be realised;
(b) The Company and its controlled entities continue to comply with the conditions for deductibility
imposed by tax legislation; and
(c) No changes in tax legislation adversely affect the company and its controlled entities in
realising the benefit from the deductions for the tax losses and unrecouped exploration
expenditure.
Franking Credits
No franking credits are available at balance date for the subsequent financial year.
NOTE 4 - CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Consolidated
2023
$
1,436,016
1,436,016
2022
$
663,311
663,311
Athena Resources Limited
Page 34
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 5 - TRADE AND OTHER RECEIVABLES
Current
Other Debtors
Prepaid Tenement Rent
Progress payments
GST Receivable
NOTE 6 - PLANT AND EQUIPMENT
AND CONTROLLED
ENTITIES
747
94,565
-
37,565
132,877
-
60,290
150,000
22,623
232,913
Year ended 30 June 2022
Balance at 1 July 2020
Additions
Disposals
Depreciation Charge
Balance at 30 June 2022
Year ended 30 June 2023
Balance at 1 July 2022
Additions
Disposals
Depreciation Charge
Balance at 30 June 2023
Cost
$
Accumulated
Depreciation
$
Net Book
Value
$
71,356
-
-
-
71,356
71,356
1,762
-
-
73,118
(71,356)
-
-
-
(71,356)
(71,356)
-
-
(48)
(71,404)
-
-
-
-
-
-
1,762
-
(48)
1,714
NOTE 7 - MINERAL EXPLORATION AND EVALUATION
Exploration and evaluation phase:
Consolidated
2023
$
2022
$
Balance at 1 July 2022
10,965,438
9,247,238
Expenditure during the year on external costs and services
Overheads recovered through timesheet allocations
937,400
265,750
1,476,800
241,400
Balance at 30 June 2023
12,168,588
10,965,438
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation
phase is dependent on the successful development and commercial exploitation or sale of the
respective areas.
Athena Resources Limited
Page 35
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 8 - TRADE CREDITORS AND ACCRUALS
Current
Accounts payable
NOTE 9 - OTHER LIABILITIES
Accrued overhead expenses
Accrued exploration expenses
Days in lieu
Employee deductions and entitlements
AND CONTROLLED
ENTITIES
195,734
195,734
62,120
62,120
7,000
-
731
15,003
22,734
-
376,000
26,937
21,918
424,855
NOTE 10 - LONG SERVICE LEAVE PROVISION
Due to a resignation effective 14 July 2023 the Long Service Leave provision has been re-classified to
current liabilities.
NOTE 11 - RELATED PARTY LOANS
There have been no related party loan movements during the current year and no balances outstanding
at 30 June 2023.
NOTE 12 - ACCUMULATED LOSSES
Balance at beginning of the year
Net Loss for the year
Balance at end of the year
Consolidated
2023
$
(7,995,266)
(680,980)
(8,676,246)
2022
$
(7,447,546)
(547,720)
(7,995,266)
Athena Resources Limited
Page 36
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 13 - CONTRIBUTED EQUITY
Issued Capital
Balance at beginning of year
Issued during the year for cash
Share issue costs – cash based
Share issue costs – fair value of options
Balance at end of year
Issued Capital
AND CONTROLLED
ENTITIES
2023
$
2022
$
18,956,665
2,575,000
(377,469)
-
21,154,196
16,543,107
3,048,270
(319,112)
(315,600)
18,956,665
Shares
2023
Shares
2022
Balance at beginning of year
Issued during the year for cash under 1:1 Rights Issue
Issued during the year for cash under Placements
Issued during the year with shareholder approval
Balance at end of year
812,967,558
-
257,500,000
-
1,070,467,558
361,033,779
361,033,779
20,000,000
70,900,000
812,967,558
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
Athena Resources Limited
Page 37
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 14 - RESERVES
Share Options
Issued and fully paid
AND CONTROLLED
ENTITIES
Consolidated
30 June
2023
$
30 June
2022
$
943,414
323,100
Movements in reserves of the Company were as follows:
Year to 30 June 2022
Number
$
At 1 July 2021
Share based payment transactions
Options issued
At 30 June 2022
Year to 30 June 2023
At 1 July 2022
NRRI free attaching options
Lead manager options
NRRI options issue
NRRI Option shortfall
Free attaching options at nil value
Lead manager options at 0.1c per option
At 30 June 2023
-
-
75,000,000
75,000,000
75,000,000
57,500,000
5,000,000
163,832,940
126,323,913
200,000,000
30,000,000
657,656,853
-
315,600
7,500
323,100
323,100
-
10,000
327,666
252,648
-
30,000
943,414
The share-based payment reserve is used to recognise difference between the amount paid for options
and the fair value on grant date. Fair value was independently determined using the Black-Scholes
option pricing model that took into account the exercise price, the term of the option, the share price at
grant date and expected price volatility of the underlying share.
Listed options were issued to Peak Asset Management for services relating to their role as lead
managers. These were valued at the listed price of the options on grant date.
Athena Resources Limited
Page 38
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 15 - STATEMENT OF CASH FLOWS
Reconciliation of loss after income tax to net operating cash flows
AND CONTROLLED
ENTITIES
Consolidated
2023
$
2022
$
Loss from ordinary activities
680,980
547,720
Depreciation
(48)
-
Movement in assets and liabilities
Receivables and prepayments
Payables and provisions
Net cash used in operating activities
(134,310)
97,295
643,917
6,228
262,376
816,324
NOTE 16 - FINANCIAL INSTRUMENTS
The Directors have assessed that the carrying value of financial assets and financial liabilities
approximate their fair value at balance date.
NOTE 17 - COMMITMENTS FOR EXPENDITURE
Mineral Tenement Leases
In order to maintain current rights of tenure to mining tenements, the Group will be required to outlay
amounts of $3,257,000 (2022: $3,257,000) in respect of minimum tenement expenditure requirements
and lease rentals. The obligations are not provided for in the financial report and are payable as follows:
Not later than one year
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
Consolidated
2023
$
651,400
651,400
1,954,200
3,257,000
2022
$
651,400
651,400
1,954,200
3,257,000
The Company has a number of avenues available to continue the funding of its current exploration
program and as and when decisions are made, the Company will disclose this information to
shareholders.
NOTE 18 - CONTINGENT LIABILITIES
Athena Resources Limited and its controlled entities have no known material contingent liabilities as at
30 June 2023.
Athena Resources Limited
Page 39
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
NOTE 19 - INVESTMENT IN CONTROLLED ENTITIES
Class of
Shares
Book Value of Athena’s
Investments
Complex Exploration Pty Ltd
Capricorn Resources Pty Ltd
Byro Exploration Pty Ltd
Ordinary
Ordinary
Ordinary
100%
100%
100%
2023
$
100
200
1,390,000
1,390,300
2022
$
100
200
1,390,000
1,390,300
The above controlled entities are incorporated in Australia.
The book value of Athena Resources Limited’s investment in the ordinary shares of controlled entities
is at cost, which does not exceed the underlying net assets of each entity.
Byro Exploration Pty Ltd is a wholly owned subsidiary of Complex Exploration Pty Ltd.
NOTE 20 - SEGMENT INFORMATION
During the year the Group operated principally in one business segment being mineral exploration
within Australia.
NOTE 21 - KEY MANAGEMENT PERSONNEL
(a) Directors
The names and positions of Directors in office at any time during the financial year are:
Edmond William Edwards
Peter John Newcomb
Hau Wan Wai
David Colin Wheeler
Clinton Stash Moxham
Managing Director
Executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Giuseppe Paolo Graziano
Non-executive Director
Appointed 23 September 2022
Resigned 30 September 2022
Appointed 1 August 2022
Resigned 30 September 2022
Resigned 1 August 2022
(b) Remuneration Polices
Remuneration policies are disclosed in the Remuneration Report which is contained in the Directors’
Report.
Athena Resources Limited
Page 40
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(c) The total remuneration paid to Directors is summarised below:
Year ended 30 June
Short-term employee benefits
Post-employment benefits
Other-long term benefits
AND CONTROLLED
ENTITIES
Consolidated
2023
$
399,123
-
-
399,123
2022
$
216,000
-
-
216,000
At 30 June there was $29,500 payable to Directors and their personally related entities.
NOTE 22 - RELATED PARTY INFORMATION
Transactions within the Group
Non-current receivables – Controlled Entities
Less: Provision for non-recovery
Parent Entity
2023
$
2022
$
13,724,073
(1,554,985)
12,169,088
12,520,923
(1,554,985)
10,965,938
Note 27
NOTE 23 - REMUNERATION OF AUDITORS
Amount received, or due and receivable, by the auditors for:
Auditing and reviewing of the consolidated financial statements
Other services – Independent Limited Assurance Report
Consolidated
2023
$
41,455
-
41,455
2022
$
23,823
7,575
31,398
Audit fees are included in Legal and Professional expenses in the Statement of Comprehensive Income.
Athena Resources Limited
Page 41
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24 - LOSS PER SHARE
AND CONTROLLED
ENTITIES
Consolidated
2023
$
2022
$
Loss used in the calculation of loss per share
680,980
547,720
Weighted average number of ordinary shares outstanding during
the year
934,206,003
758,234,951
Basic loss per share (cents per share)
0.073
0.072
NOTE 25 - FINANCIAL RISK MANAGEMENT
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and
accounts payable.
The Board’s overall risk management strategy seeks to assist the group in meeting its financial targets,
whilst minimising potential adverse effects on financial performance. The Group has developed a
framework for a risk management policy and internal compliance and control systems that covers the
organisational, financial and operational aspects of the Group’s affairs. The Chairman is responsible for
ensuring the maintenance of, and compliance with, appropriate systems.
Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are interest rate risk and
liquidity risk.
Athena Resources Limited
Page 42
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
Interest Rate Risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will
fluctuate as a result of change in the market, interest rate and the effective weighted average interest
rate on these financial assets, is as follows:
Financial Assets
- Cash at bank
- Trade debtors
Total Financial Assets
Financial Liabilities
- Trade Creditors
- Accruals
- Related Party Loans
Total Financial Liabilities
Non-Interest Bearing
Floating Interest Rate
2023
$
1,436,016
132,877
1,568,893
195,734
122,097
317,831
2022
$
663,311
232,913
896,224
62,120
515,043
-
577,163
2023
$
2022
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Weighted Average Effective Interest Rate is 0% (2022: 0.1%)
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows.
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance
date, is the carrying amount net of any allowance for doubtful debts, as disclosed in the statement of
financial position and notes forming part of the financial statements.
In the case of cash deposited, credit risk is minimised by depositing with recognised financial
intermediaries such as banks, subject to Australian Prudential Regulation Authority supervision.
The Group does not have any material risk exposure to any single debtor or group of debtors under
financial instruments entered into by it.
Capital Management Risk
Management controls the capital of the Group in order to maximise the return to shareholders and
ensure that the Group can fund its operations and continue as a going concern.
Management effectively manages the consolidated entity’s capital by assessing the Group’s financial
risks and adjusting its capital structure in response to changes in these risks and in the market. These
responses include the management of expenditure and debt levels and share and option issues. There
have been no changes in the strategy adopted by management to control capital of the Group since the
prior year.
Athena Resources Limited
Page 43
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
Financial Instruments
Net Fair Values
For financial assets and liabilities, the net fair value approximates their carrying value. The Group has
no financial assets or liabilities that are readily traded on organised markets at balance date and has
no financial assets where the carrying amount exceeds net fair values at balance date.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are
disclosed in the statement of financial position and in the notes to and forming part of the financial
statements.
Interest Rate Sensitivity Analysis
The Group does not have a material exposure to interest rate risk.
NOTE 26 - EVENTS SUBSEQUENT TO BALANCE DATE
On 1 July 2023 Jeffrey David Swingler and Terence Paul Weston were appointed Non-executive
Directors.
No other matters or circumstances have arisen since the end of the financial year that have significantly
affected, or may significantly affect, the operations of the Group, the results of these operations or the
state of affairs of the Group, in the current or subsequent financial years.
Athena Resources Limited
Page 44
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27 - PARENT ENTITY DISCLOSURES
Note 22
Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON-CURRENT ASSETS
Plant and equipment
Investment in subsidiaries
Loans to subsidiaries
Total Non-Current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
NON-CURRENT LIABILITIES
Long service leave provision
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY
Financial Performance
(Loss) for the year
Other comprehensive income
Total comprehensive (loss)
AND CONTROLLED
ENTITIES
2023
$
1,435,216
132,877
1,568,093
1,714
300
12,169,088
12,171,102
2022
$
662,511
232,913
895,424
-
300
10,965,938
10,966,238
13,739,195
11,861,662
317,831
317,831
521,162
521,162
-
56,001
317,831
577,163
13,421,364
11,284,499
22,097,610
(8,676,246)
19,279,765
(7,995,266)
13,421,364
11,284,499
(680,980)
(680,980)
(547,720)
-
(547,720)
The parent entity has not entered into any guarantees in relation to debts of its subsidiaries, has no
contingent liabilities, and has no commitments for acquisition of property, plant and equipment.
The ultimate recovery of the loans to the subsidiaries is dependent on the successful development
and/or commercial exploitation or sale of the subsidiaries’ exploration assets.
Athena Resources Limited
Page 45
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
1.
In the opinion of the directors of Athena Resources Limited (‘the Company’):
a)
the accompanying financial statements and notes are in accordance with the Corporations
Act 2001 including:
(i)
(ii)
b)
c)
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of
its performance for the year then ended; and
complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable.
the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the
directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended
30 June 2023.
_______________________________
E W Edwards
Managing Director
Dated at Perth this 31st day of July 2023
Athena Resources Limited
Page 46
INDEPENDENT AUDITOR’S REPORT
To the Members of Athena Resources Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Athena Resources Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
(b)
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 in the financial report, which indicates that a material uncertainty exists that
may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Key Audit Matter
How our audit addressed the key audit
matter
Mineral exploration and evaluation
Refer to Note 7
The Group has a capitalised mineral
exploration and evaluation balance of
$12,168,588 as at 30 June 2023.
In
accordance with AASB 6 Exploration for and
Evaluation of Mineral Resources, the Group
capitalises
evaluation
exploration
expenditure as incurred.
and
We considered this to be a key audit matter due
to its materiality, the degree of audit effort and
communication with management necessary
and its importance for the users’ understanding
of the financial statements.
Our procedures included but were not
limited to:
- Obtaining evidence that the Group has
current rights to tenure of its areas of
interest;
- Substantiating a sample of exploration
and evaluation expenditure;
- Considering the Directors’ assessment
of potential indicators of impairment
under AASB 6 Exploration for and
Evaluation of Mineral Resources
in
addition to making our own assessment;
- Examining the exploration budget and
discussing with management the nature
of planned ongoing activities; and
- Assessing the appropriateness of the
disclosures included in the relevant
notes to the financial report.
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 Group’s annual report for the year ended 30 June 2023, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or 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 Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
− Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’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 Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
−
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.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 30 June
2023.
In our opinion, the Remuneration Report of Athena Resources Limited for the year ended 30 June 2023
complies with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
31 July 2023
M R Ohm
Partner
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2023
ANALYSIS OF SHAREHOLDING – 14 JULY 2023
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – 500,000
500,001 – or more
Total on issue
AND CONTROLLED
ENTITIES
Holders
SHARES
35
49
62
389
318
250
4,991
141,637
533,065
19,549,619
82,109,513
968,128,733
1,070,467,558
433 shareholders, with a total of 10,927,107 shares, hold less than marketable parcel of $500.
Voting Rights
Article 16 of the Constitution specifies that on a show of hands every member present in person, by
attorney or by proxy shall have:
(a) for every fully paid share held by him one vote.
(b) for every share which is not fully paid a fraction of the vote equal to the amount paid up
on the share over the nominal value of the shares.
Substantial Shareholders
The following substantial shareholders have notified the Company in accordance with Corporations Act
2001.
Goldway Mega Trade Limited
Edmond William Edwards
Peter Andrew Nelson
Peter John Newcomb
Alister Murdock MacDonald
Brilliant Glory Investments Pty Ltd
Directors’ Shareholding
72,082,857
69,378,831
65,197,459
58,263,042
58,000,000
49,250,000
Interest of each director in the share capital of the Company is detailed in the Remuneration Report.
Athena Resources Limited
Page 51
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
TOP TWENTY SHAREHOLDERS 28 JULY 2023
Shareholder
Shares
%
Rank
Goldway Mega Trade Limited
Mr Peter Andrew Nelson
Tied Nominees Pty Ltd
Stonydeep Investments Pty Ltd
Brilliant Glory Investments Pty Ltd
Technical Ceramic Marketing Services Pty Ltd
Mr David Webster
Ms Natasha Baker
Mr James Gregory Puklowski
Cobpen Co Investments Pty Ltd
Mr Terence Paul Weston
10 Bolivianos Pty Ltd
Mr Harold Gordon Shore
Kelanco Pty Ltd
Mr Alister Macdonald + Mrs Lidia Saez Macdonald
Citicorp Nominees Pty Limited
BNP Paribas Nominees Pty Limited
Twin Oaks Super Pty Ltd
Mr Constantine Differding + Mrs Tonie Differding
BNP Paribas Noms Pty Ltd
Total
72,082,857
65,197,459
58,298,138
58,263,042
49,250,000
44,000,000
18,750,000
17,461,111
15,900,000
15,096,626
14,000,000
12,666,386
12,395,749
12,100,000
12,000,000
10,799,647
10,791,042
10,000,000
9,500,000
8,702,668
527,254,725
6.73
6.09
5.45
5.27
4.60
4.11
1.75
1.63
1.49
1.41
1.31
1.18
1.16
1.13
1.12
1.00
1.00
0.93
0.89
0.81
49.28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
TOP TWENTY UNLISTED OPTIONHOLDERS 28 JULY 2023
Optionholder
Options
%
Rank
Celtic Capital Pty Ltd
CPS Capital No 5 Pty Ltd
Plutus Ventures Pty Ltd
Mr David Peter Valentino
Mr Brent Joseph Evitt
Mercury Anetac Capital Pty Ltd
Phi Group Pty Ltd
Princeton Capital (WA) Pty Ltd
Honeybee Anhm Pty Ltd
Mr Mason King
Total
39,482,724
22,499,997
5,331,573
4,102,381
716,665
716,665
716,665
716,665
537,499
179,166
75,000,000
52.64
30.00
7.11
5.47
0.96
0.96
0.96
0.96
0.72
0.24
100.00
1
2
3
4
5
6
7
8
9
10
Athena Resources Limited
Page 52
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
TOP TWENTY LISTED OPTIONHOLDERS 28 JULY 2023
Optionholder
Options
%
Rank
Technical Ceramic Marketing Services Pty Ltd
Stonydeep Investments Pty Ltd
Mr Lemuel Cherloaba
Adroit Capital Investments Pty Ltd
Goffacan Pty Ltd
Ms Chunyan Niu
Twin Oaks Super Pty Ltd
Mr Darryl Gregor Abotomey
Mr Andrew John Puklowski
Tornado Nominees Pty Ltd
BNP Paribas Nominees Pty Ltd
Lennox Investments Pty Ltd
Mr Shane Timothy Ball
Mr Conor Daley
Anzus Software Solutions Pty Ltd
Mr Scott Arthur Cluff
Mr Constantine Differding + Mrs Tonie Differding
Mr Ching Hsiung Tseng
Matthew Burford Super Fund Pty Ltd
Tornado Nominees Pty Ltd
40,000,000
30,000,000
30,000,000
30,000,000
22,000,000
19,087,838
18,000,000
17,800,000
16,000,000
15,000,000
14,768,655
12,800,000
12,676,670
12,500,000
10,000,000
10,000,000
9,500,000
9,500,000
9,000,000
8,700,000
347,333,163
6.87
5.15
5.15
5.15
3.78
3.28
3.09
3.05
2.75
2.57
2.53
2.20
2.18
2.15
1.72
1.72
1.63
1.63
1.54
1.49
59.61
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Athena Resources Limited
Page 53
INTEREST IN MINING TENEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
AND CONTROLLED
ENTITIES
INTEREST IN MINING TENEMENTS
Athena Resources Limited 100% Tenement Type
Applications pending
Byro Project Exploration
E09/1507 – see Note below
E09/1552 – see Note below
E09/1637
E09/1781
E09/1938
Byro Project Mining
M09/166
M09/168
Byro Project Water
E – Exploration License
Exemption 592781 Forfeiture 592786
Exemption 592782 Forfeiture 592787
M – Mining Lease
L09/112
L – Miscellaneous Licence
Note on applications pending
Exploration Licences E09/1507 and E09/1552 did not meet minimum expenditure requirements in the
year ending October 2020 and applications for exemption were made to the Mines Department.
The exemption applications were objected to by Alexander Creek (a wholly owned subsidiary of Buxton
Resources) on the same day, and shortly thereafter applications for forfeiture were lodged by Alexander
Creek. In the case of a forfeiture, the applicant has first rights to the tenement.
Buxton Resources had previously been given access to both the ground and to Athena’s data, under a
Confidentiality Agreement, and were aware of a potential shortfall in expenditure for that year.
The current status of the exemption applications, and the potential implications of this are discussed in
the announcement made to ASX on 13 June 2023.
ASX Announcement
Update on Status of Exemption Applications
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Athena Resources Limited is responsible for the corporate governance of the
Company. The Board guides and monitors the business and affairs of Athena Resources Limited on
behalf of the shareholders by whom they are elected and to whom they are accountable. The statement
reports on Athena Resources Limited’s key governance principles and practices.
Details of the Corporate Governance Statement can be found on the Athena Resources Limited’s
website at:
www.athenaresources.com.au/corporate/corporate-governance/
Athena Resources Limited
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