Athena
Resources
Limited
ABN 69 113 758 900
ANNUAL REPORT
30 JUNE 2024
Athena Resources Limited
Page 2
CONTENTS
Company information
3
Directors’ Report
4
Auditor’s Independence Declaration
17
Consolidated Entity Disclosure Statement
18
Statement of Comprehensive Income
19
Statement of Financial Position
20
Statement of Changes in Equity
21
Statement of Cash Flows
22
Notes to and Forming Part of the Financial Statements
23
Directors’ Declaration
42
Independent Auditor’s Report
43
Shareholder Details
47
Interest in Mining Tenements
50
Corporate Governance Statement
50
Athena Resources Limited
Page 3
COMPANY INFORMATION
ABN
69 113 758 900
Directors
J P Welborn
Chairman
P J Newcomb
Executive Director
T P Weston
Non-executive Director
G W Plowright
Non-executive Director
Company Secretary
P J Newcomb
Registered Office
Level 33
1 Spring Street
Perth, WA 6000
Telephone: +61 413 748 277
Email:ahn@athenaresources.com.au
Postal Address
Level 33
1 Spring Street
Perth, WA 6000
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth, WA 6000
Telephone: +61 8 9323 2000
Auditor
HLB Mann Judd
Level 4, 130 Stirling Street
Perth, WA 6000
Telephone: +61 8 9227 7500
Bankers
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 Codes: Ordinary Shares AHN
Listed Options AHNOA
Website
www.athenaresources.com.au
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 4
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 2024.
REVIEW OF OPERATIONS
Exploration and Evaluation
FE1 MAGNETITE PROJECT
Further Low Intensity Magnetic Separation testwork results from wet LIMS Optimisation confirm the suitability
of coarse “Cobber” LIMS, with results exceeding the rejection rate in the Process Mass Balance.
The recent LIMS testwork investigated the capabilities of the “Cobber” LIMS with a coarse feed of -1mm.
•
The mass rejection rates for all four composites were excellent with all four exceeding the allowance
of 40% in the Process Mass Balance.
•
Rejection rates were 43.7%, 51.3%, 55.3% and 61.8%.
•
The overall mass calculated rejection rate for the Non-Mag product is 51.1%, while
•
48.9% of mass reports into the Mag product with a grade of 48.2% Fe and an iron recovery of 84.4%.
This higher rejection rate reduces the load within the Secondary Grinding, Classification and
Rougher/Cleaner LIMS stages by approximately 10% and will reduce the Capex, Opex and Power Demand
within these stages.
Hole ID
Intercept
Ore Type
Grade
Fe%
Fe %
Recovery
Mass %
Recovered
Mass %
Rejected
AHRC0107D
21.8m from 77m
Weathered
42.2
82.1
48.7
51.3
AHRC0107D
48.2m from 115m
Fresh
51.2
92.7
56.3
43.7
AHRC0110D
13.5m from 23m
Weathered
65.7
80.7
38.2
61.8
AHRC0100D
49.9m from 40.5m
Fresh
44.4
81.0
44.7
55.3
Total of 133.4m
48.2
84.4
48.9
51.1
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 5
FE1 Scoping Study
The Byro FE1 Scoping Study was released on 20th May 2024.
The conclusion from the study showed an economically robust project based on pricing adjusted for the
higher grade and quality of the FE1 Magnetite.
Highlights included :-
•
A Mineral Resource of 29.3 Mt at 24.7$ Fe
•
A Production Target of 16.96 Mt at 26.1% Fe from the MRE of 29.3 Mt grading 24.7% Fe
•
A Process Rate of 2.4 Mtpa at an average grade of 26.1% Fe over an 8 year mine life with significant
potential to extend utilising additional resources
•
Magnetite recoveries based on extensive testwork of 79.1%
•
Production of 5.0 Mt of magnetite concentrates grading 70% Fe, 1.8% SiO2, 0.4% Al2O3, 0.002%
P and 0.03% S
•
Extremely high-grade concentrate with minimal impurities
•
Eminently suitable for DRI pellet production for supply to emerging Green Steel market
•
Payback period of just over three years from first production
BYRO BASE METALS PROJECT
•
Multiple new significant copper and nickel anomalies confirmed.
•
Nickel values to 1,300ppm and Copper to 152ppm.
BYRO RARE EARTHS PROJECT
•
Surface sampling at Milly Milly Prospect has identified multiple high priority REE anomalies
warranting further exploration.
•
REE anomalies include a peak value of 888ppm TREO with high percentage of valuable
magnetic rare earth elements 37% MREO/TREO, and 29% NdPr/TREO
•
Three +300ppm TREO soil anomalies have strike lengths greater than 2km.
The soil sampling at Milly Milly is the first geochemical sampling program targeting REE mineralisation in the
history of the project. This first pass soil survey utilised a relatively broad spaced grid that has outlined several
anomalies requiring further work, including infill sampling. Covering an area of approximately 52 km², this
work has been highly successful in the first pass identification and broad delineation of many new targets.
The Milly Milly REE contain high amplitude TREO peaks, with a maximum value of 888ppm. The top 33
sample results (TREO<350ppm) average percentage of the more valuable magnetic rare earth oxides
(MREO) averages 37%. Further, the ratio of neodymium (Nd) + Praseodymium (Pr) to TREO averages a
high 32%. These credentials are highly encouraging and indicate the potential for the Milly Milly Prospect to
yield even more significant anomalies as targets for drilling.
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 6
Total Rare Earth Oxide Calculation
Total Rare Earths Oxides (TREO) is the sum of the oxides of the light rare earth elements lanthanum (La),
cerium (Ce), praseodymium (Pr), neodymium (Nd), and samarium (Sm) and the heavy rare earth elements
europium (Eu), gadolinium (Gd), terbium (Tb), dysprosium (Dy), holmium (Ho), erbium (Er), thulium (Tm),
ytterbium (Yb), lutetium (Lu), and yttrium (Y).
•
TREO is the sum of all the rare earth oxides.
•
HREO is the sum of the oxides of the heavy rare earth elements: Sm, Eu, Gd, Tb, Dy,
Ho, Er, Tm, Yb, Lu and Y. The HREO are less common than the LREO and are
generally of higher value.
•
LREO is the sum of the oxides of the light rare earth elements: La, Ce, Pr and Nd.
•
MREO is a set of oxides that are referred to as the Magnetic Rare Earth Oxides. They are
Nd, Pr, Dy, Tb, Gd, Ho and Sm. These are generally considered to be of higher value
than the non-MREO.
•
NdPr is neodymium and praseodymium.
Detailed results of activities and discussion thereon are contained in our Quarterly Activities Reports which
are available on our website www.athenaresources.com.au.
Announcements relevant to the activities for the year are as follows:
24 July 2023
LIMS Optimisation Testwork Results
3 October 2023
Exploration Update
5 October 2023
Geochemical Soil Sampling Program
26 October 2023
Testwork Results and Status of Scoping Study Amended
13 February 2024
Rare Earth Element and Nickel-Copper Anomalies a Byro
20 May 2024
Scoping Study Byro FE1 Magnetite Project
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 7
Corporate
Management and Board
Changes to the Board during and after the end of the year under review are outlined below.
Share Capital and Options
During the year no shares or options were issued.
Convertible Notes
During the year 32 Convertible Notes were issued for proceeds of $320,000.
Since year end 68 Convertible Notes were issued for proceeds of $680,000.
The terms of the Notes Issue were announced on 1 March 2024 and are summarised in Note 10.
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
John Paul Welborn
Chairman
24/07/2024
Peter John Newcomb
Executive Director
23/09/2023
Terence Paul Weston
Non-executive Director
01/07/2023
Garry William Plowright
Non-executive Director
24/07/2024
Edmond William Edwards
Managing Director
11/04/2005
24/07/2024
Hau Wan Wai
Non-executive Director
29/12/2017
24/07/2024
Jeffrey David Swingler
Non-executive Director
01/07/2023
29/11/2023
Particulars of Directors
John Paul Welborn
Chairman
Qualifications
Mr Welborn holds a Bachelor of Commerce degree from the University of Western Australia and is a
Fellow of the Institute of Chartered Accountants in Australia, a Fellow of the Australian Institute of
Management and is a member of the Australian Institute of Mining and Metallurgy and the Australian
Institute of Company Directors.
Experience
Mr Welborn is a dynamic industry leader with extensive experience in the resources sector and is the
Executive Chairman of Fenix Resources Limied. Mr Welborn’s experience includes the successful
exploration, development and operation of numerous mining projects in Africa and Australia and more
than twenty years as a senior executive in corporate management, finance and investment banking.
Interest in Shares
None
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 8
Special Responsibilities
Funding, investor relations and long term strategic planning.
Directorships held in other listed entities
In the 3 years immediately before the end of the financial year Mr Welborn served as a director of the
following listed companies.
Fenix Resources Ltd
Executive Chairman
from November 2021
to present
Apollo Minerals Ltd
Non-executive Director
from February 2021
to October 2023
Equatorial Resources Ltd
Non-executive Director
from August 2010
to present
Orbital Corporation Ltd
Non-executive Director
from June 2014
to present
Peter John Newcomb
Executive Director and Company Secretary
Qualifications
Mr Newcomb is a member of Chartered Accountants Australia and New Zealand and a former Fellow of
the Institute of Chartered Accountants in England and Wales.
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
62,500,000 Fully Paid Shares
30,000,000 Listed Options
Special Responsibilities
Company Secretarial functions, financial reporting, financial modelling, information systems and general
administration.
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 9
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.
Terrence Paul Weston
Non-executive Director
Qualifications
Mr Weston holds the Degree of Bachelor of Applied Science (Metallurgy) from the 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
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/cobalt, 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
20,000,000 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.
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 10
Garry William Plowright
Non-executive Director
Experience
Mr Plowright is an experienced Executive with over 25 years experience in commercial and technical
development within the mining and exploration industry, working for some of Australia’s leading resource
companies. He has been involved in gold, base metals and iron ore exploration and mining development
projects both in Australia and overseas.
Previous experience with the supply and logistics of services to the mining and exploration industry
including capital raising, corporate governance and compliance, project management, mining
environmental approvals and regulations, contract negotiations, tenure management, land access,
stakeholder and community engagement. He has extensive experience in mining law and has provided
services to the industry in property acquisitions, project generation and joint venture negotiations.
Garry has held global operational and corporate roles with companies including Gindalbie Metals Ltd, Mt
Edon Gold Ltd, Pacmin Mining, Atlas Iron Ltd, Tigris Gold (South Korea) and Westland Titanium (New
Zealand), as well as Board position with Hexagon Energy Materials Ltd, Tigris Gold Ltd and Eagle Eye
Metals Ltd.
Garry has a strong background in strategic and a practical approach in running a project development
through the land access and environmental regulatory approval processes, and managing environmental
obligations and compliance requirements during mine construction and operational phases. This includes
tenure acquisition, due diligence (for asset acquisitions, disposals or IPOs), tenure compliance, Native
Title and heritage matters, and Land Access strategies.
Interest in Shares
None
Special Responsibilities
None
Directorships held in listed entities
In the 3 years immediately before the end of the financial year Mr Plowright served as a director of the
following listed companies.
Fenix Resources
Non-executive Director
from November 2018
to present
Hexagon Energy Materials
Non-executive Director
from June 2015
to present
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 11
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.
2024
2023
$
$
Consolidated loss after income tax for the financial year
696,229
680,980
Financial Position
At 30 June 2024 the Company has cash reserves of $18,942.
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.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
Except as stated in Note 24, 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.
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 12
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year
ended 30 June 2024, and the number of meetings attended by each Director.
These meetings included matters relating to the Remuneration and Nomination Committees of the
Company.
Number eligible to
attend
Number attended
Edmond William Edwards
9
9
Peter John Newcomb
9
9
Hau Wan Wai
9
9
Terence Paul Weston
9
8
Jeffrey David Swingler
5
5
The Company also attended to other Board business via several circular resolutions of the Board.
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:
Appointed
Resigned
John Paul Welborn
Chairman
24/07/2024
Peter John Newcomb
Executive Director
23/09/2023
Terence Paul Weston
Non-executive Director
01/07/2023
Garry William Plowright
Non-executive Director
24/07/2024
Edmond William Edwards
Managing Director
11/04/2005
24/07/2024
Hau Wan Wai
Non-executive Director
29/12/2017
24/07/2024
Jeffrey David Swingler
Non-executive Director
01/07/2023
29/11/2023
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 meetings, 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.
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 13
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.
Maximum fees payable to Non-Executive Directors is $150,000 per annum.
Service agreements of Directors
Director
Position
Monthly Fee
Note
Ed Edwards
Managing Director - Resigned
$15,000
(1)
Peter Newcomb
Executive Director
$5,000
(2)
Hau Wan Wai
Non-exec Director - Resigned
$5,000
Terry Weston
Non-exec Director
$5,000
(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 Company Secretarial 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:
Year ended 30 June 2024
Director
Associated Company
Fees
Consultancy
Total
$
$
$
E W Edwards
Tied Investments Pty Ltd
60,000
120,000
180,000
P J Newcomb
Symbios Pty Ltd
-
228,825
228,825
H W Wai
N/A
60,000
-
60,000
T P Weston
N/A
-
171,750
171,750
J D Swingler
Prescient Outcomes Australia Pty Ltd
25,000
-
25,000
145,000
520,575
665,575
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 14
Year ended 30 June 2023
Director
Associated Company
Fees
Consultancy
Total
$
$
$
E W Edwards
Tied Investments Pty Ltd
150,000
-
150,000
P J Newcomb
Symbios Pty Ltd
37,000
140,123
177,123
H W Wai
48,000
-
48,000
D C Wheeler
Pathways Corporate
12,000
-
12,000
G P Graziano
Pathways Corporate
4,000
-
4,000
C S Moxham
Mine Operations Exchange Pty Ltd
8,000
-
8,000
259,000
140,123
399,123
At 30 June 2024 there was $63,438 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.
Key Operating Outcomes of the Company
2024
2023
2022
2021
2020
$
$
$
$
$
Expenses net of recoveries
696,229
680,980
547,720
392,365
360,389
Other income
-
-
-
392,708
26,371
Loss/(profit) for the year
696,229
680,980
547,720
(343)
334,018
Capitalised exploration expenditure
876,676
1,203,150
1,718,200
408,075
429,279
Share price at start of year (cents)
0.60
1.90
1.40
1.40
1.80
Share price at end of year (cents)
0.20
0.60
1.90
1.40
1.40
Loss per share (cents)
0.065
0.073
0.072
0.000
0.110
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 15
Directors’ Shareholdings in the Company
Ordinary Shares
Director
Balance
1 July 2023
Balance on
appointment
Acquired
during the
year
At date of
resignation
Balance
30 June
2024
E W Edwards
69,378,831
-
-
-
69,378,831
H W Wai
49,250,000
-
-
-
49,250,000
P J Newcomb
57,000,000
-
5,500,000
-
62,500,000
T P Weston
-
14,000,000
6,000,000
-
20,000,000
J D Swingler
-
-
-
-
-
175,628,831
14,000,000
11,500,000
-
201,128,831
Listed Options
Director
Balance
1 July 2023
Balance on
appointment
Acquired
during the
year
At date of
resignation
Balance
30 June
2024
E W Edwards
-
-
-
-
-
H W Wai
-
-
-
-
-
P J Newcomb
16,466,670
-
13,533,330
-
30,000,000
T P Weston
-
-
6,000,000
-
6,000,000
J D Swingler
-
-
-
-
-
16,466,670
-
19,533,330
-
36,000,000
The shareholding disclosed for Hau Wan Wai is held in Brilliant Glory Investments Pty Ltd of which H W
Wai is a Director.
The Company received no specific feedback on its Remuneration Report at the 2023 Annual General
Meeting.
End of Remuneration Report
DIRECTORS’ REPORT
AND CONTROLLED ENTITIES
Athena Resources Limited
Page 16
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.
There were no shares issued during the period on the exercise of options granted.
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 had 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 [xx] has been received for the year ended 30
June 2024 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.
...............................................................
P J Newcomb
Executive Director
Dated at Perth this 27 day of September, 2024.
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Athena Resources Limited for the year ended
30 June 2024, 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
27 September 2024
M R Ohm
Partner
CONSOLIDATED ENTITY DISCLOSURE
STATEMENT
AND CONTROLLED
ENTITIES
AS AT 30 JUNE 2024
Athena Resources Limited
Page 18
CONSOLIDATED ENTITY DISCLOSRE
Name of entity
Type of entity
Share
capital
Country of
incorporation
Tax
residency
Athen Resources Limited (parent)
Body corporate
100%
Australia
Australia
Complex Exploration Pty Ltd
Body corporate
100%
Australia
Australia
Capricorn Resources Pty Ltd
Body corporate
100%
Australia
Australia
Byro Exploration Pty Ltd
Body corporate
100%
Australia
Australia
These wholly owned subsidiaries are not trustees, partners or participants in a Joint Venture.
There are no foreign resident companies or foreign resident jurisdictions.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 19
PROFIT & LOSS
Note
Consolidated
2024
2023
$
$
Expenses
Directors’ remuneration
145,000
259,000
Management fees
348,825
155,633
Contractor’s fees, salaries and employee costs
358,137
245,718
Legal and professional expenses
49,943
55,560
Office and communication expenses
7,240
13,546
Listing and share registry costs
47,179
66,488
Financial costs
43,938
44,094
Depreciation
6
1,067
48
Other expenses
81,212
106,643
Total Expenses
1,082,541
946,730
Recoveries to capitalised exploration
7
(386,312)
(265,750)
Expenses net of recoveries
696,229
680,980
Other income
-
-
LOSS BEFORE INCOME TAX BENEFIT
696,229
680,980
Income tax benefit
3
-
-
NET LOSS FOR THE YEAR
696,229
680,980
Other comprehensive income net of tax
-
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
696,229
680,980
Basic loss per share (cents per share)
22
0.065
0.073
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
AND CONTROLLED
ENTITIES
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 20
BALANCE SHEET
Note
Consolidated
2024
2023
$
$
CURRENT ASSETS
Cash and cash equivalents
4
18,942
1,436,016
Trade and other receivables
5
119,419
132,877
Total Current Assets
138,361
1,568,893
NON-CURRENT ASSETS
Plant and equipment
6
2,465
1,714
Mineral exploration and evaluation
7
13,045,264
12,168,588
Total Non-Current Assets
13,047,729
12,170,302
TOTAL ASSETS
13,186,090
13,739,195
CURRENT LIABILITIES
Trade creditors and accruals
8
122,422
195,734
Other liabilities
9
18,533
22,734
Convertible Note payable
10
320,000
-
Annual leave payable
-
36,955
Long service leave provision
-
62,408
Total Current Liabilities
460,955
317,831
TOTAL LIABILITIES
460,955
317,831
NET ASSETS
12,725,135
13,421,364
EQUITY
Issued capital
12
21,154,196
21,154,196
Reserves
13
943,414
943,414
Accumulated losses
11
(9,372,475)
(8,676,246)
TOTAL EQUITY
12,725,135
13,421,364
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 21
EQUITY
Consolidated
Issued
Capital
Reserves
Accumulated
Losses
Total
$
$
$
$
Year ended 30 June 2023
Balance at 1 July 2022
18,956,665
323,100
(7,995,266)
11,284,499
Issue of shares
2,575,000
620,314
-
3,195,314
Issue costs – cash based
(377,469)
-
-
(377,469)
Issue costs – fair value of options
-
-
-
Comprehensive loss for the year
-
(680,980)
(680,980)
Balance at 30 June 2023
21,154,196
943,414
(8,676,246)
13,421,364
Year ended 30 June 2024
Balance at 1 July 2023
21,154,196
943,414
(8,676,246)
13,421,364
Comprehensive loss for the year
-
-
(696,229)
(696,229)
Balance at 30 June 2024
21,154,196
943,414
(9,372,475)
12,725,135
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
These financial statements should be read in conjunction with the accompanying notes.
Athena Resources Limited
Page 22
CASH FLOW
Note
Consolidated
2024
2023
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers
(770,478)
(643,917)
Net Cash (Outflow) from Operating Activities
14
(770,478)
(643,917)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets
(1,817)
(1,763)
Payments for mineral exploration and evaluation
(964,779)
(1,399,460)
Net Cash (Outflow) From Investing Activities
(966,596)
(1,401,223)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
-
3,155,314
Proceeds from issue of convertible notes
320,000
-
Share issue transaction costs
-
(337,469)
Net Cash Inflow from Financing Activities
320,000
2,817,845
Net (decrease)/increase in cash held
(1,417,074)
772,705
Cash and cash equivalents at beginning of the financial year
1,436,016
663,311
Cash and cash equivalents at the end of the financial year
4
18,942
1,436,016
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 23
NOTES TO THE ACCOUNTS
NOTE 1 - STATEMENT OF MATERIAL 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 2023 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 27 September 2024.
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, whilst $680,000 of funding was drawn
down on after balance date, the Board recognises that additional funding is required to ensure that
it can continue to fund its operations, repay its debt, 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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 24
Convertible Note holder, Fenix Resources Limited, has confirmed that it will not seek to enforce
the cash repayment of its convertible notes, unless sufficient capital is raised and/or the financial
position of either Fenix or Athena materially changes, and is working with Athena to optimise its
convertible note investment in Athena, whilst ensuring that the Company can continue to meet its
obligations going forward.
Adoption of New and Revised Standards
In the year ended 30 June 2024, 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 2023.
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 2024. 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.
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.
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.
Plant and Equipment
Plant and equipment are measured on the cost basis less accumulated depreciation and
accumulated impairment losses.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
Plant and Equipment
33%
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
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 25
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.
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 2024.
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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 26
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.
3) Tenement forfeiture applications pending
As announced to ASX on 20 December 2023, 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.
In a judicial review of the Warden’s decision relating to the exemption application His
Honour Justice Howard on 23 September 2023 confirmed the decision of the Warden that
the exemption applications in respect of two exploration licences be refused.
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 retains current tenure whilst the above processes are taking place.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions,
other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. For the statement of cash flows presentation purposes, cash and cash
equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities
on the statement of financial position.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 27
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any allowance for expected credit losses. Trade
receivables are generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance. To measure the expected credit losses, trade
receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior
to the end of the financial year and which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. The amounts are unsecured and are usually
paid within 30 days of recognition.
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.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-
current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or
consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of
trading; it is expected to be realised within 12 months after the reporting period; or the asset is
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within
12 months after the reporting period; or there is no unconditional right to defer the settlement of
the liability for at least 12 months after the reporting period. All other liabilities are classified as
non-current.
Deferred tax assets and liabilities are always classified as non-current.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost using the effective interest
method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as
a liability in the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using
a market rate for an equivalent non-convertible bond and this amount is carried as a non-current
liability on the amortised cost basis until extinguished on conversion or redemption. The increase
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 28
in the liability due to the passage of time is recognised as a finance cost. The remainder of the
proceeds are allocated to the conversion option that is recognised and included in shareholders
equity as a convertible note reserve, net of transaction costs. The carrying amount of the
conversion option is not remeasured in the subsequent years. The corresponding interest on
convertible notes is expensed to profit or loss.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or
disclosure purposes, the fair value is based on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement
date; and assumes that the transaction will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming they act in their economic best interests. For non-financial assets, the
fair value measurement is based on its highest and best use. Valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure fair value,
are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value
hierarchy that reflects the significance of the inputs used in making the measurements.
Classifications are reviewed at each reporting date and transfers between levels are determined
based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit/loss attributable to the owners of
Pinnacle Listed Exploration and Mining Limited, excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and other financing costs associated with
dilutive potential ordinary shares and the weighted average number of shares assumed to have
been issued for no consideration in relation to dilutive potential ordinary shares.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 29
NOTE 2 - LOSS FROM ORDINARY ACTIVITIES BEFORE TAX EXPENSE
Consolidated
2024
2023
Expenses
$
$
Depreciation of non-current assets:
Plant and equipment
1,067
48
Total depreciation of non-current assets
1,067
48
NOTE 3 - INCOME TAX
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:
Consolidated
2024
2023
Tax Losses for the year
$
$
Loss for the year
696,229
680,980
Income tax credit calculated at 25% (2023 25%)
174,057
170,245
Deferred tax asset not recognised
(174,057)
(170,245)
Income Tax Attributable to Operating Loss
-
-
Accumulated Tax Losses
Loss for the year
696,229
680,980
Permanent differences
Non-deductible expenses
(3,145)
(3,224)
Timing Differences
Accruals movement
88,513
327,077
Capital Expenditure
Depreciation timing differences
1,994
3,426
Exploration expenditure
876,676
1,203,150
Share Issue Costs
Section 40-880 deduction
228,828
233,327
Tax loss for the year
1,889,095
2,444,736
Tax losses brought forward
18,803,246
16,358,510
Current year loss
1,889,095
2,444,736
Tax losses carried forward
20,692,341
18,803,246
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 30
INCOME TAX - continued
Consolidated
2024
2023
Section 40-880
Balance brought forward
732,834
588,692
Share Issue costs per Statement of Financial Position (Note 13)
-
377,469
Fair value of options issued (Note 13)
-
-
Claim for the year
(228,828)
(233,327)
Balance carried forward – available for claim in future years
504,006
732,834
The potential deferred tax asset has not been brought to account in the financial report at 30 June 2024
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.
Tax losses
Deferred tax assets on the unused revenue tax losses of $20,692,341 (2023: $18,803,248) have not
been recognised as the future recovery of these losses is subject to the Group satisfying the
requirements imposed by the regulatory authorities, including the application of the available fraction
rules. The benefit of deferred tax assets not brought to account will only be brought to account if:
(a) Future assessable income is derived of a nature and of an amount sufficient to enable the
benefit to be realised.
(b) The conditions for deductibility imposed by tax legislation continue to be complied with and no
changes in tax legislation adversely affect the Group in realising the benefit.
Deferred tax assets
No deferred tax assets are recognised.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 31
NOTE 4 - CASH AND CASH EQUIVALENTS
Consolidated
2024
2023
$
$
Cash at bank and on hand
18,942
1,436,016
18,942
1,436,016
NOTE 5 - TRADE AND OTHER RECEIVABLES
Current
Other Debtors
2,868
747
Prepaid Tenement Rent
98,885
94,565
GST Receivable
17,666
37,565
119,419
132,877
NOTE 6 - PLANT AND EQUIPMENT
Cost
Accumulated
Depreciation
Net Book
Value
$
$
$
Year ended 30 June 2023
Balance at 1 July 2022
71,356
(71,356)
-
Additions
1,762
-
1,762
Disposals
-
-
-
Depreciation Charge
-
(48)
(48)
Balance at 30 June 2023
73,118
(71,404)
1,714
Year ended 30 June 2024
Balance at 1 July 2023
73,118
(71,404)
1,714
Additions
1,818
-
1,818
Disposals
-
-
-
Depreciation Charge
(1,067)
(1,067)
Balance at 30 June 2024
74,936
(72,471)
2,465
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 32
NOTE 7 - MINERAL EXPLORATION AND EVALUATION
Consolidated
2024
2023
Exploration and evaluation phase:
$
$
Balance at 1 July 2023
12,168,588
10,965,438
Expenditure during the year on external costs and services
490,364
937,400
Overheads recovered through timesheet allocations
386,312
265,750
Balance at 30 June 2024
13,045,264
12,168,588
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.
NOTE 8 - TRADE CREDITORS AND ACCRUALS
Current
Accounts payable
122,422
195,734
122,422
195,734
NOTE 9 - OTHER LIABILITIES
Consolidated
2024
2023
Accrued overhead expenses
18,533
7,000
Days in lieu
-
731
Group tax liability
-
15,003
18,533
22,734
NOTE 10 - UNSECURED CONVERTIBLE NOTE PAYABLE
320,000
-
At 30 June Fenix Resources Limited held unsecured Convertible Notes with a face value of $320,000.
These notes carry an interest rate of 8% and are repayable on 28 February 2025. The equity component
is not material.
They may be converted at the option of the noteholder at any time after 30 September 2024, or such
earlier time as may be agreed by the parties, at $0.002 per share.
Such conversion may be subject to shareholder approval under section 611.7 which would require an
Independent Expert’s Report as to the Fairness and Reasonableness of the conversion.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 33
These Convertible Notes are Tranche 1 of the $1,000,000 Convertible Notes Funding announced on 1
March 2024. Tranche 2 of $680,000 was drawn subsequent to year end.
NOTE 11 - ACCUMULATED LOSSES
Consolidated
2024
2023
$
$
Balance at beginning of the year
8,676,246
7,995,266
Net Loss for the year
696,229
680,980
Balance at end of the year
9,372,475
8,676,246
NOTE 12 - ISSUED CAPITAL
2024
2023
$
$
Balance at beginning of year
21,154,196
18,956,665
Issued during the year for cash
-
2,575,000
Share issue costs – cash based
-
(377,469)
Balance at end of year
21,154,196
21,154,196
Shares
Shares
2024
2023
Balance at beginning of year
1,070,467,558
812,967,558
Issued during the year for cash under Placements
-
257,500,000
Balance at end of year
1,070,467,558
1,070,467,558
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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 34
NOTE 13 - RESERVES
Consolidated
30 June
30 June
2024
2023
Share Options
$
$
Issued and fully paid
943,414
943,414
Movements in reserves of the Company were as follows:
Year to 30 June 2024
Number
$
At 1 July 2023
657,656,853
943,414
At 30 June 2024
657,656,853
943,414
Year to 30 June 2023
Number
$
At 1 July 2022
75,000,000
323,100
NRRI free attaching options
57,500,000
-
Lead manager options
5,000,000
10,000
NRRI options issue
163,832,940
327,666
NRRI Option shortfall
126,323,913
252,648
Free attaching options at nil value
200,000,000
-
Lead manager options at 0.1c per option
30,000,000
30,000
At 30 June 2023
657,656,853
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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 35
NOTE 14 - STATEMENT OF CASH FLOWS
Reconciliation of loss after income tax to net operating cash flows
Consolidated
2024
2023
$
$
Loss from ordinary activities
696,229
680,980
Depreciation
(1,067)
(48)
Movement in assets and liabilities
Receivables and prepayments
(13,458)
(134,310)
Payables and provisions
88,774
97,295
Net cash used in operating activities
770,478
643,917
NOTE 15 - 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 (2023: $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:
Consolidated
2024
2023
$
$
Not later than one year
651,400
651,400
Later than 1 year but not later than 2 years
651,400
651,400
Later than 2 years but not later than 5 years
1,954,200
1,954,200
3,257,000
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 16 - CONTINGENT LIABILITIES
Athena Resources Limited and its controlled entities have no known material contingent liabilities as at
30 June 2024.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 36
NOTE 17 - INVESTMENT IN CONTROLLED ENTITIES
Class of
Shares
Book Value of Athena’s
Investments
2024
2023
$
$
Complex Exploration Pty Ltd
Ordinary
100%
100
100
Capricorn Resources Pty Ltd
Ordinary
100%
200
200
Byro Exploration Pty Ltd
Ordinary
100%
1,390,000
1,390,000
1,390,300
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 18 - SEGMENT INFORMATION
During the year the Group operated principally in one business segment being mineral exploration
within Australia.
NOTE 19 - KEY MANAGEMENT PERSONNEL
(a) Directors
The names and positions of Directors in office at any time during the financial year are:
Edmond William Edwards
Managing Director
Peter John Newcomb
Executive Director
Hau Wan Wai
Non-executive Director
Terence Paul Weston
Non-executive Director
Jeffrey David Swingler
Non-executive Director
(b) Remuneration Polices
Remuneration policies are disclosed in the Remuneration Report which is contained in the Directors’
Report.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 37
(c) The total remuneration paid to Directors is summarised below:
Consolidated
2024
2023
$
$
Year ended 30 June
Short-term employee benefits
665,575
399,123
Post-employment benefits
-
-
Other-long term benefits
-
-
665,575
399,123
At 30 June there was $63,438 payable to Directors and their personally related entities.
NOTE 20 - RELATED PARTY INFORMATION
Parent Entity
2024
2023
Transactions within the Group
$
$
Non-current receivables – Controlled Entities
14,600,749
13,724,073
Less: Provision for non-recovery
(1,554,985)
(1,554,985)
Note 25
13,045,764
12,169,088
NOTE 21 - REMUNERATION OF AUDITORS
Consolidated
2024
2023
$
$
Amount received, or due and receivable, by the auditors for:
Auditing and reviewing of the consolidated financial statements
42,540
41,455
42,540
41,455
Audit fees are included in Legal and Professional expenses in the Statement of Comprehensive Income.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 38
NOTE 22 - LOSS PER SHARE
Consolidated
2024
2023
$
$
Loss used in the calculation of loss per share
696,229
680,980
Weighted average number of ordinary shares outstanding during
the year
1,070,467,558
934,206,003
Basic loss per share (cents per share)
0.065
0.073
NOTE 23 - 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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 39
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:
Non-Interest Bearing
Floating Interest Rate
2024
2023
2024
2023
$
$
$
$
Financial Assets
- Cash at bank
18,942
1,436,016
-
-
- Trade debtors
119,419
132,877
-
-
Total Financial Assets
138,361
1,568,893
-
-
Financial Liabilities
- Trade Creditors
122,422
195,734
-
-
- Accruals
18,533
122,097
-
-
Total Financial Liabilities
140,955
317,831
-
-
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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 40
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 24 - EVENTS SUBSEQUENT TO BALANCE DATE
On 24 July 2024 the appointment Mr John Welborn as Non-Executive Chairman and Mr Garry Plowright
as Non-Executive Director of the Company was announced. On the same date the resignations of Mr
Edmond Edwards and Mr Hau Wan Wai were announced.
On 25 July 2024 the Company drew the balance of the Convertible Note facility approved by
shareholders in General Meeting on 23 May 2024, being 60 Notes of face value $10,000 per note for a
total of $680,000.
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.
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 41
NOTE 25 - PARENT ENTITY DISCLOSURES
2024
2023
Financial Position
$
$
CURRENT ASSETS
Cash and cash equivalents
18,142
1,435,216
Trade and other receivables
119,419
132,877
Total Current Assets
137,561
1,568,093
NON-CURRENT ASSETS
Plant and equipment
2,465
1,714
Investment in subsidiaries
300
300
Loans to subsidiaries
Note 21
13,045,764
12,169,088
Total Non-Current assets
13,048,529
12,171,102
TOTAL ASSETS
13,186,090
13,739,195
CURRENT LIABILITIES
Trade and other payables
460,955
317,831
Total Current Liabilities
460,955
317,831
TOTAL LIABILITIES
460,955
317,831
NET ASSETS
12,725,135
13,421,364
EQUITY
Issued capital
22,097,610
22,097,610
Accumulated losses
(9,372,475)
(8,676,246)
TOTAL EQUITY
12,725,135
13,421,364
Financial Performance
Loss for the year
696,299
680,980
Other comprehensive income
-
-
Total comprehensive loss
696,299
680,980
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.
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 42
In the directors' opinion:
•
the attached financial statements and notes comply with the Corporations Act 2001, the
Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements;
•
the attached financial statements and notes comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in note 1
to the financial statements;
•
the attached financial statements and notes give a true and fair view of the consolidated entity's
financial position as at 30 June 2024 and of its performance for the financial year ended on that
date;
•
there are reasonable grounds to believe that the company will be able to pay its debts as and
when they become due and payable; and
•
the information disclosed in the attached consolidated entity disclosure statement is true and
correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
On behalf of the directors
_______________________________
P J Newcomb
Executive Director
Dated at Perth this 27 day of September 2024
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 2024, 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, notes to the financial statements, including
material accounting policy information, the consolidated entity disclosure statement and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2024 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 Company’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 mineral exploration and
evaluation balance of $13,045,264 as at 30
June 2024. In accordance with AASB 6
Exploration for and Evaluation of Mineral
Resources, the Group capitalises exploration
and evaluation expenditure.
We considered this to be a key audit matter
due to its materiality, the degree of audit effort
and communication with management and its
importance for the users’ understanding of
the financial statements.
Our procedures included, but were not limited
to:
-
Obtaining an understanding of the key
processes associated with management’s
review of the carrying values of each area
of interest;
-
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 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.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2024, 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:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct 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
2024.
In our opinion, the Remuneration Report of Athena Resources Limited for the year ended 30 June 2024
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
M R Ohm
Chartered Accountants
Partner
Perth, Western Australia
27 September 2024
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 47
ANALYSIS OF SHAREHOLDING – 31 AUGUST 2024
Holders
SHARES
1 – 1,000
35
4,995
1,001 – 5,000
49
140,851
5,001 – 10,000
60
513,065
10,001 – 100,000
349
17,260,731
100,001 – 500,000
300
79,022,290
500,001 – or more
250
973,525,626
Total on issue
1,043
1,070,467,558
450 shareholders, with a total of 13,619,642 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
72,082,857
Edmond William Edwards
69,378,831
Peter John Newcomb
62,500,000
Alister Murdock MacDonald
58,000,000
Directors’ Shareholding
Interest of each director in the share capital of the Company is detailed in the Remuneration Report.
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 48
TOP TWENTY SHAREHOLDERS 31 AUGUST 2024
Shareholder
Shares
%
Rank
Goldway Mega Trade Limited
72,082,857
6.73
1
Stonydeep Investments Pty Ltd
62,500,000
5.84
2
Tied Nominees Pty Ltd
58,298,138
5.45
3
Technical Ceramic Marketing Services Pty Ltd
53,000,000
4.95
4
Brilliant Glory Investments Pty Ltd
49,250,000
4.60
5
Ms Natasha Baker
38,684,896
3.61
6
Mr Terence Paul Weston
20,000,000
1.87
7
Mr David Webster
18,750,000
1.75
8
Mr James Gregory Puklowski
15,900,000
1.49
9
Westland Group Holdings Pty Ltd
15,195,425
1.42
10
Cobpen Co Investments Pty Ltd
15,096,626
1.41
11
10 Bolivianos Pty Ltd
12,666,386
1.18
12
Mr Harold Gordon Shore
12,395,749
1.16
13
Kelanco Pty Ltd
12,100,000
1.13
14
Mr Alister Murdoch Macdonald + Mrs Lidia Saez Macdonald
12,000,000
1.12
15
Citicorp Nominees Pty Limited
10,514,209
0.98
16
Seagrove Investments Pty Ltd
10,000,000
0.93
17
Mr Aleksandar Jovanovic
9,800,000
0.92
18
Mr Constantine Differding + Mrs Tonie Maree Differding
9,500,000
0.89
19
Mr Adam Gare
9,000,000
0.84
20
Total
516,734,286
48.27
TOP TWENTY UNLISTED OPTIONHOLDERS 31 AUGUST 2024
Optionholder
Options
%
Rank
Celtic Capital Pty Ltd
39,482,724
52.63
1
CPS Capital No 5 Pty Ltd
22,499,997
30.00
2
Plutus Ventures Pty Ltd
5,331,573
7.10
3
Mr David Peter Valentino
4,102,381
5.47
4
Mr Brent Joseph Evitt
716,665
0.96
5
Mercury Anetac Capital Pty Ltd
716,665
0.96
6
Phi Group Pty Ltd
716,665
0.96
7
Princeton Capital (WA) Pty Ltd
716,665
0.96
8
Honeybee Anhm Pty Ltd
537,499
0.72
9
Mr Mason King
179,166
0.24
10
Total
75,000,000
100.00
SHAREHOLDER DETAILS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 49
TOP TWENTY LISTED OPTIONHOLDERS 31 AUGUST 2024
Optionholder
Options
%
Rank
Adroit Capital Investments Pty Ltd
90,000,000
15.45
1
Mr Geoffrey Laurence
57,300,000
9.83
2
Technical Ceramic Marketing Services Pty Ltd
50,000,000
8.58
3
Mr Lemuel Cherloaba
30,000,000
5.15
4
Stonydeep Investments Pty Ltd
30,000,000
5.15
5
Mr Andrew John Puklowski
18,000,000
3.09
6
Twin Oaks Super Pty Ltd
18,000,000
3.09
7
Mr Luke Young
16,000,000
2.75
8
Mr Lindsay Gordon Wood
14,749,978
2.53
9
Berawa Pty Ltd
11,000,000
1.89
10
Mr Gavin Jeremy Dunhill
10,000,000
1.72
11
Ms Undaraa Misha
10,000,000
1.72
12
Mr Constantine Differding + Mrs Tonie Maree Differding
9,500,000
1.63
13
Mr Ching Hsiung Tseng
9,500,000
1.63
14
Jl And Ra Roberts Pty Ltd
9,000,000
1.54
15
Mr Luke Julian Morahan
9,000,000
1.54
16
Mr James Gregory Puklowski
8,000,000
1.37
17
Garfield Super Co Pty Ltd
7,500,000
1.29
18
Mrs Leanore Mary Puklowski
7,000,000
1.20
19
Mrs Rajni Verma
7,000,000
1.20
20
421,549,978
72.35
INTEREST IN MINING TENEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
AND CONTROLLED
ENTITIES
Athena Resources Limited
Page 50
INTEREST IN MINING TENEMENTS
Athena Resources Limited 100% Tenement Type
Applications pending
Byro Project Exploration
E09/1507 – see Note below
E – Exploration License
Exemption 592781 Forfeiture 592786
E09/1552 – see Note below
Exemption 592782 Forfeiture 592787
E09/1637
E09/1781
E09/1938
Byro Project Mining
M09/166
M – Mining Lease
M09/168
Byro Project Water
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.
In a judicial review of the Warden’s decision relating to the exemption application His Honour Justice
Howard on 23 September 2023 confirmed the decision of the Warden that the exemption applications
in respect of two exploration licences be refused.
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 retains current tenure whilst the above processes are taking place.
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/