Annual
Report
30 June 2023
Corporate Directory
DIRECTORS
Dr John Clarke (Non-Executive Chairman)
Nigel Ferguson (Managing Director)
Graeme Johnston (Technical Director)
Serge Ngandu (Executive Director)
Rhett Brans (Non-Executive Director)
Dr Casta Tungaraza (Non-Executive Director)
Her Excellency Salome T. Sijaona (Non-Executive
Director)
CHIEF FINANCIAL
OFFICER
Jan de Jager
COMPANY
SECRETARIES
Jan de Jager
Benjamin Cohen
PRINCIPAL PLACE
OF BUSINESS &
REGISTERED OFFICE
Level 2, 1 Walker Avenue
West Perth WA 6005
T: +61 8 6186 7600
F: +61 8 6118 2106
SHARE REGISTRY
Automic Registry Services
Level 5, 191 St. George’s Terrace
Perth WA 6000
T: 1300 288 664 (within Australia)
: +61 8 9698 5414 (outside Australia)
E: hello@automic.com.au
AUDITORS
Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
Subiaco WA 6008
T: +61 8 9426 0666
SECURITIES
EXCHANGE LISTING
Australian Securities Exchange (ASX)
(Home Exchange: Perth, Western Australia)
ASX Code: AVZ
OTC Markets Group Code: AZZVF
WEBSITE ADDRESS www.avzminerals.com.au
Table of Contents
03
13
30
32
33
34
35
36
66
67
72
Review of Operations
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
AVZ Minerals Limited | 0
Chairman’s
Statement
AVZ Minerals has continued to work diligently during the 2023 nancial
year to execute on its strategy to progress the Manono Lithium and Tin
Project for the benet of all AVZ shareholders and
legitimate
stakeholders in the Manono Project.
The Company’s strategy has been advanced by our Executive Team who
have been in protracted negotiations with the DRC Government to
establish a pathway to grant the Mining Licence and the resolution of
arbitrations between AVZ and DRC controlled entities. This
demonstrates a clear working relationship with the DRC Government,
who share AVZ’s desire to expedite the development of the Manono
Project.
Without a doubt, the Manono Project is one of the most important projects, supporting the green energy
transition with the ability to signicantly inuence future global lithium supply, greatly beneting the people
of Manono and the DRC. The DRC Government recognises this and is progressing these discussions within a
strict legal and regulatory framework, which understandably takes time.
On behalf of your Board, I want to thank our dedicated and hard-working staff and consultants in Australia and
the DRC for their continued efforts and pay special mention to our Managing Director, Mr Nigel Ferguson, and
his senior executive team who have worked tirelessly during this past year for the benet of all shareholders.
Dr. John Clarke
Non-Executive Chairman
AVZ Minerals Limited | 1
Managing Director’s
Statement
I want to thank our loyal shareholders for their support and condence
they have demonstrated in our Board of Directors and the senior
management team, who have continued to show great aptitude and
resilience to progress the development of the Manono Project. The
Company continues to endure and prevail against an unrelenting
misinformation campaign being conducted by foreign state and non-state
actors, whom acting in concert to crystalise disputes with AVZ.
Their goal is to seize control of the Manono Project for their own interests.
Since February 2017, your Board of Directors have successfully executed
a strategy that has discovered and progressed the Manono Project to a
stage where all technical and engineering work has been completed.
During this period, the AVZ Board increased shareholder value to more than $2 billion, based on the last
traded price of AVZ shares and whilst the continuing suspension of securities is extremely frustrating for all
shareholders, it has proved entirely necessary to protect shareholder interests.
I am condent your current Board of Directors have the necessary deep relationships and irreplaceable
expertise, credibility and integrity to progress the development of our world-class Manono Project. The recent
Board appointments of Her Excellency Salome T. Sijaona, Dr Casta Tungaraza and Mr Serge Ngandu has
further strengthened your Company’s expertise and diversity to deliver projects in Africa, with these
outstanding appointments bringing to the Board established, trusted, high-level relationships with
government and major industry leaders across the continent.
I want to thank all AVZ’s staff and consultants – as well as my senior executive team – for their commitment,
dedication and perseverance that they have demonstrated during the last 12 months, and, on behalf of your
Company, I look forward to progressing the Manono Project to generate a positive outcome for all
shareholders.
Nigel Ferguson
Managing Director
AVZ Minerals Limited | 2
Review of
Operations
AVZ MINERALS LIMITED | 3
REVIEW OF OPERATIONS
Review of Operations
Manono Lithium and Tin Project (“Manono Project”)
Democratic Republic of the Congo (“DRC”)
Overview
Since February 2017, AVZ has successfully executed a strategy that has developed and progressed the Manono Project,
believed to be the largest and one of the highest grade undeveloped hard rock lithium projects globally, to a stage
where all technical and engineering work is complete.
The AVZ Board and executive management team continue to work tirelessly to execute on its strategy to progress the
Manono Project to generate value for all shareholders and is in advanced stage discussions with DRC authorities while
awaiting the granting of the Mining Licence.
AVZ’s securities remained in suspension during FY23 pending a resolution and clarity on the mining and exploration
rights for the Manono Project. The initial suspension was instigated at the request of the Company in May 2022 under
Australian Stock Exchange (“ASX”) rule 17.2 and subsequently reverted to a suspension under rule 17.3.1, following the
Company’s response to an ASX Query Letter dated 11 April 2023.
Throughout FY23, the Company maintained, and continues to maintain clear title to a controlling interest in the Manono
Project, via its 75% interest in Dathcom Mining SA (“Dathcom”) and its pre-emptive rights over 15% of the 25% interest
held by La Congolaise d’Exploitation Minière (Cominière).
The Company has been and continues to be engaged in various legal proceedings relating to baseless claims over its
ownership interests in the Manono Project , including with parties seeking to unlawfully acquire an interest in the Manono
Project for themselves, through an unlawful purported acquisition of shares in Dathcom, highlighted by the DRC General
Inspectorate of Finance report (“IGF Report”), released during FY23 into the mismanagement of mining assets by
Cominière.
The Company continued to facilitate the development of the Project, completing an early works program, which
included essential infrastructure upgrades, procurement of equipment and construction of camp facilities to
accommodate the workforce for the first stage of the construction program.
The Roche Dure North-East extension drilling program was completed which included a 53 hole drilling campaign,
returning excellent assay results and confirming an extension of the orebody model by a further 700 metres along strike.
The Company, its subsidiaries and Dathcom, has and will continue to take all actions necessary, to protect its legal rights
in the Manono Project, the interests of its shareholders and other stakeholders, not the least the people of the DRC.
Further information on sub-sections of the Manono Project is provided below:
Suspension and Mining Licence
The Company has continued its discussions with the DRC Government during FY23 with respect to the grant of the
Mining Licence and Dathcom’s continuing exploration rights for the Manono Project.
On 6 February 2023, the Company confirmed it was in receipt of two additional Ministerial Decrees from the DRC
Minister of Mines, dated 28 January 2023, which had the effect of:
Reversing the Ministerial Decree which converted the southern portion of Licence PR 13359 from a Permis de
Recherche PR or Exploration Licence) to a Permis d’Exploitation (PE or Mining Licence); and
Reversing the Ministerial Decree which acknowledged a declaration of partial renunciation of PR 13359 by
Dathcom, i.e. the excluded northern portion of PR 13359 that was not covered by the Ministerial Decree to
convert the PR to a PE or Mining Licence.
Post financial year end, discussions continued with the DRC Government to a firm pathway that will lead to the granting
of the Mining Licence to Dathcom and the development of the Manono Project for the mutual benefit of all stakeholders.
Refer to ASX Announcement dated 6 February 2023 titled “Issue of two new Ministerial Decrees – Manono Lithium and
Tin Project”
AVZ Minerals Limited | 4
REVIEW OF OPERATIONS
Refer to ASX Announcements dated 12 April 2023 titled “Continuation of Suspension from Quotation” and “Response to
ASX aware letter”
Arbitration Proceedings
As previously disclosed, the Company and its subsidiaries are involved in a number of ongoing arbitration proceedings
which involve:
Dathcom Mining SA (Dathcom) which is the entity that holds PR 13359 in respect of the Manono Project
and the grant of an exploitation licence (PE) in respect of that licence;
AVZ International Pty Ltd (AVZI) which is the wholly owned subsidiary of AVZ that holds 75% of the shares
in Dathcom pursuant to the Dathcom joint venture agreement dated 27 January 2017, as amended from
time to time (Dathcom JVA);
La Congolaise d’Exploitation Minière (Cominière) which the state-owned entity which holds a minority
shareholding in Dathcom;
Dathomir Mining Resources SARLU (Dathomir) which is a former minority shareholder in Dathcom; and
Jin Cheng Mining Company (Jin Cheng) which is the subsidiary of Zijin Mining Limited (Zijin) which alleges
it acquired a minority shareholding in Dathcom from Cominière.
The arbitration proceedings comprise:
1.
2.
3.
the three ICC arbitration proceedings involving Cominière and/or Jin Cheng in relation to Cominière’s
purported sale of a 15% shareholding in Dathcom to Jin Cheng in breach of AVZI’s pre-emptive right and
other issues of compliance with the Dathcom JVA;
the two ICC arbitration proceedings involving Dathomir in relation to its attempts to dispute the sale of its
15% shareholding in Dathcom; and
the ICSID arbitration proceedings against the Democratic Republic of the Congo (DRC) in relation to its
failure to procure the expeditious grant to Dathcom of an exploitation permit in respect of the Manono
Project.
AVZ believes Jin Cheng, Dathomir and Cominière are acting in concert to crystalise disputes with AVZ and disrupt and
delay the development of the Manono Project with the aim of seizing control of the Manono Project. Their conduct has
contributed to the delay in granting the exploitation permit and therefore led to the commencement of the ICSID
proceedings.
Cominière & Jin Cheng Disputes
The Cominière/Jin Cheng dispute comprises three separate but related proceedings:
ICC arbitration proceeding (ICC No. 26986/SP) issued by Jin Cheng seeking orders to the effect the articles
of association of Dathcom to reflect Jin Cheng as a 15% shareholder of Dathcom;
ICC arbitration proceedings (ICC No. 27720/SP) issued by AVZ International Pty LTD (AVZI) against
Cominière seeking (i) declarations that the purported sale by Cominière to Jin Cheng of a 15%
shareholding in Dathcom was ineffective and that the purported termination of the Dathcom JVA by
Cominière was invalid and (ii) damages for Cominière’s various disrupting actions made in breach of the
Dathcom JVA; and
ICC arbitration proceedings (ICC No. 27769/SP) issued by Cominière and Jin Cheng against AVZI seeking
a declaration that the Dathcom JVA was terminated and damages for breach of the Dathcom JVA.
AVZ Minerals Limited | 5
REVIEW OF OPERATIONS
ICC proceedings by Jin Cheng
On or about 22 April 2022, Jin Cheng issued proceedings at the ICC seeking orders to the effect the articles of
association of Dathcom to reflect Jin Cheng as a 15% shareholder of Dathcom.
In these proceedings, AVZI has disputed that the ICC has jurisdiction on the basis Jin Cheng is not entitled to have
recourse to arbitration because it is not a shareholder of Dathcom because the purported acquisition of its 15%
shareholding from Cominière was ineffective as it occurred in contravention of AVZI’s pre-emptive right.
The ICC Tribunal is determining the issue of jurisdiction as a preliminary question. That preliminary question was listed
for hearing in July 2023, but Jin Cheng sought a postponement of the hearing to give it an opportunity to address
allegations raised by AVZI that the sale from Cominière to Jin Cheng was also tainted by corruption.
AVZ is confident AVZI’s jurisdictional challenge will be successful, which will affirm that Jin Cheng does not have the right
to instigate the ICC arbitration proceedings against AVZI as it is not (and never has been) a shareholder in Dathcom.
ICC proceedings against Cominière
On 11 April 2023, AVZI issued the proceedings against Cominière to ensure Cominière is liable for (i) breach of the pre-
emptive right and (ii) other disruptive actions made in breach of the Dathcom JVA.
Following the introduction of these proceedings, Cominière purported to terminate the Dathcom JVA on the grounds
of alleged breaches of the Dathcom JVA by AVZI under various spurious grounds. AVZ does not believe AVZI breached
the Dathcom JVA and disputes that the termination occurred in accordance with the Dathcom JVA.
AVZI thus brought a successful emergency arbitration application under ICC rules, restraining Cominière from taking
any actions with regards to its purported termination of the Dathcom JVA.
The Emergency Arbitrator’s determination included financial penalty orders for violations of the restraining order issued
against Cominière, including a penalty of 50,000 Euros per day of violation, whilst ordering Cominière to pay 90% of the
legal costs incurred by the Company in respect to the emergency arbitration action.
Refer to ASX Announcement dated 8 May 2023 titled “Favourable Ruling in ICC Emergency Arbitration Proceedings
against Cominière”
AVZ is of the opinion Cominière has acted in contravention of the Emergency Arbitrator’s order including by seeking to
have PR 13359 transferred from Dathcom to Cominière. AVZI will take action in respect of this contravention at the
appropriate time.
These proceedings will in due course be heard by a 3-member tribunal. AVZ remains confident AVZI will ultimately
obtain declarations that the Dathcom JVA remains on foot and that the purported sale of a 15% shareholding in Dathcom
by Cominière to Jin Cheng was invalid.
ICC proceedings by Cominière and Jin Cheng
On or about 28 April 2023, Cominière and Jin Cheng jointly issued proceedings against AVZI seeking a declaration the
Dathcom JVA was terminated and damages for breach of the Dathcom JVA.
Following the commencement of these proceedings, Cominière and Jin Cheng filed a request for consolidation of the
three proceedings (ICC No. 26986/SP, ICC No. 27720/SP and ICC No. 27769/SP). AVZ believes the primary motive of
Cominière and Jin Cheng in commencing and seeking consolidation of these proceedings was to delay the
determination of the jurisdictional issue in the proceedings commenced by Jin Cheng and the constitution of the
tribunal, which will hear AVZI’s claims against Cominière.
Refer to ASX announcement dated 15 May 2023 titled “Receipt of Request for ICC Arbitration Proceedings from
Cominière and Jin Cheng”
Subsequent to 30 June 2023, this application was refused by the ICC.
AVZ remains confident the Tribunal will rule that the Dathcom JVA is not terminated and that it is in fact Cominière who
has breached the Dathcom JVA.
AVZ Minerals Limited | 6
REVIEW OF OPERATIONS
Dathomir Dispute
The Dathomir arbitration proceedings comprise two separate proceedings:
ICC proceedings (ICC No. 27425/SP) were instituted by AVZI to obtain confirmation AVZI validly acquired
a further 5% shareholding in Dathcom pursuant to an agreement executed in 2019; and
ICC proceedings (ICC No. 27401/SP) were instituted by AVZ and AVZI to obtain confirmation AVZI validly
acquired a further 10% shareholding in Dathcom pursuant to an agreement executed in 2020.
AVZ paid the purchase prices and completed both sales in 2021, but Dathomir purported to terminate the sale
agreements and sought to renegotiate the purchase price. Dathomir then issued various proceedings in the DRC to
challenge the sale and prevent the registration of the share transfers. However, according to the sale agreements, any
dispute needed to be resolved by arbitration.
Consequently, on or about 1 December 2022 and 9 December 2022, AVZI and AVZ were forced to commence the two
ICC arbitration proceedings.
The two proceedings will be heard separately by different three member tribunals because the two sale agreements
have different governing laws.
In relation to the proceedings in respect of the 2019 sale agreement, Dathomir applied to the ICC Tribunal (ICC No.
27401/SP) for orders to keep the arbitration proceedings confidential. AVZ and AVZI successfully opposed those orders
with the ICC refusing to make confidentiality orders.
On or about 4 September 2023, Dathomir issued proceedings in the DRC seeking to have Dathcom wound-up on the
grounds the Dathcom JVA had been terminated and PR 13359 transferred from Dathcom to Cominière.
AVZ believes Dathomir is acting on behalf of Cominière who is prevented from taking such action by the order of the
Emergency Arbitrator.
AVZI will vehemently oppose these new proceedings by all available legal means.
ICSID Proceedings
On 8 June 2023, AVZ’s subsidiaries commenced ICSID proceedings against the DRC in relation to its failure to procure
the expeditious grant to Dathcom of an exploitation permit in respect of the Manono Project in accordance with the
Mining Code.
The ICSID proceedings commenced as a last resort after a lengthy dialogue with the DRC Government had failed to
procure the grant of the exploitation licence in accordance with the Mining Code.
AVZ acknowledges the coordinated actions of Jin Cheng, Dathomir and Cominière has contributed to the delay in
granting the exploitation licence.
AVZ remains in sustained and constructive dialogue with the DRC Government with respect to the grant of the
exploitation licence and the withdrawal of the ICSID proceedings. The ICSID Tribunal has not yet been fully constituted
and AVZ remains hopeful a resolution can be achieved before further steps need to be taken in the ICSID proceedings.
Refer to ASX Announcement dated 9 June 2023 titled “Confirmation of Registration of the Request for ICSID Arbitration
Proceedings against the Democratic Republic of Congo”
Refer to ASX Announcement dated 27 September 2023 titled “Arbitration Proceedings Update”
IGF Report
On 30 November 2022, the DRC’s General Inspectorate of Finance released its report on the management of mining
assets in the DRC by Cominière (“IGF Report”)
A copy of the original IGF report is available at http://igf.gouv.cd/rapports.
An English translation of the IGF Report is published on AVZ’s website at www.avzminerals.com.au
The DRC General Inspectorate of Finance was authorised to investigate the following matters:
Whether Cominière's purported sale of its 15% interest in the issued shares of Dathcom Mining SA (“Dathcom”)
to Jin Cheng Mining (“Jin Cheng Sale”) was proper and appropriate;
Any liability in connection with the Jin Cheng Sale; and
AVZ Minerals Limited | 7
REVIEW OF OPERATIONS
The legality of Cominière’s and Dathomir’s other recent conduct.
By way of summary, the IGF Report included the following conclusions reached by the DRC General Inspectorate of
Finance:
Cominière has acted in violation of its Articles of Association in respect of its transfers of mining titled to
“external partners” without obtaining financial guarantees;
Cominière has acted contrary to the DRC Mining Code in respect of its transfers of mining licences without such
transfer having undergone the required prior assessment by a competent DRC governmental authority;
The Jin Cheng Sale was subject to several irregularities including the failure to select the Government’s
technical body for the valuation of the 15% interest the subject of the Jin Cheng Sale, and the failure to consider
the Definitive Feasibility Study valuation completed in respect of the Manono Project;
Cominière had inappropriately allocated approximately USD6,800,000 out of the total USD33,440,000 in
proceeds from the purported Jin Cheng Sale for operating needs (including for commissions, fees and
exceptional remunerations of all those who would have otherwise contributed to the operation) to the
detriment of productive investments; and
Dathomir failed to comply with its obligations under the incorporated joint venture agreement in respect of
Dathcom dated 27 January 2017, as amended from time to time (“Dathcom JVA”);
In response to the findings of the DRC General Inspectorate of Finance, AVZ confirmed:
AVZ acquired valid and legal title to the 60% of shares issued in Dathcom, including, for the avoidance of doubt,
as a consequence of the waiver of any rights of Cominière and Dathomir under the Dathcom JVA by virtue of
their entry into the same agreement; and
Following AVZ’s acquisition of its initial 60% of shares issued in Dathcom, AVZ performed the funding
obligations under the Dathcom JVA.
Early Works Program at Manono Camp Site
The Company completed an early works program during FY23, which included essential infrastructure upgrades,
procurement of ‘early works’ equipment and construction of workforce camp facilities, all in anticipation of Dathcom
receiving its long-awaited Mining Licence.
Roche Dure North-East Extension Drilling Program
A 53-hole diamond drilling program was conducted during FY23 demonstrating solid grade continuity both along strike
and down dip from the current open pit design.
The current drilling information at Roche Dure now extends more than 1.8 kilometres from 6,600mN to 8,400mN and to
a nominal depth of about 300 metres below ground surface. The orebody remains open along strike in both directions
as well as down dip.
Refer ASX Announcements dated 31 October 2022 titled “Positive Results from Initial Roche Dure Extension Drilling
Program; 1 December 2022 titled “Further positive results confirmed at Roche Dure extension drilling program”; 28
February 2023 and 22 March 2023 titled “Further Positive Results from Roche Dure Extension Drilling Program” and 30
June 2023 titled “Excellent Results from Roche Dure Extension Drilling Program
AVZ Minerals Limited | 8
REVIEW OF OPERATIONS
Figure 1: Locations of the 2022 and 2023 drill holes
Extension of Transaction Implementation Agreement (“TIA”) with CATH
AVZ received continued support from its cornerstone investor, Suzhou CATH Energy Technologies (“CATH”), who
signed on in September 2021 to develop the Manono Project. Under the TIA, CATH will invest US$240M in the Manono
Project for a 24% direct equity interest, as well as funding their pro rata portion of project development capital. AVZ and
CATH remain committed to the TIA and agreed it would remain valid until either the completion or cancellation by both
parties in accordance with the terms of the TIA.
Refer ASX Announcement dated 27 September 2021 titled “Cornerstone investor secured for development of Manono
Lithium and Tin Project”
Refer ASX Announcements dated 30 September 2022, 3 January 2023, 28 February 2023 and 4 April 2023 titled
“Extension of End Date to the Transaction implementation Agreement” and ASX Announcement dated 3 July 2023 titled
“Continuation of Transaction Implementation Agreement”
Proposed Class Action
AVZ is aware of an announcement by litigation funder Omni Bridgeway that it has agreed to fund a class action by
shareholders of AVZ against the Company. As of 30 June 2023, no proceedings have been served on AVZ in connection
with Omni Bridgeway’s announcement.
Refer ASX Announcement dated 23 December 2022 “Omni Bridgeway announcement” and 15 December 2023,
“Disclosure Clarifications – AFR Article”
AVZ Minerals Limited | 9
REVIEW OF OPERATIONS
Expiration of Performance Rights
During the financial year ended 30 June 2023 a total of 8,683,000 Performance Rights lapsed.
A further 6,883,000 Performance Rights lapsed post financial year end on 19 July 2023.
As of 30 June 2023, the Company confirmed its current securities on issue were as follows:
Quoted Securities
Ordinary Fully Paid
Number
3,528,729,748
Unquoted Securities
Number
Performance Rights
53,491,600
Information required under ASX Listing Rule 5.3.3
List of current mining and exploration tenements (as of 30 June 2023):
Country / Project
Tenement
Interest
Status
DRC – Manono Project
PR 13359
75%*
Granted
DRC – Manono Exploration
PR 4029
PR 4030
100%
Granted
*AVZ through its wholly owned entity, AVZ International Pty Ltd (“AVZI”) has a75% legal interest in the Manono Project. On 27 September
2021, AVZ announced that Suzhou Cath Energy Technologies (“CATH”) will earn a 24% interest in the Manono Project subject to the
satisfaction or waiver of several conditions’ precedent stipulated in the Transaction Implementation Agreement (“TIA”). Since 30
November 2021, both parties have agreed on several occasions to amend the closure date for the TIA. On 3 July 2023, the Company
advised that the TIA remains valid until either the completion or the cancellation by parties.
Roche Dure Main Pegmatite Ore Reserve Estimate (as of 30 June 2023):
Reserve
Category
Proved
Probable
Total
Tonnes
(Mt)
Grade
Li2O
%
Contained
Li20
(Mt)
Grade Sn
(g/t)
Contained Sn
(kt)
65.0
1.64
1.07
942
61.2
66.6
1.61
1.075
1,037
69.1
131.7
1.63
2.14
990
130.3
Note: The Ore Reserve estimate has been based on a cut-off > US$0.00 block value comprising an economic block by block calculation.
Figures may not sum due to rounding.
AVZ Minerals Limited | 10
REVIEW OF OPERATIONS
Roche Dure Main Pegmatite Mineral Resource at a 0.5% Li2O cut-off (as of 30 June 2023):
Category
Tonnes
(Millions)
Li2O
%
Sn
ppm
Ta
Ppm
Fe2O3
%
P2O5
%
Measured
100
1.67
870
35
0.93
0.30
Indicated
174
1.65
807
35
0.97
0.29
Inferred
128
1.65
585
31
1.01
0.28
Total
401
1.65
752
34
0.97
0.29
Tabulated data have been rounded and as a result figures may not sum due to rounding.
Competent Person Statement
The technical information in the document that relates to the geology of the Roche Dure pegmatite is based upon information
compiled by Mr Michael Cronwright, who is a fellow of The Geological Society of South Africa (GSSA) and is a registered professional
with the South African Council for Natural Professions (SACNASP). Mr Cronwright was a Principal Consultant with CSA Global Pty Ltd
(an independent consulting company). Mr Cronwright has sufficient experience relevant to the style of mineralisation and type of
deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 edition of
the JORC Code. Mr Cronwright consents to the inclusion in this report of the matters based on this information in the form and context
in which it appears.
The Roche Dure pegmatite Mineral Resource estimate has been completed by Mr Anton Geldenhuys (BSc Hons, MEng) who is a
geologist with 20 years’ experience in exploration and mining as well as Mineral Resource evaluation and reporting. He is a Principal
Resource Consultant for CSA Global Pty Ltd (an independent consulting company), is a member in good standing with the South
African Council for Natural Scientific Professions (SACNASP) and is a Member of the Geological Society of South Africa (GSSA). Mr
Geldenhuys has the appropriate relevant qualifications and experience to be considered a Competent Person for the activity being
undertaken as defined in the 2012 edition of the JORC Code.
The information that relates to Roche Dure pegmatite Ore Reserves is based on information compiled by Mr Daniel Grosso who was
an employee of CSA Global Pty Ltd. Mr Grosso takes overall responsibility for the Report as Competent Person. Mr Grosso is a Member
of the Australian Institute of Mining and Metallurgy and has sufficient experience, which is relevant to the style or mineralisation and
type of deposit under consideration, and to the activity he is undertaking, to qualify as a Competent Person in terms of the JORC
(2012 Edition). The Competent Person, Daniel Grosso, has review the Ore Reserve statement and given permission for the publication
of this information in the form and context within which it appears.
The information in this report that relates to geology and the exploration results is based on information compiled by Mr Nigel
Ferguson (BSc) FAusIMM MAIG, a Competent Person who is a Fellow of the Australian Institute of Mining and Metallurgy and a
Member of the Australia Institute of Geoscientists. Mr Ferguson is the Managing Director of AVZ Minerals Limited and has sufficient
experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken
to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves’. Mr Ferguson consents to the inclusion in the report of the matters based on his information in the form
and context in which it appears.
No new information
This document may include references to information that relates to Mineral Resources and Ore Reserves prepared and first disclosed
unde the JORC Code (2012 Edition). The information references the Company’s previous ASX announcements noting the following:
• Mineral Resources and Ore Reserves for the Manono Lithium and Tin Operation “MLTO” or Roche Dure reference the
Company’s previous ASX announcement “JORC Ore Reserves increase by 41.6% at Roche Dure” released to ASX on 14 July
2021; and “Updated Mineral Resource Estimate Includes Pit Floor “Wedge” Drill Results” released to ASX on 24 May 2021.
Any reference to Carriere de l’Este mineral resource estimate (MRE) should be read in conjuncton with the Company’s
previous ASX announcement “Assays from Carriere de l’Este drilling confirms deposit a likely rival to roche Dure” dated 16
August 2021.
Any reference to tin exploration targets should be read in conjunction with the Company’s previous ASX Announcement
“Initial Exploration Target for alluvial Placer Hosted Tin Defined at the Manono Lithium and tin Project” dated 18 May 2021.
AVZ Minerals Limited | 11
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REVIEW OF OPERATIONS
•
The Definitive Feasibility Study (DFS) refers to the April 2020 DFS, announced to the ASX on 21 April 2020.
These announcements are available on the Company’s website at www.avzminerals.com.au
The Company confirms it is not aware of any new information or data that materially affects the information included in the relevant
market announcements and, in the case of estimates of Mineral Resources and Ore Reserves, that all material assumptions and
technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially
changed.
The Company confrms that the form and context in which the Competent Persons’ findings are presented have not been materially
modified from the relevant original market announcements.
Forward Looking Information
This announcement contains certain forward-looking statements and comments about future events, including the Company’s
expectations about the Manono Project and the performance of its businesses. Forward looking statements can generally be identified
by the use of forward-looking words such as ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’,
‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’ and other similar expressions within the meaning of securities laws of applicable
jurisdictions. Indications of, and guidance on, future earnings or financial position or performance are also forward-looking statements.
Forward looking statements involve inherent risks and uncertainties, both general and specific, and there is a risk that such predictions,
forecasts, projections and other forward-looking statements will not be achieved. Forward looking statements are provided as a
general guide only and should not be relied on as an indication or guarantee of future performance. Forward looking statements
involve known and unknown risks, uncertainty and other factors which can cause the Company’s actual results to differ materially from
the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements and many of these factors
are outside the control of the Company. As such, undue reliance should not be placed on any forward-looking statement. Past
performance is not necessarily a guide to future performance and no representation or warranty is made by any person as to the
likelihood of achievement or reasonableness of any forward-looking statements, forecast financial information or other forecast.
Nothing contained in this announcement, nor any information made available to you is, or shall be relied upon as, a promise,
representation, warranty or guarantee as to the past, present or the future performance of the Company.
Except as required by law or the ASX Listing Rules, the Company assumes no obligation to provide any additional or updated
information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise.
Location of the Manono Lithium and Tin Project
AVZ Minerals Limited | 12
DIRECTORS’ REPORT
Directors’
Report
AVZ Minerals Limited | 13
DIRECTORS’ REPORT
Directors’ Report
Your Directors submit their report on the consolidated entity consisting of AVZ Minerals Limited (‘AVZ’) and the entities
it controlled (the ‘Group’ or the ‘consolidated entity’) for the financial year ended 30 June 2023. In order to comply with
the provisions of the Corporations Act 2001, the Directors report as follows:
1. DIRECTORS
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 the entire period unless otherwise stated.
Dr John Clarke
Nigel Ferguson
Graeme Johnston
Serge Ngandu
Rhett Brans
Dr Casta Tungaraza
Her Excellency Salome T. Sijaona Non-Executive Director (appointed 17 October 2023)
Peter Huljich
Non-Executive Chairman (appointed 2 December 2019)
Managing Director (appointed 2 February 2017)
Technical Director (appointed 30 July 2018)
Executive Director (appointed 25 September 2023)
Non-Executive Director (appointed 5 February 2018)
Non-Executive Director (appointed 25 September 2023)
Non-Executive Director (appointed 2 May 2019; resigned 3 August 2022)
2. CHIEF FINANCIAL OFFICER
Jan de Jager
3. COMPANY SECRETARIES
Jan de Jager
Benjamin Cohen
4.
PRINCIPAL ACTIVITIES
The principal activity of the consolidated entity during the financial year was mineral exploration and project
development. There were no significant changes in the nature of the consolidated entity’s principal activities during the
financial year.
5. DIVIDENDS PAID OR RECOMMENDED
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a
dividend to the date of this report.
6. OPERATING RESULTS
The loss of the consolidated entity after income tax amounted to $14,223,495 (2022: $20,402,730).
7.
REVIEW OF OPERATIONS
A detailed review of the Group’s operations during the financial year is contained in this report.
The Group’s financial position, financial performance and use of funds information for the financial year is provided in
the financial statements that follow this Directors’ Report.
As an exploration entity, the Group has no operating revenue or earnings and consequently the Group’s performance
cannot be gauged by reference to those measures. Instead, the Directors consider the Group’s performance based on
the success of exploration activity, transformation of mineral resources to reserves to support mining activities,
AVZ Minerals Limited | 14
DIRECTORS’ REPORT
acquisition of additional prospective mineral interests and, in general, the value added to the Group’s mineral portfolio
during the financial year.
Whilst performance can be gauged by reference to market capitalisation, that measure is also subject to numerous
external factors. These external factors can be specific to the Group, generic to the mining industry and generic to the
stock market as a whole and the Board and management would only be able to control a small number of these factors.
The Group’s activities are also subject to numerous risks, mostly outside the Board’s and management’s control. These
risks can be specific to the Group, generic to the mining industry and generic to the stock market. The key risks,
expressed in summary form, affecting the Group and its future performance include but are not limited to:
geological and technical risk posed to exploration and commercial exploitation success;
security of tenure including licence renewal (no assurance can be given that the licence renewals and licence
applications that have been submitted will be successful), and inability to obtain regulatory or landowner
consents;
change in commodity prices and market conditions;
environmental and occupational health and safety risks;
retention of key staff; and
capital requirement and lack of future funding.
This is not an exhaustive list of risks faced by the Group or an investment in it. There are other risks generic to the stock
market and the world economy as whole and other risks generic to the mining industry, all of which can impact on the
Group.
8.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There have been significant changes in the state of affairs of the Group to the date of this report and these are referred
to in the Review of Operations.
9.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group will continue its mineral exploration and development activity at and around its principal exploration projects,
being the Manono Lithium and Tin Project and the Manono Extension Project.
10. ENVIRONMENTAL REGULATION
The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies
with all regulations when carrying out any exploration work including with the national Greenhouse and Energy
Reporting Act 2007.
11. RISK MANAGEMENT
The Board of Directors regularly reviews the key risks associated with conducting exploration and project development
in the Democratic Republic of Congo “DRC” and take the necessary steps to manage these risks. The key risks are:
Titles and Permits
The Board of Directors is acutely aware of state and non-state actors that continue to publicly claim that title of its flagship
Manono Lithium and Tin project has been or will be transferred to them.
The Board continues to monitor the situation and actively defends these claims in various court cases as alluded to in
the corporate overview section of this report.
The Company is fully compliant with the DRC law and Mining Code and is in possession of all favourable opinions as
issued by the government departments to convert its exploration licence to an operating permit.
The Board confirms that it owns 75% of AVZ Minerals subsidiary Company Dathcom Mining SA, which has full legal rights
as contained in its research permit PR13359.
AVZ Minerals Limited | 15
DIRECTORS’ REPORT
The DRC Government publicly stated that the only way by which exoneration of mining permits is for non-payment of
surface right fees.
The Board confirms that all surface rights fees has been paid to date.
The Company has continued its discussions with the Government of the DRC to establish a pathway for the development
of the Manono Project.
Project Development
The future value of the Company will depend on its ability to economically develop the Manono Lithium and Tin project.
The Transaction Implementation Agreement “TIA” with Suzhou CATH Energy Technologies (“CATH”) as announced on
27 September 2021 once implemented will provide sufficient funding to kick start the project. Logistical risks regarding
the remote location to transport equipment in and out of Manono with the current limited accessibility via road are
assessed and managed on a continuous basis.
Key Management personnel
Current management personnel and Directors of the Company have the extensive experience, skillset and relationships
required to progress the Manono Lithium and Tin Project. The risk of key management personnel and/or Directors
exiting the Company on their own accord or via other means could impact the Company’s ability to progress its projects.
The AVZ Board regularly reviews the skillset of its Directors against a prescribed skills matrix. The AVZ Board is of the
view that the Directors in place as at the publication of this annual report provide the requisite experience and skills
against this skills matrix.
12. EVENTS OCCURRING AFTER THE REPORTING DATE
On 3 July 2023, AVZ International Pty Ltd and Suzhou CATH Energy Technologies, the parties to the Transaction
Implementation Agreement (TIA) executed on 24 September 2021, agreed to extend the completion date for its TIA
which remains valid until either the completion or cancellation by the parties in accordance with the terms of the TIA.
On 25 September 2023, the Company appointed Dr Casta Tungaraza as independent Non-Executive Director and Mr
Serge Ngandu as Executive Director of the Company, effective 25 September 2023.
Other than the abovementioned, no other matter or circumstance has arisen that has significantly affected, or may
significantly affect:
the Group’s operations in future financial years, or
the results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
AVZ Minerals Limited | 16
DIRECTORS’ REPORT
13.
INFORMATION ON DIRECTORS
(INCLUDING DIRECTORS’ INTERESTS AT THE DATE OF THIS REPORT)
Dr John
Clarke
Independent Non-Executive
Chairman
Nigel
Ferguson
Managing Director
Appointed
2 December 2019
Appointed
2 February 2017
Qualifications
Ph.D. (Metallurgy), B.Sc. (Metallurgy),
MBA
Qualifications
BSc (Geology), FAusIMM, MAIG
Experience
Mr Ferguson is a geologist with over
37 years of experience having
worked in senior management
positions for the past 27 years in a
variety of locations. He has
experience in the exploration,
definition of precious and base metal
mineral resources throughout the
world, including DRC, Zambia,
Tanzania, Saudi Arabia, South East
Asia and Central America. He has
been active in the DRC since 2004 in
gold and base metals exploration
and resource development.
Interests in
Securities
51,013,404 Ordinary Shares
10,000,000 Performance Rights
Directorships
in last 3 years
Okapi Resources Limited (ASX:OKR)
(resigned 30 June 2020)
AJN Resources Inc. (CSE:AJN)
(resigned 8 May 2022)
Experience
Dr Clarke brings considerable
experience in mine management,
mineral exploration, corporate
acquisition and mine development in
the mining sector in Africa. He has
worked both in Smelting and Mining
operations during his career and has
been a Director of several companies
which have had exploration,
development and mining activities in
Africa. Having joined Ashanti
Goldfields in 1982, Dr Clarke held a
succession of mine management,
strategic and corporate planning
roles before becoming the Executive
Director in charge of Business
development. He contributed to
establishing Ashanti’s gold
exploration program throughout sub-
Saharan Africa. In 1997 Dr Clarke
joined Nevsun Resources as
President and CEO, taking the
Company in to Eritrea and the
discovery the Bisha Mine.
Interests in
Securities
8,053,333 Ordinary Shares
9,048,000 Performance Rights
Directorships
in last 3 years
Great Quest Fertilizer Limited
(TSXV:GQ)
Alpha Exploration Limited
(TSXV:ALEX)
AVZ Minerals Limited | 17
DIRECTORS’ REPORT
13. INFORMATION ON DIRECTORS (con’t)
(INCLUDING DIRECTORS’ INTERESTS AT THE DATE OF THIS REPORT)
Graeme
Johnston
Technical Director
Serge
Ngandu
Executive Director
Appointed
30 July 2018
Appointed
25 September 2023
Qualifications
BSc (Geology), M.Sc. (Structural
Geology), DIC, FGS
Qualifications BSC and MSC (Chemical Engineering),
M.Sc. (Mineral Processing), MBA
Experience
Experience
Mr Johnston is a geologist with over 30
years’ experience in Australia, the
Middle East, Romania, Malaysia and the
DRC. He worked on various gold
projects before joining Rio Tinto and
then with Midwest Corporation where he
was the Principal Geologist during its
sale to Sinosteel Corporation. Following
this, Mr Johnston was a founding
director of Goldstar Resources and then
Ferrowest Limited where he was
Technical Director for nine years and
contributed to the successful completion
of the Feasibility Study for the Yalgoo
Pig Iron Project.
His technical experience is focused on
the transition between orebody
delineation and mine opening and has
worked on over five projects that
resulted in new mines being
commissioned. Mr Johnston initially
joined the AVZ team in May 2017 as
Project Manager for the Manono Project
before stepping into the role of
Technical Director.
Mr Ngandu has over 40 years of
experience in the mining industry
across various African countries where
he has been involved in delivering
major mining projects. Mr Ngandu is
currently the Director for Corporate
affairs of the Company’s subsidiary,
Dathcom Mining SA. Mr Ngandu has
been instrumental in delivering the
Company’s favourable opinions
obtained from various departments of
the government of the Democratic
Republic of Congo “DRC”. These four
favourable opinions (Technical,
Environmental, Cadastral and
Financial) underpin the rights to the
Manono Lithium and Tin project and
will be instrumental in obtaining the
Company’s mining licence. Mr Ngandu
previously held Senior Management
and Board positions with several
international mining and engineering
companies including Hatch Africa
(South Africa), Areva (France, Central
African Republic, and South Africa),
West African Minerals Corporation
(Sierra Leone), Worley Parsons (South
Africa) and Gecamines (DRC).
Interests in
Securities
11,398,070 Ordinary Shares
7,500,000 Performance Rights
Interests in
Securities
Nil Ordinary Shares
Nil Performance Rights
Directorships
in last 3 years
Mount Ridley Mines Limited (ASX:MRD)
(resigned 18 July 2022)
Directorships
in last 3 years
Nil
AVZ Minerals Limited | 18
DIRECTORS’ REPORT
13. INFORMATION ON DIRECTORS (con’t)
(INCLUDING DIRECTORS’ INTERESTS AT THE DATE OF THIS REPORT)
Rhett
Brans
Independent Non-Executive Director Dr Casta
Tungaraza
Independent Non-Executive Director
Appointed
5 February 2018
Appointed
25 September 2023
Qualifications Dip. Engineering (Civil)
Qualifications
Experience
Experience
Mr Brans is an experienced director
and civil engineer with over 48 years’
experience in project developments.
Throughout his career, Mr Brans has
been involved in the management of
feasibility studies and the design and
construction of mineral treatment
plants across a range of commodities
and geographies including for gold
in Ghana, copper in the DRC and
graphite in Mozambique. He has
extensive experience as an owner’s
representative for several successful
mine feasibility studies and project
developments. He is currently a Non-
Executive Director of Australian
Potash Limited and Carnavale
Resources Ltd. Previously, Mr Brans
was a founding director of Perseus
Mining Limited and served on the
boards of Syrah Resources Limited,
Tiger Resources Limited and
Monument Mining Limited.
BA Hons (International Relations)
Masters in Development Studies,
Ph.D. (International Politics)
Dr Tungaraza has over 40 years of
domestic and international industry
experience. She has managed multiple
projects in Australia and Africa and has
delivered key projects across these
regions within the public, private and
not-for-profit sectors. She also has
extensive experience and knowledge
of international trade between
Australia and Africa as the chair of the
Australian Government’s Advisory
Group on Australia-Africa Relations
(AGAAR) advising the Minister of
Foreign Affairs and Trade on
Australia’s engagement with the
countries of Africa to enhance
commercial, investment and people-
to-people relations for the mutual
benefit of the two Continents.
Previously, Dr Tungaraza was a director
and co-founder of the East Africa Oil
and Gas company promoting and
facilitating Australia’s investment in
Africa. She is the founding director of
Australia-Africa Trade and Cultural
Expo and served on various Federal
and State Ministerial Advisory Boards.
She is currently the Tanzania’s Tourism
Goodwill Ambassador in Australia,
appointed by the Tanzanian
Government.
Interests in
Securities
7,064,158 Ordinary Shares
Interests in
Securities
Nil Ordinary Shares
5,000,000 Performance Rights
Nil Performance Rights
Directorships
in last 3 years
Australian Potash Limited (ASX:APC)
Carnavale Resources Limited
(ASX:CAV)
Directorships
in last 3 years
Nil
AVZ Minerals Limited | 19
DIRECTORS’ REPORT
13. INFORMATION ON DIRECTORS (con’t)
(INCLUDING DIRECTORS’ INTERESTS AT THE DATE OF THIS REPORT)
Her
Excellency
Salome T.
Sijaona
Independent Non-Executive Director
Peter Huljich
Former Independent Non-
Executive Director
Appointed
17 October 2023
Appointed
2 May 2019 (resigned 3 August
2022)
Qualifications AdvDip in Rural Development Planning,
Qualifications
BCom/LLB, GD-AppFin, GAICD
Experience
Mr Huljich has over 25 years’
experience in the legal, natural
resources and banking sectors.
Experience
AdvDip in Integrated Surveys for
Development, BA Economics
Her Excellency Salome T. Sijaona is a
Tanzanian citizen and economist with vast
experience in governance, project
execution, private sector engagement and
international economic diplomacy. In 2010,
Her Excellency Salome T. Sijaona was
appointed as the Ambassador
Extraordinary and Plenipotentiary by the
Tanzanian Government, serving as the
Tanzanian Ambassador in Japan and is also
accredited with Australia, New Zealand,
South Korea and Papua New Guinea.
Before being appointed as Ambassador,
she was a long serving Chief Executive of
two major government Ministries and
Advisor to their respective Ministers. Her
Excellency Salome T. Sijaona’s 20 years’
experience in high level management and
governance has seen her chair various
Boards, including serving on international
bodies.
Interests in
Securities
Nil Ordinary Shares
Nil Performance Rights
Directorships
in last 3 years
Nil
Interests in
Securities
Not applicable as no longer a
director
Directorships
in last 3 years
Macro Metals Limited (ASX:M4M)
Amani Gold Limited (ASX:ANL)
Zinc of Ireland NL (ASX:ZMI)
AVZ Minerals Limited | 20
DIRECTORS’ REPORT
14.
INFORMATION ON COMPANY SECRETARIES
Jan de Jager
CFO & Joint Company Secretary
Benjamin Cohen
Appointed
15 April 2021
Appointed
Commercial Manager &
Joint Company Secretary
30 April 2021
Qualifications
B.Com (Hons), CA (SA)
Qualifications
B.Com, CPA
Experience
Mr Cohen is a commercially
focused CPA with more than 20
years’ experience in the bulk
commodity, shipping, mining and
corporate sectors. He has an
intimate knowledge of the
challenging environment of offtake
agreements, bulk shipping and the
commercial aspects of commodity
trading.
Experience
Mr de Jager is a Chartered Accountant
with more than 25 years’ experience
who has worked in senior
management positions for the past 20
years in a variety of locations. His
experience includes executive finance
roles for listed companies and
exposure to a variety of commodities
(including Coal, Nickel, Gold, Iron Ore
and Lithium) in South Africa and
Australia. Mr de Jager possesses a
wide range of prior experience in
corporate finance, treasury, ERP
system implementation, risk
management, project controls, new
business development and
commercial. His previous positions
include CFO for Covalent Lithium
(Joint Venture company of Kidman
Resources), prior to it being bought
out by Wesfarmers; General Manager,
Treasury and Reporting for Roy Hill
Australia and General Manager,
Finance for Xstrata Nickel Australia.
AVZ Minerals Limited | 21
DIRECTORS’ REPORT
15. AUDITED REMUNERATION REPORT
This report details the nature and amount of remuneration for all key management personnel of AVZ Minerals Limited
and its subsidiaries. The information provided in this remuneration report has been audited as required by section
308(C) of the Corporations Act 2001. For the purposes of this report, key management personnel (KMP) of the Group
are defined as those persons having authority and responsibility for planning, directing and controlling the major
activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise)
of the Group.
The individuals included in this report are:
EXECUTIVE DIRECTORS
Nigel Ferguson
Graeme Johnston
Managing Director
Technical Director
Appointed 2 February 2017
Appointed 30 July 2018
NON-EXECUTIVE DIRECTORS
John Clarke
Rhett Brans
Peter Huljich
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Appointed 2 December 2019
Appointed 5 February 2018
Appointed 2 May 2019, resigned 3 August 2022
OTHER KEY MANAGEMENT PERSONNEL (EXECUTIVES)
Jan de Jager
Benjamin Cohen
CFO & Joint Company Secretary
Commercial Manager & Joint
Company Secretary
Appointed 15 April 2021
Appointed 30 April 2021
(a) Remuneration Policy
The remuneration policy of AVZ Minerals Limited has been designed to align director objectives with shareholder and
business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with
market rates. By providing components of remuneration that are indirectly linked to share price appreciation (in the
form of Options and/or Performance Rights), executive, business and shareholder objectives are aligned. The board of
AVZ Minerals Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain
the best directors to run and manage the company, as well as create goal congruence between directors and
shareholders. The Board’s policy for determining the nature and amount of remuneration for Board members is as
follows:
i.
Executive Directors & Other Key Management Personnel
The remuneration policy and the relevant terms and conditions has been developed by the Remuneration Committee.
In determining competitive remuneration rates, the Committee reviews local and international trends among
comparative companies and industry generally. It examines terms and conditions for employee incentive schemes,
benefit plans and share plans. Reviews are performed to confirm that executive remuneration is in line with market
practice and is reasonable in the context of Australian executive reward practices.
The Company is an exploration and development entity, and therefore speculative in terms of performance. Consistent
with attracting and retaining talented executives, directors and senior executives are paid market rates associated with
individuals in similar positions, within the same industry.
The Remuneration Committee has used remuneration consultants as part of the executive remuneration review process.
The Board’s remuneration policies are outlined below:
AVZ Minerals Limited | 22
DIRECTORS’ REPORT
Fixed Remuneration
All executives receive a base cash salary or fixed consulting fee which is based on factors such as length of service and
experience as well as other fringe benefits. If entitled, all executives also receive a superannuation guarantee
contribution required by the government, which is 10.5% during the financial year and do not receive any other
retirement benefits.
Short-term Incentives (STI)
Under the Group’s current remuneration policy, executives can from time to time receive short-term incentives in the
form of cash bonuses. No short-term incentives were paid in the current financial year. The Board is responsible for
assessing whether Key Performance Indicators (“KPI’s”) are met. The Board considers market rates of salaries for levels
across the Group, which have been based on industry data provided by a range of employment agencies.
Long-term Incentives (LTI)
Executives are encouraged by the Board to hold shares in the Company and it is therefore the Group’s objective to
provide incentives for participants to partake in the future growth of the Group and, upon becoming shareholders in the
Company, to participate in the Group’s profits and dividends that may be realised in future years.
Performance rights
Performance Rights in AVZ Minerals Limited are granted by the Board under the AVZ Performance Rights Plan (Plan) and
issued and held by the AVZ Mineral Limited Rights Share Trust (RST). The Plan was approved by shareholders at the 25
November 2021 Annual General Meeting for a term of three years. Performance Rights are issued for no consideration
and vest according to a set of performance criteria being met. The vesting of the Performance Rights is determined at
the Board’s discretion.
ii. Non-Executive Directors
The Board’s policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. In determining competitive remuneration rates, the Board review local and
international trends among comparative companies and the industry generally. Typically, the Company will compare
non-executive remuneration to companies with similar market capitalisations in the exploration and resource
development business group.
Non-executive directors’ fees are determined within an aggregate directors’ fee pool limit, which will be periodically
recommended for approval by shareholders. The maximum currently stands at $650,000 per annum which was
approved by shareholders at the 30 November 2018 Annual General Meeting. Fees for non-executive directors are not
linked to the performance of the Company. However, to align directors’ interests with shareholder interests, the directors
are encouraged to hold shares in the Company and from time to time, non-executives may receive options or
Performance Rights subject to shareholder approval, to further align directors’ interests with shareholders.
AVZ Minerals Limited | 23
DIRECTORS’ REPORT
(b) Service Agreements
The agreements relating to remuneration and other terms of employment for the key management personnel for the
financial year are set out below:
John Clarke
Non-Executive
Chairman
Receives a monthly fee of $10,000
Appointment will not exceed 3 years from the date of re-election at the annual general
meeting
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
Nigel Ferguson
No specified fixed term
Managing
Director
Graeme
Johnston
Technical
Director
Rhett Brans
Non-Executive
Director
Jan de Jager
Chief Financial
Officer &
Joint Company
Secretary
Benjamin
Cohen
Commercial
Manager &
Joint Company
Secretary
Receives a monthly fee of $33,333 plus GST
6-month termination period unless there is a breach or unremedied continued neglect of the
terms of the agreement in which there is a one-month termination period
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
No specified fixed term
Receives a monthly fee of $29,167 plus GST
6-month termination period unless there is a breach or unremedied continued neglect of the
terms of the agreement in which there is a one-month termination period
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
Receives a monthly salary of $5,000 inclusive of statutory superannuation
Appointment will not exceed 3 years from the date of re-election at the annual general
meeting
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
No specified fixed term
Receives a monthly fee of $27,500 plus GST
6-month notice period to terminate employment by either party (effective 29 May 2023)
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
No specified fixed term
Receives a monthly base salary of $21,250 plus statutory superannuation
6-month notice period to terminate employment by either party (effective 29 May 2023)
12-month termination period in the event of a takeover, scheme of arrangement or change of
control of the Company
AVZ Minerals Limited | 24
DIRECTORS’ REPORT
(c) Company Performance, Shareholder Wealth and Directors’ and Executives’ Remuneration
The Company’s Performance for the past five years up to and including the current financial year:
2023
2022
2021
2020
2019
Net loss after tax ($)
(14,223,495)
(20,402,730)
(5,537,632)
(5,299,858)
(5,263,570)
Share Price at year end ($)
0.780*
0.780*
0.160
0.052
0.051
Basic EPS (cents per share) ($)
(0.40)
(0.61)
(0.19)
(0.22)
(0.26)
* Share price prior to AVZ’s trading halt on 9 May 2022 and voluntary suspension on 11 May 2022.
Voting and comments made at the Company’s 2022 Annual General Meeting
At the 2022 Annual General Meeting the Company remuneration report was passed by the requisite majority.
(d) Details of Key Management Personnel Remuneration
2023
Short-term benefits
Cash Salary
and Fees
$
Cash
Bonus
$
Post-
employment
Benefits
Share-
based
payments
Superannuation LTIP Rights
Total
Remuneration
consisting of
share-based
payments
Fixed
remuneration
$
$
$
%
%
Non-Executive Chairman
John Clarke
120,000
-
Executive Directors
Nigel Ferguson
Graeme Johnston
400,000
345,300
240,000
140,000
-
-
-
169,913
289,913
59
41
210,701
162,809
850,701
648,109
25
25
75
75
Non-Executive Directors
Rhett Brans
Peter Huljich1
54,299
5,000
-
-
5,701
-
105,351
105,351
165,351
110,351
64
95
33
5
Executives
Jan de Jager
Benjamin Cohen
330,000
240,000
148,500
81,448
Total
1,494,599
609,948
-
33,752
39,453
34,827
10,183
513,327
365,383
7
3
93
88
799,135
2,943,135
1 Peter Huljich resigned on 3 August 2022.
Share-based payments are calculated in accordance with Australian Accounting Standards and are the amortised fair value of equity-related awards that
have been granted to KMP.
AVZ Minerals Limited | 25
DIRECTORS’ REPORT
2022
Short term benefits
Cash
Salary and
Fees
Cash
Bonus
Post-
Employment
Benefits
Share-
based
payments
Total
Superannuation
LTIP Rights
Remuneration
consisting of
share-based
payments
Fixed
remuneration
$
$
$
$
$
%
%
Non-Executive Chairman
John Clarke
120,000
Executive Directors
Nigel Ferguson
Graeme Johnston
400,000
337,500
Non-Executive Directors
Rhett Brans
Peter Huljich
54,545
60,000
Executives
Michael Hughes1
Jan de Jager
Benjamin Cohen
TOTAL
439,870
330,000
220,195
1,962,110
-
-
-
-
-
-
-
-
-
-
-
-
2,127,818
2,247,818
2,810,412
2,197,490
3,210,412
2,534,990
5,455
-
1,405,206
1,408,445
1,465,206
1,468,445
95
88
87
96
96
5
12
13
4
4
37,328
-
22,020
415,422
881,962
295,518
892,620
1,211,962
537,733
64,803
11,542,273
13,569,186
47
73
55
53
27
45
1 Michael Hughes resigned on 24 May 2022.
Share-based payments are calculated in accordance with Australian Accounting Standards and are the amortised fair value of equity-related awards that
have been granted to KMP.
(e) Share-based compensation
i. Options
There have been no options issued to current Directors and executives as part of their remuneration during the year.
ii.
Performance Rights
The number of Performance Rights held during the financial year by each director of AVZ Minerals Limited and other
key management personnel of the Group, including related parties, are set out below.
Performance
Rights
Balance at the
start of the year
Granted
Other
Lapsed/
Cancelled
Vested and
converted
to shares
Balance at the
end of the
year
Balance
vested and
exercisable
2023
John Clarke
Nigel Ferguson
Graeme Johnston
Rhett Brans
Peter Huljich1
Jan de Jager
Benjamin Cohen
Total
9,048,000
10,000,000
7,500,000
5,000,000
5,000,000
5,082,500
1,668,100
43,298,600
1 Peter Huljich resigned on 3 August 2022.
-
-
-
-
-
-
-
-
-
-
-
-
(5,000,000)
-
-
(5,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,048,000
10,000,000
7,500,000
5,000,000
-
5,082,500
1,668,100
38,298,600
-
-
-
-
-
-
-
-
AVZ Minerals Limited | 26
DIRECTORS’ REPORT
(f) Ordinary shareholdings
The number of shares in the Company held during the financial year by each director of AVZ Minerals Limited and other
key management personnel of the Group, including related parties, are set out below. There were no shares granted
during the year as remuneration.
Ordinary shares
2023
John Clarke
Nigel Ferguson
Graeme Johnston
Rhett Brans
Peter Huljich 1
Jan de Jager
Benjamin Cohen
Total
Balance at the
start of the
year
Received as
remuneration
Other
Conversion of
performance
rights
Purchased/
(sold) during the
year
Balance at
the end of
the year
8,035,333
51,013,404
11,398,070
7,064,158
5,101,000
-
2,306,900
84,918,865
-
-
-
-
-
-
-
-
-
-
-
-
(5,101,000)
-
-
(5,101,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,035,333
51,013,404
11,398,070
7,064,158
-
-
2,306,900
79,817,865
1 Peter Huljich resigned on 3 August 2022.
(g) Other transactions with Key Management Personnel
Loans and amount owing to key management personnel
i.
No loans were made to any director or other key management personnel of the Group, including related parties during
the financial year. Amount owing to related parties at 30 June 2023 was $Nil (2022: Nil).
ii. Other transactions with key management personnel
During the year ended 30 June 2023, the Company paid $60,259 plus GST to Corad Pty Ltd, a company controlled by
Mr Graeme Johnston, for the provision of technical consultancy services and reimbursement of business expenses (2022:
$105,067).
No other transactions were made to any director or other key management personnel of the Group, including related
parties during the financial year.
This is the end of the audited remuneration report.
AVZ Minerals Limited | 27
DIRECTORS’ REPORT
16.
MEETINGS OF DIRECTORS
The number of Board and Committee meetings held during the financial year and the number of meetings attended by
each director is:
Director
John Clarke
Nigel Ferguson
Graeme Johnston
Rhett Brans
Peter Huljich 1
Board
Nomination and Remuneration
Committee
Audit and Risk (AR)
Committee
Eligible to
Attend
Attended
Eligible to
Attend
Attended
Eligible to
Attend
Attended
7
7
7
7
1
7
7
7
7
1
3
n/a
n/a
3
-
3
n/a
n/a
3
-
2
n/a
n/a
2
-
2
n/a
n/a
2
-
1 Peter Huljich resigned on 3 August 2022.
17.
INSURANCE OF OFFICERS
During the financial year, AVZ Minerals Limited paid a premium of $916,121 plus GST (2022: $513,259) to insure the
directors and officers of the Company and its controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities
incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from
conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of
information to gain advantage for themselves or someone else or to cause detriment to the company. It is not possible
to apportion the premium between amounts relating to the insurance against legal costs and those relating to other
liabilities. The insurance lapsed during the reporting period and the Company remains in discussions with brokers and
underwriters regarding the inception of renewed cover.
18. SHARES UNDER OPTION
At the date of this report, there are no unissued ordinary shares of AVZ Minerals Limited under options.
19. SHARES ISSUED ON EXERCISE OF OPTIONS
No options were exercised during the year.
20. PROCEEDINGS ON BEHALF OF THE 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.
21. AUDITOR’S INDEPENDENCE DECLARATION
Section 307c of the Corporations Act 2001 requires our auditors, Hall Chadwick WA Audit Pty Ltd, to provide the directors
of the Company with an Independence Declaration in relation to the audit of the financial report. This Independence
Declaration is set out immediately after this Directors’ Report.
22. NON-AUDIT SERVICES
During the year, Hall Chadwick WA Audit Pty Ltd, the Company’s external auditor, did not perform any services other
than their statutory audits (2022: $Nil). Details of remuneration paid or payable to the auditor can be found within the
financial statements at Note 4 Auditor’s Remuneration.
AVZ Minerals Limited | 28
DIRECTORS’ REPORT
In the event that non-audit services are provided by Hall Chadwick WA Audit Pty Ltd, the Board has established certain
procedures to ensure that the provision of non-audit services are compatible with, and do not compromise, the auditor
independence requirements of the Corporations Act 2001. These procedures include: non-audit services will be subject
to the corporate governance procedures adopted by the Company and will be reviewed by the Board to ensure they do
not impact the integrity and objectivity of the auditor; and ensuring non-audit services do not involve reviewing or
auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as an
advocate for the Company or jointly sharing risks and rewards.
Signed in accordance with a resolution of the Board of Directors.
Nigel Ferguson
Managing Director
Perth, Western Australia
29 September 2023
AVZ Minerals Limited | 29
AUDITOR’S INDEPENDENCE DECLARATION
AVZ Minerals Limited | 30
AUDITOR’S INDEPENDENCE DECLARATION
Financial
Statements
AVZ Minerals Limited | 31
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2023
Revenue
Other income
Expenses
Administrative costs
Legal costs
Employee benefits expense
Directors’ fees
Share-based payment expense
Compliance and regulatory expenses
Insurance expenses
Depreciation expense
Depreciation expense of right-of use asset
Movement in fair value of financial liabilities
Interest expense
Impairment – relinquishment of tenements
Foreign exchange (loss)/gain
Loss before income tax
Income tax expense
Note
Consolidated
2023
$
2022
$
3
859,933
385,061
(4,697,264)
(5,413,961)
(1,873,782)
(179,299)
(844,293)
(285,526)
(774,161)
(666,891)
(287,881)
-
(81,622)
-
21,252
(4,037,012)
(1,282,855)
(1,864,291)
(180,000)
(13,645,990)
(404,705)
(552,931)
(332,332)
(119,508)
2,738,705
(23,519)
(643,339)
(440,014)
(14,223,495)
(20,402,730)
-
-
24
9
10
13
10
8
5
Loss after income tax for the year
(14,223,495)
(20,402,730)
Other comprehensive income:
Items that may be reclassified to profit or loss
Exchange differences arising on translation of foreign operations
Other comprehensive income
5,688,147
5,688,147
11,044,726
11,044,726
Total comprehensive loss for the year
(8,535,348)
(9,358,004)
Loss for the year is attributable to:
Owners of AVZ Minerals Limited
Non-controlling interests
Total comprehensive loss for the year attributable to:
Owners of AVZ Minerals Limited
Non-controlling interests
(13,858,735)
(364,760)
(20,140,740)
(261,990)
(14,223,495)
(20,402,730)
(8,757,349)
222,001
(8,535,348)
(10,310,185)
952,181
(9,358,004)
Basic and diluted loss per share attributable to owners of AVZ
Minerals Limited (cents per share)
18
(0.40)
(0.61)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
AVZ Minerals Limited | 32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Consolidated Statement of Financial Position
As at 30 June 2023
Current Assets
Cash and cash equivalents
Trade and other receivables
Note
Consolidated
2023
$
2022
$
6
7
18,949,635
1,526,860
60,726,221
1,713,135
Total Current Assets
20,476,495
62,439,356
Non-Current Assets
Mineral exploration and evaluation
Property, plant and equipment
Right-of-use asset
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Financial liabilities
Lease liability
Total Current Liabilities
Non-Current Liabilities
Lease liability
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Share capital
Reserves
Accumulated losses
Capital and reserves attributable to owners of AVZ Minerals Ltd
Non-controlling interests
8
9
10
182,096,970
3,283,318
1,082,359
145,670,930
2,319,138
1,356,774
186,462,647
149,346,842
206,939,142
211,786,198
11
12
13
10
3,690,479
99,314
-
268,098
640,575
78,183
-
238,467
4,057,891
957,225
10
876,341
1,133,008
876,341
1,133,008
4,934,232
2,090,233
202,004,910
209,695,965
14
16
22
226,455,235
25,980,504
(66,259,751)
186,175,988
15,828,922
226,455,235
21,247,125
(53,613,316)
194,089,044
15,606,921
Total Equity
202,004,910
209,695,965
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
AVZ Minerals Limited | 33
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2023
Contributed
Equity
Accumulated
Losses
Share Options
Reserve
Foreign
Currency
Reserve
Total
Non-
controlling
Interests
Total Equity
$
$
$
$
$
$
$
Balance at 1 July 2021
107,916,233
(34,977,319)
5,842,246
(2,402,476)
76,378,684
10,527,756
86,906,440
Loss for the year
Exchange differences on
translation of foreign
operations
Total comprehensive
income/(loss) for the year
-
-
-
(20,140,740)
-
(20,140,740)
Transactions with owners in their capacity as owners:
Contributions of equity
115,313,221
Transaction costs
(5,705,166)
Share-based payments
Options lapsed
Performance Rights
lapsed
Exercise of Options
Conversion of
Performance Rights
Non-controlling interests
on acquisition of
subsidiary
Total transactions with
owners in their capacity as
owners
-
-
-
4,766,500
4,164,447
-
-
-
-
637,481
867,262
-
-
-
-
-
-
-
-
13,645,990
(637,481)
(867,262)
-
(4,164,447)
-
-
(20,140,740)
(261,990)
(20,402,730)
9,830,555
9,830,555
1,214,171
11,044,726
9,830,555
(10,310,185)
952,181
(9,358,004)
-
-
-
-
-
-
-
-
115,313,221
(5,705,166)
13,645,990
-
-
4,766,500
-
-
-
-
-
-
-
-
-
115,313,221
(5,705,166)
13,645,990
-
-
4,766,500
-
4,126,984
4,126,984
118,539,002
1,504,743
7,976,800
-
128,020,545
4,126,984
132,147,529
Balance at 30 June 2022
226,455,235
(53,613,316)
13,819,046
7,428,079
194,089,044
15,606,921
209,695,965
Balance at 1 July 2022
226,455,235
(53,613,316)
13,819,046
7,428,079
194,089,044
15,606,921
209,695,965
Loss for the year
Exchange differences on
translation of foreign
operations
Total comprehensive
income/(loss) for the year
-
-
-
(13,858,735)
-
(13,858,735)
-
-
-
-
(13,858,735)
(364,760)
(14,223,495)
5,101,386
5,101,386
586,761
5,688,147
5,101,386
(8,757,349)
222,001
(8,535,348)
Transactions with owners in their capacity as owners:
Share-based payments
Performance Rights
lapsed
Total transactions with
owners in their capacity as
owners
-
-
-
-
844,293
1,212,300
(1,212,300)
1,212,300
(368,007)
-
-
-
844,293
-
844,293
-
-
-
844,293
-
844,293
Balance at 30 June 2023
226,455,235
(66,259,751)
13,451,039
12,529,465
186,175,988
15,828,922
202,004,910
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
AVZ Minerals Limited | 34
CONSOLIDATED STATEMENT OF CASH FLOWS
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2023
Cash Flows from Operating Activities
Payments to suppliers and employees
Payments for exploration and evaluation
Interest received
Interest expense
R&D Tax Incentive
Note
Consolidated
2023
$
2022
$
(12,086,971)
(288,545)
627,937
(81,622)
137,533
(8,455,136)
-
385,061
(23,519)
-
Net cash outflow from operating activities
19
(11,691,668)
(8,093,594)
Cash Flows from Investing Activities
Payments for exploration and evaluation
Payments for property, plant and equipment
Payment of deferred consideration
Payment to Dathomir (2022: additional 15%)
Proceeds for sale of PPE
Net cash outflow from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Proceeds from exercise of options
Share issue transaction costs
Payment of lease liability
Net cash inflow from financing activities
(29,055,427)
(1,578,144)
-
-
14,837
(18,283,389)
(1,911,615)
(160,686)
(27,045,299)
-
(30,618,734)
(47,400,989)
-
-
-
(240,501)
115,000,000
4,766,500
(5,705,166)
(108,051)
(240,501)
113,953,283
Net increase/(decrease) in cash and cash equivalents
(42,550,903)
58,458,700
Exchange rate adjustments
Cash and cash equivalents at the start of the year
774,317
60,726,221
(196,111)
2,463,632
Cash and cash equivalents at the end of the year
6
18,949,635
60,726,221
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
AVZ Minerals Limited | 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
1.
Summary of Significant Accounting Policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated. These financial
statements present the financial information for AVZ Minerals Limited as a consolidated entity consisting of AVZ
Minerals Limited and the entities is controlled throughout the year (Group or consolidated entity). The Group is a for-
profit entity for the purpose of this financial report.
(a)
Basis of Preparation
The financial report is a general purpose financial report which has been prepared in accordance with the
requirements of Australian Accounting Standards, other authoritative pronouncements of the Australian
Accounting Standards Board, Accounting Interpretations and the Corporations Act 2001.
i.
Statement of Compliance
The financial report complies with Australian Accounting Standards which include International Financial
Reporting Standards as adopted in Australia. Compliance with these standards ensures that the consolidated
financial statements and notes as presented comply with International Financial Reporting Standards (IFRS).
ii.
Historical cost convention
These financial statements have been prepared under the historical cost convention.
(b)
Going concern
The financial report has been prepared on the going concern basis, which contemplates the continuity of
normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of
business.
The Group incurred a loss for the year of $14,223,495 (2022: $20,402,730) and net cash outflows from
operating activities of $11,691,668 (2022: $8,093,594). As at 30 June 2023, the Group’s cash and cash
equivalents were $18,949,635 (2022: $60,726,221) and had a working capital surplus of $16,418,604 (2022:
$61,482,131).
The Board of Directors routinely assesses the Company’s current and forecast cash position and any short-to-
medium-term fundraising requirement for the Group’s prospective activities on a continuous basis. In addition
to the continuous oversight over the actual cashflow figures as against budgeted [and forecast] performance,
a similar more detailed assessment is undertaken at periodic junctures during each 12 month reporting
period.
Sustained and detailed discussions between the Company and the Government of the Democratic Republic
of Congo “DRC” have continued throughout the reporting period, which discussions were held during
numerous meetings between high-ranking, authorised representatives from the Government of the DRC and
members of the Company’s Board and management team in respect of the grant of the ML to the Company’s
controlled entity, Dathcom Mining SA, is ongoing and on completion, the Company will consult with ASX
regarding the reinstatement to trading of all its issued ordinary shares on the Australian Stock Exchange
(“ASX”), following which the Company will be in a position to more readily raise capital to fund its ongoing
exploration, operational and project development activities. Should the suspension of trading in the
Company’s securities on the ASX not be lifted by ASX by the point in time the need for additional fundraising
arises, the Company will look to alternative funding options.
The Company is presently investigating a broad range of conventional and alternative funding options as part
of an intentional funding process that seeks to provide funding for a broad range of potential outcomes –
including, firstly, grant of the Mining Licence for PE13359 (“ML”) and, secondly, a medium-term dispute
resolution strategy plan if the additional fundraising requirement arises as a result of the Company not having
sufficiently reasonable grounds to expect the grant of the ML with sufficient certainty before the point in time
the need for additional fundraising arises.
AVZ Minerals Limited | 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
(b)
Summary of Significant Accounting Policies (con’t)
Going concern (con’t)
The Company notes that the grant of the ML will provide the catalyst for the implementation of the Transaction
Implementation Agreement as previously disclosed with Suzhou CATH Energy Technologies, providing
access to a significant portion of the required project development funding.
Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going
concern basis of preparation is appropriate, in particular given the Company’s history of raising capital to date.
The Directors are confident of the Company’s ability to raise funds as and when required.
Should the Group not be able to fund its operations in accordance with the factors set out above, there is
material uncertainty whether it would be able to continue as a going concern and therefore whether it would
realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the
financial statements.
(c)
Basis of Consolidation
i.
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of AVZ Minerals
Limited as at 30 June 2023 and the results of all subsidiaries for the year then ended. AVZ Minerals Limited
and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Minority interests, being that portion of the profit or loss and net assets of subsidiaries attributable to equity
interests held by persons outside the consolidated entity, are shown separately within the Equity section of
the consolidated statement of financial position and in the consolidated statement of profit or loss and other
comprehensive income.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
ii.
Control over subsidiaries
In determining whether the consolidated entity has control over subsidiaries that are not wholly owned,
judgement is applied to assess the ability of the consolidated entity to control the day-to-day activities of the
partly owned subsidiary and its economic outcomes. In exercising this judgement, the commercial and legal
relationships that the consolidated entity has with other owners of partly owned subsidiaries are taken into
consideration.
Whilst the consolidated entity is not able to control all activities of a partly owned subsidiary, the partly owned
subsidiary is consolidated within the consolidated entity where it is determined that the consolidated entity
controls the day-to-day activities and economic outcomes of a partly owned subsidiary. Changes in
agreements with other owners of partly owned subsidiaries could result in a loss of control and subsequently
de-consolidation.
During the 2017 financial year, AVZ Minerals Limited acquired 60%* of the issued shares of Dathcom Mining
SA (previously known as Dathcom Mining SAS) by the issue of shares and cash. Under the terms of
shareholders agreements, the Company is at this stage solely responsible for funding exploration activities
and therefore has control over the day-to-day activities and economic outcomes of Dathcom Mining SA.
Future changes to the shareholders agreements may impact on the ability of the Company to control Dathcom
Mining SA.
AVZ Minerals Limited | 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (con’t)
(c)
Basis of Consolidation (con’t)
*Upon completion of a further acquisition of 15% interest from Dathomir Mining Resources SARL in August
2021, AVZ Minerals has a 75% interest in the Manono Project. Subject to the completion of the Transaction
Implementation Agreement (“TIA”) between AVZ and Suzhou CATH Energy Technologies, the Company’s
direct interest in the Manono Project will be reduced to 51%.
(d)
Share-based payment transactions for the acquisition of goods and services
Share-based payment arrangements in which the Group receives goods or services as in exchange for its own
equity instruments are accounted for as equity-settled share-based payment transactions. The Group
measures the value of equity instruments granted at the fair value of the goods and services received, unless
that fair value cannot be measured reliably.
If the fair value of the goods or services received cannot be reliably measured, the transaction is measured by
the by reference to the fair value of the instruments granted.
The calculation of the fair value of equity instruments at the date at which they are granted is determined using
a Black-Scholes option pricing model, calculation of the fair value involves estimations of the relevant inputs
to the pricing model.
(e)
Financial Instruments
Financial assets and financial liabilities are recognised in the statement of financial position when the Group
becomes a party to the contractual provisions of the instrument.
Financial Assets
Trade receivables are held in order to collect the contractual cash flows and are initially measured at the
transaction price (excludes estimates of variable consideration) as defined in AASB 15 Revenue, as the
contracts of the Group do not contain significant financing components. Impairment losses are recognised
based on lifetime expected credit losses in profit or loss.
Other receivables are held in order to collect the contractual cash flows and accordingly are measured at initial
recognition at fair value, which ordinarily equates to cost and are subsequently measured at cost less
impairment due to their short-term nature. A provision for impairment is established based on 12-month
expected credit losses unless there has been a significant increase in credit risk when lifetime expected credit
losses are recognised. The amount of any provision is recognised in profit or loss.
Financial Liabilities and Equity
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance
of the contractual arrangements entered into and the definitions of a financial liability and an equity
instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs.
All other loans including convertible loan notes are initially recorded at fair value, which is ordinarily equal to
the proceeds received net of transaction costs. These liabilities are subsequently measured at amortised cost,
using the effective interest rate method.
Effective Interest Rate Method
The effective interest rate method is a method of calculating the amortised cost of a financial asset or liability
and allocating interest income or expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash flows through the expected life of the financial asset or liability, or,
where appropriate, a shorter period, to the net carrying amount on initial recognition.
(f)
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, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the board of
directors.
AVZ Minerals Limited | 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (con’t)
(g)
Revenue recognition
Revenue is recognised when or as the Group transfers control of goods or services to a customer at the
amount to which the Group expected to be entitled. If the consideration promised includes a variable amount,
the Group estimates the amount of consideration to which it will be entitled.
COVID-19 revenue is recognised when it is received or when the right to receive payment is established.
(h)
Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or
taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilise those temporary differences
and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and
deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in
equity.
(i)
Impairment of assets
At each reporting date the Group assesses whether there is any indication that an asset may be impaired. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
(j)
Cash and cash equivalents
For the purpose of presentation of the statement of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value, and bank overdrafts.
(k)
Exploration and evaluation expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable
area of interest. These costs are carried forward only if they relate to an area of interest for which rights of
tenure are current and in respect of which:
Such costs are expected to be recouped through successful development and exploitation or from sale
of the area: or
Exploration and evaluation activities in the area have not, at reporting date, reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves,
and active operations in, or relating to, the area are continuing.
AVZ Minerals Limited | 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (con’t)
(k) Exploration and evaluation expenditure (con’t)
Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in
the year in which the decision to abandon the area is made. 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.
(l)
Trade and other payables
These amounts represent liabilities for goods and services provided to the company prior to the end of
financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment
is not due within 12 months.
(m)
Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate,
at each financial year end. Depreciation is calculated on a diminishing value basis over the estimated useful
life of the assets as follows:
Vehicles, IT equipment and furniture – 5 years
(n)
Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount has
been reliably estimated. Provisions are not recognised for future operating losses. Provisions are measured at
the present value of management’s best estimate of the expenditure required to settle the present obligation
at the reporting date. The discount rate used to determine the present value reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due
to the passage of time is recognised as interest expense.
(o)
Employee benefits
i.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled
within 12 months of the reporting date are recognised in respect of employee’s services up to the end of the
reporting period and are measured at the amounts expected to be paid when liabilities are settled. The
liability for annual leave is recognised in the provision for employee benefits. All other short-term employee
benefit obligations are presented as other payables.
ii.
Share-based payments
The Company provides benefits to employees (including directors) of the Company in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights over shares
(‘equity-settled transactions’). The cost of these equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted.
The fair value is determined using an appropriate 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 volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. In
valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions
linked to the price of shares of AVZ Minerals Limited (‘market conditions’).
(p)
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the
issue of new shares for the acquisition of a business are not included in the cost of the acquisition as part of
the purchase consideration.
AVZ Minerals Limited | 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (con’t)
(q)
Earnings per share
i.
Basic earnings per share
Basic earnings per share is calculated by dividing the profit/loss attributable to equity holders of the company
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 year.
ii. 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-tax effect of interest and other financing costs associated with the 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.
(r)
Goods and services tax (GST) and Value added tax (VAT)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of
the asset or as part of the expense. Revenue, expenses and assets incurred in overseas are recorded inclusive
of VAT and no receivable or payable is recorded as the recoverability of the VAT from the relevant taxation
authority is uncertain.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in
the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash
flows arising from investing or financing activities which are recoverable from, or payable to the taxation
authority, are presented as operating cash flows.
(s)
Foreign currency translation
i.
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars, which is AVZ Mineral’s functional and presentation
currency.
ii.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the statement of profit or loss and other comprehensive
income, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment
hedges or are attributable to part of the net investment in a foreign operation.
Translation differences on financial assets and liabilities carried at fair value are reported as part of the fair
value gain or loss. Translation differences on non-monetary financial assets and liabilities such as equities held
at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation
differences on non-monetary financial assets such as equities classified as available for sale financial assets are
included in the fair value reserve in equity.
AVZ Minerals Limited | 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Summary of Significant Accounting Policies (con’t)
(s) Foreign currency translation (con’t)
iii.
Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
Assets and liabilities for each statement of financial position presented are translated at the closing
rate at the date of that statement of financial position;
Income and expenses for the statement of profit or loss and other comprehensive income are
translated at average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
All resulting exchange differences are recognised as a separate component of comprehensive
income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities,
and of borrowings and other financial instruments designated as hedges of such investments, are recognised
in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net
investment are repaid, a proportionate share of such exchange differences are recognised in the statement
of profit or loss and other comprehensive income, as part of the gain or loss on sale where applicable.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entities and translated at the closing rate.
(t)
Share-based payments
Equity settled transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of share-
based payments, whereby employees render services in exchange for shares or rights over shares (equity-
settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the
equity instruments at the date at which they are granted. The fair value is determined by using an appropriate
valuation technique, further details of which are given in the remuneration report.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of AVZ Minerals Limited.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects:
(i)
(ii)
the extent to which the vesting period has expired; and
the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment
is made for the likelihood of market performance conditions being met as the effect of these
conditions is included in the determination of fair value at grant date. The statement of profit or loss
and other comprehensive income charge or credit for a period represents the movement in
cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only
conditional upon a market condition.
AVZ Minerals Limited | 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
(t)
Summary of Significant Accounting Policies (con’t)
Share-based payments (con’t)
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any modification that increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at
the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any
expense not yet recognised for the award is recognised immediately. However, if a new award is substituted
for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the original award, as described in the previous
paragraph.
(u)
New accounting standards and interpretations
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 Company and effective for the current reporting
periods beginning on or after 1 July 2022.
As a result of this review, the Directors have determined that there is no material impact of new Standards and
Interpretations issued and, therefore, no change is necessary to the Group’s accounting policies.
(v)
New accounting standards and interpretations not yet adopted
The Directors have also reviewed all Standards and Interpretations in issue not yet adopted for the year ended
30 June 2023. As a result of this review, the Directors have determined that there is no material impact of the
Standards and Interpretations in issue not yet adopted on the Group and, therefore, no change is necessary
to Group accounting policies.
(w)
Parent Entity Financial Information
The financial information for the parent entity, AVZ Minerals Limited, disclosed in Note 25 has been prepared
on the same basis as the consolidated financial statements.
AVZ Minerals Limited | 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to be
reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The
resulting accounting estimates and judgements may differ from the related actual results and may have a significant
effect on the carrying amount of assets and liabilities within the next financial year and on the amounts recognised in
the financial statements. The estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a)
Impairment of deferred exploration and evaluation expenditure
Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current.
These costs are carried forward in respect of an area that has not at reporting date reached a stage that permits
reasonable assessment of the existence of economically recoverable reserves. The Board and Management
have assessed the carrying value of the Exploration and Evaluation Expenditure to be impaired. Refer to the
accounting policy stated in Note 1(k) and to Note 8 for movements in the exploration and evaluation
expenditure balance.
(b) Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and consultants by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value for options is determined
by an internal valuation using a Black-Scholes option pricing model. The fair value of Performance Rights is
determined by using the underlying share price at grant date.
(c) Tax in foreign jurisdictions
The consolidated entity operates in overseas jurisdictions and accordingly is required to comply with the
taxation requirements of those relevant countries. This results in the consolidated entity making estimates in
relation to taxes including but not limited to income tax, goods and services tax, withholding tax and employee
income tax. The consolidated entity estimates its tax liabilities based on the consolidated entity’s understanding
of the tax law. Where the final outcome of these matters is different from the amounts that were initially
recorded, such differences will impact profit or loss in the period in which they are settled.
(d) Estimation of the Group's borrowing rate
The lease payments used to determine the lease liability and right-of-use of asset at 1 July 2021 under AASB 16
Leases are discounted using the Group’s incremental borrowing rate of 6.57%. The lease borrowing rate was
an estimate of 6.51% on 1 April 2022.
AVZ Minerals Limited | 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. Other income
Interest received
R&D tax incentive
Net gain on disposal of asset
Total revenue and other income
4. Auditor’s Remuneration
Hall Chadwick (WA) Pty Ltd
Audit and review of financial statements
Other services
Total remuneration of auditors
Consolidated
2023
$
2022
$
627,936
218,879
13,118
859,933
385,061
-
-
385,061
Consolidated
2023
$
2022
$
102,697
93,940
-
-
102,697
93,940
Consolidated
2023
$
2022
$
5. Income Tax Expense
(a) Numerical reconciliation of income tax expense to prima facie tax payable
Loss from continuing operations before income tax expense
(14,223,495)
(20,402,730)
Tax at the tax rate of 30% (2022: 30%)
(4,267,048)
(6,120,819)
Tax effect of amounts which are not deductible in calculating taxable
income:
Non-deductible expenses
Non-assessable amounts
Unrecognised tax losses
Movement in unrecognised temporary differences
Income tax expense
(b) Deferred tax asset not recognised*
Tax losses
Exploration and expenditure
Net deferred tax not recognised
736,247
(65,664)
4,478,249
(821,611)
3,706,750
2,569,681
(110,285)
(105,500)
-
-
11,179,375
7,457,319
143,550
267,025
11,322,925
7,724,344
*The deferred tax asset attributable to tax losses does not exceed taxable amounts arising from the reversal of existing
assessable temporary differences.
AVZ Minerals Limited | 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Cash & Cash Equivalents
Cash at bank & in hand
Total cash & cash equivalents
Consolidated
2023
$
2022
$
18,949,635
60,726,221
18,949,635
60,726,221
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.38% and 2.40% (2022: 0.25% and
1.77%). Refer to Note 17 for the Group’s exposure to interest rate and credit risk.
7. Trade and Other Receivables
Advances to employees for field work purposes
GST receivable
Deposits and securities
Prepayments
R&D tax incentive receivable
Other receivables
Total trade and other receivables
8. Exploration & Evaluation Expenditure
Opening balance
Acquisition of further interest (i)
Exploration costs
Impairment (ii)
Net exchange differences on translation
Closing balance
Consolidated
2023
$
2022
$
113,507
220,001
199,508
895,838
81,346
16,660
723,271
177,978
203,008
604,192
-
4,686
1,526,860
1,713,135
Consolidated
2023
$
2022
$
145,670,930
90,525,946
-
27,045,299
30,203,107
19,075,932
-
(643,339)
6,222,933
9,667,092
182,096,970
145,670,930
The value of the Group’s interest in exploration expenditure is dependent upon:
the continuance of the Company’s rights to tenure of the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.
AVZ Minerals Limited | 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Exploration & Evaluation Expenditure (con’t)
i.
ii.
iii.
In August 2021, the Company increased its interest in the Manono Project from 60% to 75% by exercising
options to purchase Dathomir’s minority shareholding of 15% equity in Dathcom Mining for US$20 million.
Impairment due to 50% relinquishment of tenements comprising PR 4029 and PR 4030.
On 28 January 2023 the Minister of Mines (“MoM”) of the Democratic Republic of Congo “DRC” issued two
ministerial decrees. Decree 0031 appears to have reversed the earlier ministerial decree granting the mining
licence for the Southern Section of tenement PR13359. Decree 0032 appears to have reversed an earlier
ministerial decree which acknowledged a declaration of partial renunciation of PR13359 by Dathcom, i.e. the
excluded Northern portion of PR13359 that was not covered by the ministerial decree to convert the PR to a PE
or Mining Licence. The Company continues to have full legal rights over its tenure for PR13359 and is seeking
clarification of matters surrounding the two ministerial decrees dated 28 January 2023. Discussions with the
Government of the Democratic Republic of Congo “DRC” with respect to the issue of the Mining Licence for
PR13359 “ML” to Dathcom Mining SA is ongoing.
9. Property, plant and equipment
At cost
Less: accumulated depreciation
Reconciliation
Opening balance
Additions
Depreciation expense
Foreign currency translation difference movement
Closing balance
10. Right-of-use Assets and Leases
(a) Amounts recognised in the balance sheet
Rights-of-use asset
Balance as at 1 July
Right-of-use assets recognised
Less: Depreciation
Closing balance
Lease liabilities
Balance as at 1 July
Lease liabilities recognised
Add: Interest
Consolidated
2023
$
2022
$
5,733,187
4,102,739
(2,449,869)
(1,783,601)
3,283,318
2,319,138
2,319,138
1,500,800
(666,891)
732,585
1,937,846
(332,332)
130,271
(18,961)
3,283,318
2,319,138
Consolidated
2023
$
2022
$
1,356,774
48,099
13,466
1,428,183
(287,881)
(119,508)
1,082,359
1,356,774
1,371,475
13,466
81,622
51,343
1,428,183
23,519
Less: Payment per Consolidated Statement of Cash Flows
(322,124)
(131,570)
Closing balance
1,144,439
1,371,475
AVZ Minerals Limited | 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. Right-of-use Assets and Leases (con’t)
(a) Amounts recognised in the balance sheet (con’t)
Current
Non-current
Closing balance
(b) Amounts recognised in the consolidated statement of profit or loss
Depreciation of right-of-use asset
Interest expense on lease liabilities
Consolidated
2023
$
2022
$
268,098
876,341
238,467
1,133,008
1,144,439
1,371,475
287,881
81,622
119,508
23,519
In April 2022, the Company vacated the office property at Level 2, 8 Colin Street, West Perth and relocated to its new
office at Level 2, 1 Walker Avenue, West Perth. The new office lease commenced on 1 April 2022 and remains in
force until 31 March 2027.
The lease is recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is
available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to profit or loss over the lease period as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right-of-use asset is amortised over the shorter of the asset’s
useful life and the lease term on a straight-line basis.
Initial measurement
Assets and liabilities from a lease are initially measured on a present value basis. The lease liability includes the
present value of the fixed payments and variable lease payments that depend on an index, initially measured using
the index as at the commencement date (reconciled and adjusted for actual index each year). The lease payments
are discounted using the Company’s incremental borrowing rate of 6.51%.
The right-of-use asset is measured at cost comprising of the initial measurement of the lease liability.
Subsequent measurement
The right-of-use asset is subsequently measured at cost less any accumulated amortisation and any accumulated
impairment losses and adjusted for any re-measurement of the lease liability.
The lease liability is subsequently measured to reflect the interest on the lease liability, the lease payments made and
any reassessment of the variable payments.
11. Trade & Other Payables
Current
Trade payables
Employee benefits and related payables
Accrued expenses
FBT Payable
Others
Consolidated
2023
$
2022
$
1,011,740
45,899
2,621,043
7,072
4,725
141,464
75,222
412,639
5,896
5,354
Total current trade & other payables
3,690,479
640,575
The Group’s exposure to liquidity risk is noted in Note 17.
AVZ Minerals Limited | 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. Provisions
Current
Employee benefits
Total current provisions
Consolidated
2023
$
2022
$
99,314
99,314
78,183
78,183
The Group’s provision for employee benefits represents annual leave payable and payroll tax payable.
13. Financial Liabilities
Acquisition of 5% interest in Dathcom Mining SA* on 24 June 2019
Deferred Consideration
Current Liability
Principal
Principal repayments
Fair value increase / (decrease) on repayment
Unwinding of interest on discounting
Fair value increase
At 30 June
Non-Current Liability
Opening balance
Fair value increase taken to profit or loss
At 30 June
Total
Total Deferred Consideration
Total current liability
Total non-current liability
Total Liability
Consolidated
2023
$
2022
$
-
-
-
-
-
-
-
-
-
-
-
-
-
6,661,275
(6,761,325)
535,142
(2,738,705)
2,303,613
-
-
-
-
-
-
-
-
*SAS corporation was converted to SA corporation in August 2019.
On 24 June 2019, the Company announced that it had executed a Share Sale Purchase Agreement (“Agreement”)
with Dathomir Mining Resources SARL to purchase a 5% equity in Dathcom Mining for a total consideration of
US$5,500,000. Under the Agreement, the first tranche payment of US$500,000 was to be paid within 14 days of
execution and the balance of the consideration was to be paid at any time within 36 months from execution of the
Agreement. The first tranche payment of US$500,000 was paid in July 2019. The balance of US$5 million was paid
in August 2021.
AVZ Minerals Limited | 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated
Consolidated
2023
Shares
2022
Shares
2023
$
2022
$
14. Share capital
Ordinary shares - fully paid
3,528,729,748
3,528,729,748
226,455,235
226,455,235
Total Share Capital
3,528,729,748
3,528,729,748
226,455,235
226,455,235
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of
shares held and in proportion to the amount paid up on the shares held. At shareholders meetings, each ordinary share
is entitled to one vote in proportion to the paid-up amount of the share when a poll is called, otherwise each shareholder
has one vote on a show of hands.
Date
Number of
Shares
Fair Value
per share
Total
$
Movements in share capital
Opening Balance 1 July 2021
Issue of shares1
Issue of shares2
Exercise of unlisted options3
Exercise of unlisted options4
7-Jul-21
15-Jul-21
15-Jul-21
9-Aug-21
Conversion of Performance Rights5
30-Nov-21
Issue of shares6
Issue of shares7
3-Dec-21
17-Dec-21
Conversion of Performance Rights8
13-Jan-22
Exercise of unlisted options9
7-Apr-22
Less: transaction cost
Closing Balance at 30 June 2022
2,906,165,175
307,692,308
1,648,530
1,000,000
1,666,667
13,450,400
60,000,000
150,000,000
10,440,000
76,666,668
-
3,528,729,748
$0.130
$0.190
$0.067
$0.060
$0.088
-
$0.500
$0.286
$0.060
107,916,233
40,000,000
313,221
66,500
100,000
1,180,287
-
75,000,000
2,984,160
4,600,000
(5,705,166)
226,455,235
Opening Balance 1 July 2022
3,528,729,748
226,455,235
Issue of shares
Less: transaction cost
-
-
-
-
Closing Balance at 30 June 2023
3,528,729,748
226,455,235
1 On 7 July 2021, the Company completed a $40 million (before transaction cost) Placement through the issue of 307,692,308 shares
at $0.13 per share to institutional, professional and sophisticated investors.
2 On 15 July 2021, 1,648,530 shares were issued to Mincore Pty Ltd as part consideration for the completion of the Manono Lithium
and Tin Project FEED Study.
3 On 15 July 2021, 1,000,000 Unlisted Options (exercisable at $0.0665 on or before 5 May 2022) were exercised.
4 On 9 August 2021, 1,666,667 Unlisted Options (exercisable at $0.06 on or before 8 April 2022) were exercised.
5 On 30 November 2021, 5,651,800 Class E Performance Rights, 1,101,000 Class H Performance Rights, 587,200 Class K Performance
Rights, 2,000,000 Class L Performance Rights, 2,202,000 Class M Performance Rights, and 1,908,400 Class N Performance Rights
vested and converted to Ordinary Shares. The fair value of the Performance Rights of $1,180,287 was transferred from the Share-
Based Payment Reserve to Issued Capital.
6 On 3 December 2021, 60,000,000 shares were issued as Collateral shares at nil cash consideration under an At-the-Market (ATM)
Subscription Deed with Acuity Capital. The Company may, however, at any time cancel the ATM as well as buy back (and cancel)
those shares for no cash consideration (subject to shareholder approval). The ATM facility limit is $50,000,000 and matures on 20
March 2024.
7 On 17 December 2021, the Company completed a $75 million (before transaction cost) Placement through the issue of 150,000,000
shares at $0.50 per share to institutional and sophisticated investors.
AVZ Minerals Limited | 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. Share capital (con’t)
8 On 13 January 2022, 3,440,000 Class O Performance Rights, 7,000,000 Class P Performance Rights, vested and converted to
Ordinary Shares. The fair value of the Performance Rights of $2,984,160 was transferred from the Share-Based Payment Reserve to
Issued Capital.
9 On 7 April 2022, 76,666,668 Unlisted Options (exercisable at $0.06 on or before 8 April 2022) were exercised.
15.
Share Options and Performance Rights
(a) Share Options
There are no options on issue as at 30 June 2023.
Expiry date
Exercise
price
(cents)
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at
end of the
year
2022
Unlisted
Unlisted
5-Mar-22
8-Apr-22
6.65
6.00
(b) Performance Rights
1,000,000
78,333,335
79,333,335
-
-
-
(1,000,000)
(78,333,335)
(79,333,335)
-
-
-
-
-
-
Expiry date
Exercise
price
(cents)
Balance at
start of year
Granted
during the
year
Converted
during the
year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
2023
Class M
Class N
Class O
Class P
Class Q
Total
2022
Class E
Class F
Class H
Class K
Class L
Class M
Class N
Class O
Class P
Class Q
Total
9-Dec-23
29-Jun-24
7-Sep-24
7-Sep-24
7-Oct-22
3-Dec-21
2-Jun-22
3-Dec-21
3-Dec-21
3-Dec-21
9-Dec-23
29-Jun-24
7-Sep-24
7-Sep-24
7-Oct-22
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,750,000) 14,648,000
(633,000)
2,658,600
(1,800,000) 11,435,000
- 24,750,000
(3,500,000)
-
(8,683,000)
53,491,600
17,398,000
3,291,600
13,235,000
24,750,000
3,500,000
62,174,600
7,700,000
8,000,000
1,500,000
800,000
2,000,000
19,600,000
5,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,651,800)
(2,048,200)
-
(8,000,000)
(1,101,000)
(399,000)
(587,200)
(212,800)
(2,000,000)
(2,202,000)
(1,908,400)
-
-
-
-
-
-
- 17,398,000
-
3,291,600
- 13,235,000
- 24,750,000
-
3,500,000
-
-
-
16,675,000
(3,440,000)
31,750,000
(7,000,000)
3,500,000
-
44,800,000
51,925,000
(23,890,400)
(10,660,000) 62,174,600
AVZ Minerals Limited | 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. Reserves
Share Options and Performance Rights Reserve (a)
Foreign Currency Translation Reserve (b)
Total reserves
(a) Share Options and Performance Rights Reserve (i)
Opening balance
Share-based payment expense during the year
Less: Conversion of Performance Rights
Less: Options exercised
Less: Performance Rights lapsed
Closing balance
(b) Foreign Currency Translation Reserve (ii)
Opening balance
Exchange difference arising on translation of foreign operations
Closing balance
Nature and purpose of reserves
Consolidated
2023
$
2022
$
13,451,039
13,819,046
12,529,465
7,428,079
25,980,504
21,247,125
13,819,046
5,842,246
844,293
13,645,990
-
-
(1,212,300)
(4,164,447)
(637,481)
(867,262)
13,451,039
13,819,046
7,428,079
5,101,386
12,529,465
(2,402,476)
9,830,555
7,428,079
(i) Share Options and Performance Rights Reserve
The Share Options and Performance Rights Reserve contains amounts received (if any) on the issue of Options and
Performance Rights over unissued capital of the Company. It is also used to recognise the fair value of Options and
Performance Rights issued to eligible employees and consultants but not exercised.
(ii) Foreign Currency Translation Reserve
The Foreign Currency Translation Reserve records exchange differences arising on translation of foreign controlled
entities. The exchange differences arising are recognised in other comprehensive income as detailed in Note 1(s) and
accumulated within a separate reserve within equity. The cumulative amount is reclassified to the statement of profit
or loss and other comprehensive income when the net investment is disposed of.
17.
Financial Instruments, Risk Management Objectives and Policies
The consolidated entity’s principal financial instruments comprise cash and cash equivalents. The main purpose of the
financial instruments is to earn the maximum amount of interest at a low risk to the Company. The consolidated entity also
has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year
under review, it has been the consolidated entity’s policy not to trade in financial instruments. The main risks arising from
the consolidated entity’s financial instruments are interest rate risk and credit risk. The Board reviews and agrees policies
for managing each of these risks and they are summarised below:
AVZ Minerals Limited | 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17.
Financial Instruments, Risk Management Objectives and Policies (con’t)
(a)
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 changes in market interest rates and the effective weighted average interest rate for each class of
financial assets and financial liabilities comprises:
Consolidated
2023
Financial assets
Weighted
Average
Interest
Rate
Floating
Interest
Rate
$
Cash and cash equivalents
2.14%
16,909,854
Trade and other receivables
Financial liabilities
Trade and other payables
Lease liabilities
Financial liabilities
-
-
6.51%
-
-
16,909,854
-
-
Fixed
Interest
Non-interest
bearing
Total
$
-
-
-
-
1,144,439
-
$
$
2,039,781
18,949,635
329,675
329,675
2,369,456
19,279,310
3,690,479
3,690,479
-
-
1,144,439
-
-
1,144,439
3,690,479
4,834,918
Weighted
Average
Interest
Rate
Floating
Interest
Rate
Fixed
Interest
Non-interest
bearing
Total
$
$
$
$
Consolidated
2022
Financial assets
Cash and cash equivalents
0.65%
1,453,381
59,272,840
-
60,726,221
Trade and other receivables
Financial liabilities
Trade and other payables
Lease liabilities
Financial liabilities
-
-
6.51%
-
-
-
930,965
930,965
1,453,381
59,272,840
930,965
61,657,186
-
-
-
640,575
640,575
1,371,475
-
-
-
1,371,475
-
-
1,371,475
640,575
2,012,050
The maturity date for cash included in the above tables is one year or less from reporting date.
(i)
Sensitivity analysis
The Group’s main interest rate risk arises from cash equivalents with variable and fixed interest rates.
At 30 June 2023 and 30 June 2022, the Group’s exposure to interest rate risk was not deemed material.
(b)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted the policy of only dealing with credit worthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of financial
loss from defaults. The Group does not have any significant credit risk exposure to any single counterparty or
any Group of counterparties having similar characteristics. The carrying amount of financial assets recorded
in the financial statements, net of any provisions for losses, represents the Group’s maximum exposure to
credit risk. All cash equivalents are held with financial institutions with a credit rating of -AA or above.
AVZ Minerals Limited | 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17.
Financial Instruments, Risk Management Objectives and Policies (con’t)
(c)
Foreign Currency Risk
The Group is exposed to fluctuations in foreign currencies arising from exploration commitments in currencies
other than the Group’s presentational currency Australian Dollars (AUD).
The Group operates internationally and is exposed to foreign exchange risk arising from currency exposure to
the United States Dollar (USD). The Group has not formalised a foreign currency risk management policy,
however it monitors its foreign currency expenditure in light of exchange rate movements and retains the right to
withdraw from the foreign exploration commitments.
(i)
Sensitivity analysis
The Group’s main foreign currency risk arises from cash equivalents held in foreign currency denominated bank
accounts and other payable amounts denominated in USD. At 30 June 2023 and 30 June 2022, the Group’s
exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as
follows:
Cash and cash equivalents
Trade & other receivables - current
Trade and other payables
Financial liabilities
2023
$
2,017,352
342,478
2,359,830
(1,513,741)
-
(1,513,741)
2022
$
1,273,885
877,373
2,151,258
(14,871)
-
(14,871)
A reasonably possible strengthening (weakening) of the AUD against USD at 30 June 2023 would have affected
the measurement of financial instruments denominated in a foreign currency and affected equity and profit or
loss for the Group by the amounts shown below, expressed in AUD. This analysis assumes all other variables
remain constant.
2023
2022
Increase (Decrease) in Equity and Profit or Loss
AUD to USD
AUD to USD
10%
$
-10%
$
10%
$
-10%
$
Cash and cash equivalents
Trade & other receivables - current
(134,253)
134,253
(22,792)
22,792
(87,787)
(60,462)
87,787
60,462
(157,045)
157,045
(148,249)
148,249
Trade and other payables
Financial liabilities
100,738
(100,738)
1,025
(1,025)
-
-
-
-
100,738
(100,738)
1,025
(1,025)
(d)
Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. Due to the dynamic nature of the underlying businesses, the
Group aims at ensuring flexibility in its liquidity profile by maintaining the ability to undertake capital raisings.
AVZ Minerals Limited | 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17.
Financial Instruments, Risk Management Objectives and Policies (con’t)
(d)
Liquidity risk (con’t)
Contractual
maturities of
financial
assets/(liabilities)
At 30 June 2023
Cash and cash
equivalents
Trade and other
receivables
Trade and other
payables
Lease liabilities
Financial
liabilities
At 30 June 2022
Cash and cash
equivalents
Trade and other
receivables
Trade and other
payables
Lease liabilities
Financial
liabilities
Less than 6
months
6-12
months
Between
1 and 2
years
Between
2 and 5
years
Total
contractual cash
inflows
/(outflows)
Carrying
amount
$
18,949,635
329,675
(3,690,479)
$
-
-
-
$
-
-
-
$
-
-
$
$
18,949,635
18,949,635
329,675
329,675
-
(3,690,479)
(3,690,479)
(165,511)
(167,424)
(340,640)
(614,518)
(1,288,093)
(1,144,439)
-
-
-
-
-
-
15,423,320
(167,424)
(340,640)
(614,518)
14,300,738
14,444,392
60,726,221
-
-
-
60,726,221
60,726,221
930,965
(640,575)
-
-
-
-
-
930,965
930,965
(640,575)
(640,575)
(158,431)
(160,609)
(327,814)
(947,806)
(1,594,660)
(1,371,475)
-
-
-
-
-
-
60,858,180
(160,609)
(327,814)
(947,806)
59,421,951
59,645,136
(e)
Net fair value
The carrying value and net fair values of financial assets and liabilities at reporting date are:
Consolidated
2023
2022
Carrying
Amount
$
Net fair
Value
$
Carrying
Amount
$
Net fair
Value
$
Financial assets:
Cash and cash equivalents
18,949,635
18,949,635
60,726,221
2,463,632
Trade and other receivables - current
329,675
329,675
930,965
285,938
19,279,310
19,279,310
61,657,186
2,749,570
Financial liabilities:
Trade and other payables - current
3,690,479
3,690,479
640,575
469,151
Lease liabilities
Financial liabilities - current
1,144,439
1,144,439
1,371,475
51,343
-
-
- 6,661,275
4,834,918
4,834,918
2,012,050
7,181,769
AVZ Minerals Limited | 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17.
Financial Instruments, Risk Management Objectives and Policies (con’t)
(f)
Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or
for disclosure purposes. AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements
by level of the following fair value measurement hierarchy:
i) Quoted prices in active markets for identical assets or liabilities (level 1)
ii)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (level 2); and
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
iii)
Due to their short-term nature, the carrying amount of the current receivables and current payables is assumed
to approximate their fair value. Refer to Note 13 for assumptions made in relation to determining fair value of
financial liabilities.
18. Loss per Share
Consolidated
2023
$
2022
$
(a) Loss
Loss used in the calculation of basic and diluted EPS ($)
(14,223,495)
(20,402,730)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic and diluted loss per
share
3,528,729,748 3,357,835,239
Basic and diluted loss per share
cents per
share
(0.40)
cents per
share
(0.61)
Diluted earnings per share is equal to basic loss per share as the Group is in a loss position.
AVZ Minerals Limited | 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. Cash Flow Information
Reconciliation of cash flows from operating activities with loss
from ordinary activities after income tax:
Loss for the year
Depreciation
Depreciation expense of right-of-use asset
Share-based payment
Movement in fair value of financial liabilities
Interest income accrued
Impairment
Net realised and unrealised foreign exchange losses
Business development costs
Changes in assets and liabilities:
(Increase)/Decrease in operating receivables and prepayments
Increase/(Decrease) in trade and other payables
Increase/(Decrease) in provisions
(Increase)/Decrease in receivables
Consolidated
2023
$
2022
$
(14,223,495)
(20,402,730)
666,891
287,881
844,293
-
-
-
5,254
(11,753)
(20,369)
1,758,831
(999,201)
1,758,831
332,332
119,508
13,645,990
(2,738,705)
-
643,339
440,010
320,780
(607,542)
147,469
5,955
Net cash outflows from operating activities
(11,691,668)
(8,093,594)
Non-cash investing and financing activities
Issue of ordinary shares for investor relations services
Issue of ordinary shares from conversion of Performance Rights
-
-
-
-
4,164,447
4,164,447
Changes in financial liabilities arising from financing activities are disclosed in Note 13. Changes in lease liabilities arising
from financing activities are disclosed in Note 10.
20.
Segment Information
The Group is organised into one operating segment, being exploration in the Democratic Republic of the Congo (DRC).
This is based on the internal reports that are being reviewed and used by the Board of Directors (who are identified as
the Chief Operating Decision Makers (CODM) in assessing performance and in determining the allocation of resources.
As a result, the operating segment information is as disclosed in the statements and notes to the financial statements
throughout the report.
Geographical information
All non-current assets are based in the DRC.
AVZ Minerals Limited | 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Commitments and Contingencies
(a) Lease Guarantee
The Company has given bank guarantees as at 30 June 2023 of $199,508 (June 2022: $199,508) to a landlord for the
lease of office building.
(b) International Chamber of Commerce (“ICC”) proceedings by Jin Cheng
The Company currently defends a case in the ICC brought against its subsidiary AVZ International Pty Ltd (“AVZI”) by Jin
Cheng Mining Company regarding a 15% interest Jin Cheng purportedly acquired from Cominière in Dathcom.
The status of the Jin Cheng proceedings is as follows:
On or about 22 April 2022, Jin Cheng issued proceedings at the ICC seeking orders to the effect the articles of
association of Dathcom to reflect Jin Cheng as a 15% shareholder of Dathcom.
In these proceedings, AVZI has disputed that the ICC has jurisdiction on the basis Jin Cheng is not entitled to have
recourse to arbitration because it is not a shareholder of Dathcom because the purported acquisition of its 15%
shareholding from Cominière was ineffective because it occurred in contravention of AVZI’s pre-emptive right.
The ICC Tribunal is determining the issue of jurisdiction as a preliminary question. That preliminary question was listed
for hearing in July 2023, but Jin Cheng sought a postponement of the hearing to give it an opportunity to address
allegations raised by AVZI that the sale from Cominière to Jin Cheng was also tainted by corruption.
The preliminary question is currently listed for hearing on 5 and 6 October 2023.
AVZ is confident AVZI’s jurisdictional challenge will be successful, which will affirm that Jin Cheng does not have the right
to instigate the ICC arbitration proceedings against AVZI as it is not (and never has been) a shareholder in Dathcom.
ICC proceedings against Dathomir
(c)
The Company (AVZ) and its subsidiary AVZI lodged claims against Dathomir Mining SARL (“Dathomir”) with the ICC to
affirm AVZ’s acquisition in August 2021 of a 15% interest in Dathcom from Dathomir under the Dathomir SPAs and to
put an end, once and for all, to Dathomir’s claims and to recover losses sustained from them.
The status of the Dathomir proceedings is as follows:
The Dathomir arbitration proceedings comprise two separate proceedings:
ICC proceedings (ICC No. 27425/SP) were instituted by AVZI to obtain confirmation AVZI validly acquired a further
5% shareholding in Dathcom pursuant to an agreement executed in 2019; and
ICC proceedings (ICC No. 27401/SP) were instituted by AVZ and AVZI to obtain confirmation AVZI validly acquired
a further 10% shareholding in Dathcom pursuant to an agreement executed into in 2020.
AVZ paid the purchase prices and completed both sales in 2021, but Dathomir purported to terminate the sale
agreements and sought to renegotiate the purchase price. Dathomir then issued various proceedings in the DRC to
challenge the sale and prevent the registration of the share transfers. However, according to the sale agreements, any
dispute needed to be resolved by arbitration.
Consequently, on or about 1 December 2022 and 9 December 2022, AVZI and AVZ were forced to commence the two
ICC arbitration proceedings.
The two proceedings will be heard separately by different three member tribunals because the two sale agreements
have different governing laws.
In relation to the proceedings in respect of the 2019 sale agreement, Dathomir applied to the ICC Tribunal (ICC No.
27401/SP) for orders to keep the arbitration proceedings confidential. AVZ and AVZI opposed those orders. On
18 September 2023, AVZ and AVZI were successful, with the ICC refusing to make confidentiality orders.
AVZ Minerals Limited | 58
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. Commitments and Contingencies (con’t)
On or about 4 September 2023, Dathomir issued proceedings in the DRC seeking to have Dathcom wound-up on the
grounds the Dathcom JVA had been terminated and PR 13359 transferred from Dathcom to Cominière.
AVZ believes Dathomir is acting on behalf of Cominière who is prevented from taking such action by the order of the
Emergency Arbitrator.
AVZI will vehemently oppose these new proceedings by all available legal means.
(d) ICC proceedings against Cominière
On 11 April 2023, AVZI issued the proceedings against Cominière to ensure Cominière is liable for (i) breach of the
pre-emptive right and (ii) other disruptive actions made in breach of the Dathcom JVA.
Following the introduction of these proceedings, Cominière purported to terminate the Dathcom JVA on the grounds
of alleged breaches of the Dathcom JVA by AVZI under various spurious grounds. AVZ does not believe AVZI breached
the Dathcom JVA and disputes that the termination occurred in accordance with the Dathcom JVA.
AVZI thus brought a successful emergency arbitration application under ICC rules, restraining Cominière from taking
any actions with regards to its purported termination of the Dathcom JVA.
The Emergency Arbitrator’s determination included financial penalty orders for violations of the restraining order
issued against Cominière, including a penalty of 50,000 Euros per day of violation, whilst ordering Cominière to pay
90% of the legal costs incurred by the Company in respect to the emergency arbitration action.
AVZ is of the opinion Cominière has acted in contravention of the Emergency Arbitrator’s order including by seeking
to have PR 13359 transferred from Dathcom to Cominière. AVZI will take action in respect of this contravention at the
appropriate time.
These proceedings will in due course be heard by a 3-member tribunal. AVZ remains confident AVZI will ultimately
obtain declarations that the Dathcom JVA remains on foot and that the purported sale of a 15% shareholding in
Dathcom by Cominière to Jin Cheng was invalid.
(e) ICC proceedings by Cominière and Jin Cheng
On or about 28 April 2023, Cominière and Jin Cheng jointly issued proceedings against AVZI seeking a declaration the
Dathcom JVA was terminated and damages for breach of the Dathcom JVA.
Following the commencement of these proceedings, Cominière and Jin Cheng filed a request for consolidation of the
three proceedings (ICC No. 26986/SP, ICC No. 27720/SP and ICC No. 27769/SP). AVZ believes the primary motive of
Cominière and Jin Cheng in commencing and seeking consolidation of these proceedings was to delay the
determination of the jurisdictional issue in the proceedings commenced by Jin Cheng and the constitution of the
tribunal, which will hear AVZI’s claims against Cominière. This application was refused by the ICC Court on 1 September
2023.
AVZ remains confident the Tribunal will rule that the Dathcom JVA is not terminated and that it is in fact Cominière
who has breached the Dathcom JVA.
International Centre for Settlement of Investment Disputes (“ICSID”) Proceedings
(f)
On 8 June 2023, AVZ’s subsidiaries commenced ICSID proceedings against the DRC in relation to its failure to procure
the expeditious grant to Dathcom of an exploitation permit in respect of the Manono Project in accordance with the DRC
Mining Code.
The ICSID proceedings were commenced as a last resort after a lengthy dialogue with the DRC Government had failed
to procure the grant of the exploitation licence in accordance with the Mining Code.
AVZ acknowledges the coordinated actions of Jin Cheng, Dathomir and Cominière has contributed to the delay in
granting the exploitation licence. These parties have shown a determination to create an environment of confusion and
misinformation, which has delayed a conclusion by the competent DRC authorities.
AVZ remains in sustained and constructive dialogue with the DRC Government with respect to the grant of the
exploitation licence and the withdrawal of the ICSID proceedings. The ICSID Tribunal has not yet been fully constituted
and AVZ remains hopeful a resolution can be achieved before further steps need to be taken in the ICSID proceedings.
AVZ Minerals Limited | 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. Subsidiaries and non-controlling entities
(a) Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in Note 1(c):
Name of entity
Country of
incorporation
Class
of shares
Equity holding1
2023
2022
AVZ International Pty Ltd
AVZ Minerals Congo SARL
AVZ Power
Dathcom Mining SA1
Maji Bora Ya Manono2
Nyuki Logistics Company2
Nyuki Logistics Tanzania Limited3
Green Lithium Holdings Pte Ltd4
Australia
DRC
DRC
DRC
DRC
DRC
Tanzania
Singapore
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
1 The proportion of ownership interest is equal to the proportion of voting power held.
2 Incorporated on 7 October 2020.
3 Incorporated on 28 October 2021.
4 Incorporated on 8 March 2022.
(b) Non-controlling entities
%
100
100
100
75
100
100
100
100
%
100
100
100
75
100
100
100
100
The following table sets out the summarised financial information for each subsidiary that has a non-controlling
interests (NCI). Amounts disclosed are before intercompany eliminations (AASB 12.B11).
Summarised statement of
Financial Position
Current Assets
Non-current Assets
Total Assets
Current Liabilities
Non-current Liabilities
Total Liabilities
Net Assets
Accumulated NCI
23.
Related Party Information
(a)
(b)
Parent entity
The ultimate parent entity within the Group is AVZ Minerals Limited.
Subsidiaries
Interests in subsidiaries are set out above.
Dathcom Mining SA
30-Jun-23
30-Jun-22
2,154,729
1,812,933
51,254,007
127,395,288
53,408,736
129,208,221
1,511,912
77,666,125
-
-
1,511,912
77,666,125
51,896,824
51,542,096
15,828,922
15,606,921
AVZ Minerals Limited | 60
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23.
Related Party Information (con’t)
(c)
Key management personnel
The key management personnel compensation is as follows:
Key Management Personnel Compensation
Summary remuneration
Short-term benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
Consolidated
2023
$
2022
$
2,104,547
39,453
799,135
2,943,135
1,962,110
64,803
11,542,273
13,569,186
Details of remuneration disclosures are provided within the audited remuneration report of the Directors’ report.
24.
Share-based Payments
Share-based payments during the year are summarised below:
Options (a)
Performance Rights (b)
Total share-based payment expense
(a) Options
Consolidated
2023
$
-
844,293
844,293
2022
$
-
13,645,990
13,645,990
No options were issued as share-based payments during the year ended 30 June 2023 (2022: Nil).
There are no options on issue at 30 June 2023 (2022: Nil).
(b) Performance Rights
No Performance Rights were issued during the year ended 30 June 2023.
No Performance Rights were exercised during the year ended 30 June 2023.
Share-based payment arrangement granted in prior years and still in existence at 30 June 2023
Number
Issued
Grant Date
Exercise
Price
Class M
Expiry Date of
Milestone
Achievements
Underlying
Share Price on
Grant Date
Total Fair
Value
%
Vested
Probability
Tranche 1
3,000,000
10-Dec-20
Tranche 2
3,000,000
10-Dec-20
Tranche 3
18,100,000
10-Dec-20
Nil
Nil
Nil
9-Dec-23
9-Dec-23
9-Dec-23
0.225
847,125
100%
0.225
0.225
526,500
73.4%
830,250
Nil
n/a
100%
100%
$
$
On 10 December 2020, 24,100,000 Class M Performance Rights were issued to Directors and employees of the
Company. These Performance Rights are split into three tranches with the following vesting conditions:
Tranche 1 – 3,000,000 shall vest upon upon executing an offtake agreement for at least 25% of the
product (Lithium and Tin) from the Manono Project.
Tranche 2 – 3,000,000 shall vest upon the completion of the Manono Project financing.
AVZ Minerals Limited | 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24.
Share-based Payments (con’t)
(b) Performance Rights (con’t)
Tranche 3 – 18,100,00 shall vest upon the Company making a Decision to Mine in respect of the Manono
Project.
1,500,000 Tranche 2 of Class M Performance Rights were cancelled in FY21 when an employee resigned.
3,000,000 Tranche 1 of Class M Performance Rights vested and were converted on 31 March 2021.
2,750,000 Class M Performance Rights were cancelled during the year as a result of resignation of employees.
During the year, share based payment of $112,481 in relation to Class M Performance Rights has been expensed
to statement of profit or loss and other comprehensive income over its vesting period at a 100% probability of
meeting vesting conditions.
Number
Issued
Class N
Grant Date
Exercise Price
Expiry Date of
Milestone
Achievements
Underlying
Share Price on
Grant Date
Total Fair
Value
%
Vested
5,200,000
29-Jun-21
Nil
29-Jun-24
0.16
$832,000
36.7%
$
$
On 29 June 2021, 5,200,000 Class N Performance Rights were issued to employees and consultants of the
Company. These Performance Rights are split into two equal tranches with the following vesting conditions:
Tranche 1 – 2,600,000 shall vest upon upon the completion of the Manono Project financing.
Tranche 2 – 2,600,000 shall vest upon the Company making a Final Investment Decision (FID) in respect
of the Manono Project.
633,000 Class N Performance Rights were cancelled during the year as a result of resignation of employee.
During the year share-based payment of $48,164 in relation to Class N Performance Rights has been expensed
to the statement of profit or loss and other comprehensive income over its vesting period at a 100% probability
of meeting vesting conditions.
Class O
Number
Issued
Grant Date
Exercise
Price
Expiry Date of
Milestone
Achievements
Underlying
Share Price on
Grant Date
Total Fair
Value
%
Vested
Probability
Tranche 1
3,765,000
26-Aug-21
Tranche 2
2,340,000
26-Aug-21
Tranche 3
3,690,000
26-Aug-21
Tranche 4
3,440,000
26-Aug-21
Tranche 5
3,440,000
26-Aug-21
Nil
Nil
Nil
Nil
Nil
07-Sep-24
07-Sep-24
07-Sep-24
07-Sep-24
07-Sep-24
$
$
0.225
847,125
526,500
830,250
774,000
0.225
0.225
0.225
0.139
478,160
100%
Nil
Nil
Nil
Nil
100%
100%
100%
0%
100%
On 7 September 2021, 16,675,000 Class O Performance Rights were issued to employees and consultants of the
Company. These Performance Rights are split into five tranches with the following vesting conditions:
Tranche 1 - 3,765,000 shall vest on signature of a binding EPC contract for the construction of the
operating plant for the Manono Lithium and Tin Project.
Tranche 2 - 2,340,000 shall vest on designation of a standalone JORC indicated and inferred tin resource
of 10,000 tonnes of contained Cassiterite.
Tranche 3 - 3,690,000 shall vest on designation of a JORC indicated and inferred resource at Carriere
de l’Este of 150m tonne grading at least 1.5% lithium.
Tranche 4 - 3,440,000 shall vest on operation of the plant at 4.5 million tonnes per annum capacity for
three consecutive months.
Tranche 5 - 3,440,000 shall vest when market capitalisation of the Company exceeds $2 Billion for a
period of 20 consecutive trading days.
AVZ Minerals Limited | 62
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24.
Share-based Payments (con’t)
(b) Performance Rights (con’t)
3,440,000 Tranche 5 of Class O Performance Rights vested and were converted on 13 January 2022.
1,800,000 Class O Performance Rights were cancelled during the year as a result of resignation of employees.
During the year, the share-based payment expense recognised in relation to Class O Performance Rights
(Tranches 1-3) was $20,120 over its vesting period at a 100% probability of meeting vesting conditions.
No value was expensed for Class O Tranche 4 Performance Rights during the year as the probability of meeting
the relevant vesting condition as at 30 June 2023 was assessed at nil.
Class P
Number
Issued
Grant Date
Exercise
Price
Expiry Date of
Milestone
Achievements
Underlying Share
Price on Grant
Date
Total Fair
Value
%
Vested
Probability
Tranche 1
7,000,000
18-Nov-21
Tranche 2
3,750,000
18-Nov-21
Tranche 3
7,000,000
18-Nov-21
Tranche 4
7,000,000
18-Nov-21
Tranche 5
7,000,000
18-Nov-21
Nil
Nil
Nil
Nil
Nil
7-Sep-24
7-Sep-24
7-Sep-24
7-Sep-24
7-Sep-24
$
$
0.575
4,025,000
0.575
2,156,250
0.575
4,025,000
0.575
4,025,000
Nil
Nil
Nil
Nil
100%
100%
100%
0%
0.358
2,506,000
100%
100%
On 18 November 2021, 31,750,000 Class P Performance Rights were issued to directors of the Company
following shareholder approval at the 2021 Annual General Meeting. These Performance Rights are split into five
tranches with the following vesting conditions:
Tranche 1 – 7,000,000 shall vest on signature of a binding EPC contract for the construction of the
operating plant for the Manono Lithium and Tin Project.
Tranche 2 – 3,750,000 shall vest on designation of a standalone JORC indicated and inferred tin resource
of 10,000 tonnes of contained Cassiterite.
Tranche 3 - 7,000,000 shall vest on designation of a JORC indicated and inferred resource at Carriere de
l’Este of 150m tonne grading at least 1.5% lithium.
Tranche 4 - 7,000,000 shall vest on operation of the plant at 4.5 million tonnes per annum capacity for
three consecutive months.
Tranche 5 - 7,000,000 shall vest when market capitalisation of the Company exceeds $2 Billion for a
period of 20 consecutive trading days.
7,000,000 Tranche 5 of Class P Performance Rights vested and were converted on 13 January 2022.
During the year, the share-based payment expense recognised in relation to Class P Performance Rights
(Tranches 1-3) was $663,528 over its vesting period at a100% probability of meeting vesting conditions.
No value was expensed for Class P Tranche 4 Performance Rights during the year as the probability of meeting
the relevant vesting condition as at 30 June 2023 was assessed at nil.
Class Q
Number
Issued
Grant Date
Exercise Price
Expiry Date of
Milestone
Achievements
Underlying Share
Price on Grant
Date
Total Fair Value
3,500,000
14-Sep-21
Nil
7-Oct-22
$
0.255
$
892,500
On 7 October 2021, 3,500,000 Class Q Performance Rights were issued to consultants of the Company. These
Performance Rights shall vest upon all of the following items being delivered:
1. Mining Licence being granted to Dathcom Mining SA;
2. Execution of the Collaboration Agreement;
3. Signing of the MOU agreement; and
4. Approval of MSEZ.
AVZ Minerals Limited | 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. Share-Based Payments (con’t)
(b) Performance Rights (con’t)
On 7 October 2022, 3,500,000 Class Q Performance Rights lapsed unexercised due to vesting conditions not
met. The share-based payment expense previously recognised of $664,774 in relation to Class Q Performance
Rights were reversed.
(c) Shares issued as share-based payments
There were no shares issued as share-based payments for the year ended 30 June 2023.
On 15 July 2021, 1,648,530 shares were issued to a Mincore Pty Ltd as part consideration for the completion
of the Manono Lithium and Tin Project FEED study. Refer to Note 14.
25. Parent Entity Information
(a) Assets
Current assets
Non-current assets
Total assets
(b) Liabilities
Current liabilities
Non-current Liabilities
Total liabilities
Net Assets
(c) Equity
Contributed equity
Accumulated losses
Reserves
Total equity
(d) Total comprehensive loss for the year
Loss for the year
Other comprehensive income for the year
Total comprehensive loss for the year
Company
2023
$
2022
$
18,123,398
60,288,098
161,557,950 129,858,570
179,681,348 190,146,668
2,544,148
942,350
876,341
1,133,008
3,420,489
2,075,358
176,260,859 188,071,310
226,455,235 226,455,235
(63,645,415)
(52,202,971)
13,451,039
13,819,046
176,260,859 188,071,310
(12,654,744)
(19,254,949)
-
-
(12,654,744)
(19,254,949)
The parent entity has not guaranteed any loans for any entity during the year. The parent entity does not have any
contingent liabilities, or capital commitments.
AVZ Minerals Limited | 64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. Events Occurring after the Reporting Date
On 3 July 2023, AVZ International Pty Ltd and Suzhou CATH Energy Technologies, the parties to the Transaction
Implementation Agreement (TIA) executed on 24 September 2021, agreed to to extend the completion date for its TIA
which remains enforced until either the completion or cancellation by the parties in accordance with the terms of the
TIA.
On 25 September 2023, the Company appointed Dr Casta Tungaraza as independent non-Executive Director and Mr
Serge Ngandu as Executive Director of the Company, effective 25 September 2023.
Other than the abovementioned, no other matter or circumstance has arisen that has significantly affected, or may
significantly affect:
the Group’s operations in future financial years, or
the results of those operations in future financial years, or
the Group’s state of affairs in future financial years.
AVZ Minerals Limited | 65
DIRECTORS’ DECLARATION
Directors’ Declaration
In the Directors’ opinion:
(a) the attached financial statements and notes are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the
financial year ended on that date; and
(b) the attached audited remuneration disclosures of the Directors’ report comply with section 300A of the
Corporations Act 2001; and
(c) at the date of this declaration, 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
(d) the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Nigel Ferguson
Managing Director
Perth, Western Australia
29 September 2023
AVZ Minerals Limited | 66
INDEPENDENT AUDITOR’S REPORT
AVZ Minerals Limited | 67
INDEPENDENT AUDITOR’S REPORT
AVZ Minerals Limited | 68
INDEPENDENT AUDITOR’S REPORT
AVZ Minerals Limited | 69
INDEPENDENT AUDITOR’S REPORT
AVZ Minerals Limited | 70
INDEPENDENT AUDITOR’S REPORT
AVZ Minerals Limited | 71
ASX ADDITIONAL INFORMATION
ASX Additional Information
Shareholding
The distribution of members and their holdings of equity securities in the holding company as at 18 October 2023 is as
follows:
Holding Ranges
Number of Holders
Number of Shares
% Issued Share Capital
Fully Paid Ordinary Shares
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
2,538
5,805
3,282
7,165
2,319
21,109
1,742,137
16,207,005
26,058,620
249,920,738
3,234,801,248
3,528,729,748
0.05%
0.46%
0.74%
7.08%
91.67%
100.00%
Holders of less than a marketable parcel: 1,031 with a total of 437,863 shares amounting to 0.01% of the Issued Capital.
Twenty Largest Shareholders
The names of the twenty largest ordinary fully paid shareholders are as follows:
Shareholder
Number
%
YIBIN TIANYI LITHIUM INDUSTRY CO LTD & SUZHOU CATH ENERGY
TECHNOLOGIES CO LTD*
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HUAYOU INTERNATIONAL MINING (HONGKONG) LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
LITHIUM PLUS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD
RIDGEBACK HOLDINGS PTY LTD
CERTANE CT PTY LTD
EQUITY PLAN SERVICES PTY LTD
MRS LIYUN HUANG
MR CRAIG ALAN DORAN
NATIONAL NOMINEES LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MR KEVIN GRIFFITHS
MR KAI GUO
MR LAWRENCE EDWARD DORAN
Total
*Related entities
251,500,000
7.13%
244,827,417
216,615,790
184,448,661
164,247,369
137,391,926
116,174,331
83,678,929
50,977,038
60,000,000
51,013,404
47,439,460
28,513,766
27,086,625
22,572,388
20,786,784
17,558,490
17,220,000
16,000,000
15,621,794
6.94%
6.14%
5.23%
4.65%
3.89%
3.29%
2.37%
1.44%
1.70%
1.45%
1.34%
0.81%
0.77%
0.64%
0.59%
0.50%
0.49%
0.45%
0.44%
1,773,674,172
50.26%
AVZ Minerals Limited | 72
ASX ADDITIONAL INFORMATION
Substantial Shareholders
The names of the substantial shareholders:
Shareholder
YIBIN TIANYI LITHIUM INDUSTRY CO LTD & SUZHOU CATH ENERGY
TECHNOLOGIES CO LTD*
HUAYOU INTERNATIONAL MINING (HONGKONG) LIMITED
Number
%
251,500,000
7.13%
216,615,790
6.14%
*Related entities
On-Market Buy-Back
There is no current on-market buy-back.
Restricted Securities
There are no restricted ordinary shares in escrow.
Unquoted equity securities – Options
Nil
Unquoted equity securities – Performance Rights
Performance rights expiring 9 December 2023
Performance rights expiring 29 June 2024
Performance rights expiring 7 September 2024
Number on issue
0
Number of holders
0
Number on issue
13,148,000
2,025,600
31,435,000
Number of holders
10
2
15
Voting Rights
The voting rights attaching to each class of equity securities are set out below:
(i) Ordinary Shares
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.
(ii) Performance Rights and Unlisted Options
These securities have no voting rights.
Corporate Governance
The Board of AVZ Minerals Limited is committed to Corporate Governance. The Board is responsible to its Shareholders
for the performance of the Company and seeks to communicate with Shareholders. In accordance with ASX Listing Rule
4.10.3, the Company has elected to disclose its Corporate Governance policies and its compliance with them on its
website, rather than in the Annual Report. Accordingly, information about the Company's Corporate Governance
practices is set out on the Company's website at https://avzminerals.com.au/corporate-governance.
Application of Funds
During the financial year, AVZ Minerals Limited confirms that it has used its cash and assets (in a form readily convertible
to cash) in a manner which is consistent with the Company’s business objectives.
Information required under ASX Listing Rule 5.3.3
List of current mining and exploration tenements:
Country / Project
Tenement
Interest
Status
DRC – Manono Project
PR 13359
DRC – Manono Extension Project
PR 4029, PR 4030
75%*
100%
Granted
Granted
*AVZ through its wholly owned entity, AVZ International Pty Ltd (“AVZI”) has a75% legal interest in the Manono Project. On
27 September 2021, AVZ announced that Suzhou Cath Energy Technologies (“CATH”) will earn a 24% interest in the
Manono Project subject to the satisfaction or waiver of several conditions’ precedent stipulated in the Transaction
Implementation Agreement (“TIA”). Since 30 November 2021, both parties have agreed on several occasions to amend
the closure date for the TIA. On 3 July 2023, the Company advised that the TIA remains valid until either the completion
or the cancellation by parties.
AVZ Minerals Limited | 73
ASX ADDITIONAL INFORMATION
AVZ Minerals Limited | 74
ABN: 81 125 176 703
Level 2, 1 Walker Avenue
West Perth WA 6005
T: + 61 8 6186 7600
E: admin@avzminerals.com.au
W: www.avzminerals.com.au