Bannerman Energy Ltd
and Controlled Entities
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2022
Bannerman Energy Ltd
Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008
PO Box 1973, Subiaco, Western Australia 6008
T +61 8 9381 1436
E info@bannermanenergy.com
W bannermanenergy.com
Page i
CORPORATE DIRECTORY
NON-EXECUTIVE CHAIRMAN
Ronnie Beevor
CHIEF EXECUTIVE OFFICER & MANAGING DIRECTOR
Brandon Munro
CHIEF FINANCIAL OFFICER & COMPANY SECRETARY
Stephen Herlihy
NON-EXECUTIVE DIRECTORS
Ian Burvill
Clive Jones
Mike Leech
PRINCIPAL & REGISTERED OFFICE
Suite 7, 245 Churchill Avenue
SUBIACO WA 6008
Australia
Telephone: +61 (8) 9381 1436
AUDITORS
Ernst & Young
11 Mounts Bay Road
PERTH WA 6000
Telephone: +61 (8) 9429 2222
Facsimile: +61 (8) 9429 2432
SHARE REGISTRAR
Computershare (Australia)
Level 11
172 St George’s Terrace
PERTH WA 6000
Telephone from within Australia:
Telephone from outside Australia:
Facsimile:
1300 850 505
+61 (3) 9415 4000
+61 (8) 9323 2033
STOCK EXCHANGE LISTINGS
Australian Securities Exchange (ASX Code: BMN)
Namibian Stock Exchange (NSX Code: BMN)
OTC Markets (OTCQX Code: BNNLF)
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
TABLE OF CONTENTS
Chairman’s Letter to Shareholders .......................................................................................................... 1
Board of Directors and Executives ........................................................................................................... 3
Directors’ Report ...................................................................................................................................... 6
Remuneration Report .............................................................................................................................16
Financial Statements ..............................................................................................................................27
Directors’ Declaration ............................................................................................................................62
Independent Auditor’s Report to the Members ....................................................................................63
Additional ASX Information ....................................................................................................................68
ABOUT BANNERMAN ENERGY LTD
About Bannerman - Bannerman Energy Ltd is a uranium development company listed on the Australian and Namibian
stock exchanges and traded on the OTCQX Market in the US. Its flagship asset is the 95% owned Etango Uranium
Project located in the Erongo Region of Namibia. Subsequent to balance date, Bannerman completed the acquisition
of a 41.8% shareholding in Namibia Critical Metals Inc, the developer of the fully permitted Lofdal Heavy Rare Earths
Project, one of the very few development projects outside China that offer substantial future production of
dysprosium and terbium.
Etango has benefited from extensive exploration and feasibility activity since 2006 and boasts a globally large-scale
uranium mineral resource1. A 20Mtpa development at Etango was the subject of a Definitive Feasibility Study (DFS)
completed in 2012 and a DFS Optimisation Study completed in 2015. Bannerman constructed and operated a Heap
Leach Demonstration Plant at Etango, which comprehensively de-risked the acid heap leach process to be utilised on
the Etango ore.
Namibia is a premier uranium investment jurisdiction, with a 45-year history of uranium production and export,
excellent infrastructure and support for uranium mining from both government and community. As the world’s fourth
largest producer of uranium, Namibia is an ideal development jurisdiction boasting political stability, security, a strong
rule of law and an assertive development agenda.
Etango has environmental approvals for the proposed mine and external mine infrastructure, based on a 12-year
environmental baseline. Bannerman has long established itself as an Environmental, Social and Governance (ESG)
leader in the uranium and nuclear energy sector.
In August 2021, a Pre-Feasibility Study (PFS) was completed on Etango-82. The PFS confirmed that this accelerated,
streamlined project is strongly amenable to development – both technically and economically. A DFS on Etango-8 is
well advanced with expected completion in Q4 CY2022
More information is available on Bannerman’s website at www.bannermanenergy.com.
1 Refer to Section 3 of Bannerman’s ASX release dated 2 August 2021, Etango-8 Project Pre-Feasibility Study. Bannerman confirms that it is not
aware of any new information or data that materially affects the information included in that release. All material assumptions and technical
parameters underpinning the estimates in that ASX release continue to apply and have not materially changed.
2 Refer to Bannerman’s ASX release dated 11 November 2015, Outstanding DFS Optimisation Study Results.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
i
CHAIRMAN’S LETTER TO SHAREHOLDERS
Dear Fellow Shareholder
I write to you at a time when both your Company and the uranium market are strongly positioned in front of a
remarkable transformation in the prospects of nuclear power.
Over the course of this year, the nuclear fuel sector has undergone enormous geopolitical disruption. The tragic
invasion of Ukraine has had an immediate effect on nuclear fuel markets and is likely to profoundly influence the
nuclear fuel sector into the long term.
The Ukraine war has reminded government, policy makers and industry of the vital role of energy security, a
consideration that was relegated in importance for more than a decade. The superior energy security attributes of
nuclear power, both commercial and geopolitical, have come into sharp contrast with the anti-nuclear ideology in
Germany and other parts of Europe that have curtailed the continent’s options in responding to the energy crisis.
The increased emphasis on geopolitical security and power price resilience enhances the superior climate attributes
of nuclear power, as emphasised by various governmental and multi-lateral organisations following COP26 in 2021.
Indeed, numerous multi-lateral net-zero scenarios call for a dramatic increase in nuclear power by 2050.
As a result of both decarbonisation and energy security imperatives, several governments made bold and pragmatic
policy announcements in favour of nuclear power, most notably in France, United Kingdom, United States, Japan and
South Korea. Numerous other markets have announced plans to construct conventional nuclear power stations and
to deploy Small Modular Reactors (SMRs) and advanced reactor technology. Reactor extensions have become the
norm in most markets, with influential closure reversals in the United States, Belgium, South Korea and, potentially,
Germany.
Over the year, financial markets have become increasingly attuned to the consequently attractive dynamics in the
uranium sector, with Sprott Physical Uranium Trust continuing to sequester uranium into the long-term, via acquisition
on the spot market in competition with end-users. Together with other financial investors such as Yellow Cake plc
and ANU Energy, the Sprott Physical Uranium Trust has neutralised the uranium inventory overhang that distorted
the functioning of the uranium market in recent years. As a result of these factors, uranium spot prices have recovered
significantly, trading during the year at decade highs.
Our flagship Etango Uranium Project has evolved to meet this market opportunity. In August 2021, completion of
the Etango-8 Pre-Feasibility Study (Etango-8 PFS) confirmed the strong technical and economic viability of
conventional open pit mining and heap leach processing of our world-class Etango deposit at 8Mtpa throughput, for
3.5 million pounds per annum U3O8 over a 15-year mine life.1 Bannerman immediately commenced the Etango-8
Definitive Feasibility Study (Etango-8 DFS), which is at an advanced stage and will be completed in the December
quarter 2022.
The Etango-8 PFS also confirmed once the mine is operational, there is realistic potential for expanding production,
extending mine life or both, given the scale of Etango’s total mineral resource and that the mineralisation continues
beneath the currently modelled resources. Given the attractive prospects for the uranium sector noted above, this
flexibility and scalability is an invaluable attribute for the Etango-8 development pathway.
Your Company’s balance sheet has never been stronger. In March 2022, we capitalised on then-buoyant equity
market conditions to complete a single tranche placement of approximately 185 million new fully paid ordinary
shares to new and existing institutional and sophisticated investors, to raise approximately $40.7 million. The
placement was strongly supported by several specialist uranium investment funds and a broad array of high-quality
Australian and international institutional investors. A Share Purchase Plan (SPP), also announced in March and
completed in April, was strongly supported by eligible shareholders, raising an additional A$15 million.
In total approximately $56 million was raised before costs, which together with the existing cash on hand, gives us
the cash balance to complete the Etango-8 DFS and equity-fund Front-End Engineering and Design (FEED). We have
the financial credibility to commence product marketing, project financing activities, detailed design and engage
with new opportunities.
With the benefit of this financial strength, in May 2022, Bannerman agreed to acquire a 41.8% shareholding in
Namibia Critical Metals (TSX-V:NMI) (NMI), providing us with a significant stake in NMI’s flagship asset, the 95%-
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
1
CHAIRMAN’S LETTER TO SHAREHOLDERS
owned, advanced and fully permitted Lofdal Heavy Rare Earths Project in Namibia. The Lofdal Project is the subject
of an earn-in agreement with leading global resource strategic partner, Japan Oil, Gas and Metals National
Corporation (JOGMEC). The Lofdal Project is globally significant to potential future Heavy Rare Earth Elements
(HREE) supply, in particular the crucial need for dysprosium and terbium in the production of permanent magnets.
This is a function of both its large scale and simple xenotime mineralogy.
The NMI investment provides underlying asset exposure that is highly complementary to Bannerman’s Etango
Uranium Project in terms of both domicile and the role of heavy rare earths in enabling decarbonisation. The NMI
Acquisition is also consistent with Bannerman’s mission.
We have continued to build the profile and liquidity of Bannerman’s investment case with a broader audience. To
better reflect the advanced stage of the Company’s development of its Etango Uranium Project and make your
Company’s shares more attractive to certain investors, including institutional and retail investors in North America,
Bannerman completed a one for ten share consolidation on 28 July 2022 (Consolidation). In September 2022, the
Company was pleased to announce its shares had commenced trading on the OTCQX® Best Market, having been
upgraded to OTCQX from the OTCQB® Venture Market. Graduating to the OTCQX marks an important milestone for
your Company, enabling Bannerman to build on its liquidity and visibility among North American investors.
Your Company has a long tradition of authentic corporate citizenship and has distinguished itself as a leader in
community engagement, social development and environmental stewardship – which in recent times became
known as ESG. As a shareholder, you can feel re-assured that we have earned our social licence and justifiably enjoy
environmental permitting for the proposed Etango mine. To date 3,300 Namibian schoolchildren have benefitted
from our Early Learner Assistance Program, a decade-long program that seeks to ensure young learners do not drop
out of school, a plight that ensures entrapment in the poverty cycle. We were recently recognised for our
outstanding partnership with the Namibian tourism industry, which was first formalised in 2010. To demonstrate our
commitment to the health and safety of our employees, Bannerman is approaching its 13th consecutive year without
a lost time injury, having delivered full support to our employees and their families during the tremendous
challenges of COVID.
Bannerman’s success in advancing the Etango-8 Uranium Project and several well-executed corporate activities
reflects well on the effectiveness and dedication of the Bannerman team in Namibia and Australia. On behalf of the
Board and our shareholders, I thank and recognise our team and all Bannerman stakeholders, including the
Namibian government, our host community and the One Economy Foundation (which holds a 5% ownership of the
Etango Project) for their tangible support of our mission: social leadership in the supply of raw materials for
emissions free power.
I am delighted to say that your Company enters the new financial year in the strongest position in its 15-year history
at a time when the uranium sector has the most attractive prospects in decades.
Yours sincerely,
Ronnie Beevor
Chairman
1. Bannerman advised of the completion of a Pre-Feasibility Study for an 8Mtpa development of its flagship Etango Uranium Project in Namibia
(Etango-8 Project) in an ASX announcement 2 August 2021. Bannerman is not aware of any new information or data that materially affects the
information included in this ASX release, and Bannerman confirms that, to the best of its knowledge, all material assumptions and technical
parameters underpinning the estimates in this release continue to apply and have not materially changed.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
2
BOARD OF DIRECTORS AND EXECUTIVES
Board of Directors
Ronald (Ronnie) Beevor
B.A. (Hons)
Non-Executive Chairman
Term of Office
Director since 27 July 2009, Chairman since 21 November
2012
Independent: Yes
Skills, experience and expertise
Ronnie has had over 40 years experience in investment
banking and mining. He was Head of Investment Banking
at Rothchild Australia between 1997 and 2002. Since
then he has been Chair or a Non-Executive director of a
range of mining companies, both in Australia and
internationally.
Ronnie is currently also Chair of Felix Gold, which has
substantial
gold exploration properties around
Fairbanks, Alaska on the Tintina Gold Belt. Previously he
was Chair of AIM listed EMED Mining which acquired, re-
developed and operates the original and now 15mtpa
Rio Tinto copper mine in southern Spain. Ronnie’s
extensive career as a company director included serving
on the boards of Riversdale Resources (which proved up
the substantial Grassy Mountain metallurgical coal
deposit in Alberta, Canada and was taken over by
Hancock Prospecting for A$800M in 2019), Talison
Lithium (which acquired the Greenbushes lithium mine
in WA and was taken over by Tianqi Lithium for C$900M
in 2013), Ampella Mining (which was developing a major
gold discovery in Burkina Faso, until taken over by
Centamin plc in 2014) and Oxiana (which developed the
substantial gold and copper operations at Sepon in Laos,
acquired the Golden Grove polymetallic mine in WA and
developed the Prominent Hill mine in SA, and which in
2008 merged with Zinifex to form OZ Minerals).
Ronnie has an Honours Degree in Philosophy, Politics and
Economics from Oxford University (UK) and qualified as a
chartered accountant in London in 1972.
Special Responsibilities
Member of the Audit Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Felix Gold Limited (27 January 2021 to present)
Former ASX listed directorships over the past three
years
MZI Resources Limited (15 April 2016 to 16 April 2019)
Brandon Munro
LLB, B.Econ, GAICD, F Fin, GradDipAppFin SIA
Chief Executive Officer (CEO) and Managing Director
Term of Office:
CEO and Managing Director since 9 March 2016
Independent: No
Skills, experience and expertise
Brandon has 25 years’ experience as a corporate lawyer
and resources executive,
including as Bannerman’s
General Manager between 2009-2011, based in Namibia.
Brandon was appointed CEO of Bannerman in 2016.
Brandon lived in Namibia for over five years between
2009-2015, where he also served as Governance Advisor
to the Namibian Uranium Association, Strategic Advisor
– Mining Charter to the Namibian Chamber of Mines and
Trustee of Save the Rhino Trust Namibia, a high-profile
Namibian NGO.
Brandon is a prominent thought leader within the
uranium sector and is currently a member of the World
Nuclear Association’s Advisor Panel, which provides
strategic advice the the Association’s Director-General
and Board. Brandon served as Co-Chair of the World
Nuclear Association’s Nuclear Fuel Demand working
group for four years and was an expert contributor on
uranium to the UN Economic Commission for Europe.
Brandon’s voluntary service has included board roles in
the conservation, arts and education sectors.
Special Responsibilities
Managing Director
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Novatti Group Limited (12 October 2015 to 5 August
2020)
Scandivanadium Limited (13 November 2018 to 6
November 2020)
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
3
BOARD OF DIRECTORS AND EXECUTIVES
Ian Burvill
BEng (Mech), MBA, MIEAust, CPEng, GAICD
Non-Executive Director
Term of Office
Director since 14 June 2012
Independent Yes
Skills, experience and expertise
Ian has over 35 years of mining industry experience. He
started his career as a mechanical engineer, then worked
as a merchant banker before becoming a senior
executive in private equity. He is a former Partner of
Resource Capital Funds and a past Associate Director of
Rothschild Australia Limited. Ian has sat on the boards of
ten mining companies, two mining services groups, a
mining technology venture capital firm and a leading
mining private equity firm.
Special Responsibilities
Chairman of
Corporate Governance Committee
Member of the Audit Committee
the Remuneration, Nomination and
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Scandivanadium Limited (13 November 2018 to 28 April
2020)
Clive Jones
B.App.Sc(Geol), M.AusIMM
Non-Executive Director
Term of Office
Director since 12 January 2007
Independent No
Skills, experience and expertise
Clive has over 30 years’ experience in mineral exploration
across a diverse range of commodities, including gold,
base metals, mineral sands, uranium and iron ore. He
applied for the Etango prospecting licence in 2005 and
has since been closely involved in the project. Clive has
extensive experience as a director of numerous ASX-
listed mining and exploration companies.
Special Responsibilities
Chairman of the Health, Safety, Environment and
Community Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Cazaly Resources Limited (15 September 2003 to
present)
Former ASX listed directorships over the past three
years
Corazon Mining Limited (10 February 2005 to 29
November 2019)
Mike Leech
FCIS (Accountancy)
Non-Executive Director
Term of Office
Director since 12 April 2017
Independent Yes
Skills, experience and expertise
Mike is a respected statesman of the Namibian mining
industry. He is a former Managing Director of Rössing
Uranium Ltd, past president of the Namibian Chamber of
Mines and past Chairman of the Namibian Uranium
Association. His career with Rio Tinto started in 1982
when he joined Rössing as an accountant and included a
posting as Administration Director of Anglesey
Aluminium before returning to Rössing in 1997 as Chief
Financial Officer. Mike was Managing Director of Rössing,
then the largest open pit uranium mine in the world, for
6 years until he retired in 2011. Since retirement Mike
has consulted to the uranium sector and served as a non-
executive director of ASX-listed Kunene Resources Ltd, a
base metals explorer that discovered the Opuwo Cobalt
Project in Namibia.
Mike’s commitment to corporate social responsibility in
Namibia is well known, including as a former Trustee of
Save the Rhino Trust Namibia and the Rössing
Foundation.
Mike was named an honorary life member of the
Namibian Uranium Association in recognition of his
singular service to the uranium industry.
Special Responsibilities
Chairman of Bannerman’s 95% owned Namibian
subsidiary, Bannerman Mining Resources (Namibia) (Pty)
Ltd
Chairman of the Audit Committee
Member of the Health, Safety, Environment and
Community Committee
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
4
BOARD OF DIRECTORS AND EXECUTIVES
CHIEF FINANCIAL OFFICER AND
COMPANY SECRETARY
Stephen Herlihy
CA, CTA, FCPA, F Fin, FGIA
B. Bus (Actg), GradDipAppFin SIA, MBA
Term of Office
Company Secretary since 24 January 2022
Skills, experience and expertise
Steve is a Chartered Accountant with over 30 years’
professional experience. His extensive background in the
resources sector
includes several roles within BHP
Limited, commencing as global Financial Controller for
BHP Iron Ore before progressing to special project roles.
More recently, he was a partner of a national accounting
and advisory firm that was part of a top-ten global
accounting network.
Steve has deep, hands-on experience in project finance
and M&A activities. His broad transactional experience
ranges from negotiating small joint venture agreements
through to
large-scale
lead commercial roles on
multinational transactions.
EXECUTIVE
Werner Ewald
BSc (Elect), MBA (Stellenbosch)
Managing Director, Bannerman Mining Resources
(Namibia) (Pty) Ltd
Term of Office
Since 24 June 2010
Skills, experience and expertise
Werner joined Bannerman in June 2010 as the Etango
Project Coordinator and is now the Managing Director of
Bannerman Mining Resources Namibia. He has 40 years
professional experience of which he spent 22 years with
Rio Tinto which included 20 years at the Rössing Uranium
Mine in Namibia and 2 years at the Tarong Coal Mine in
Queensland, Australia. He held numerous operational
roles at Rössing including Engineering Manager, Mine
Operations Manager and Business
Improvement
Manager. Prior to Rio Tinto he worked with the De Beers
Group at their underground operations near Kimberly,
South Africa and the Namdeb alluvial operations in
Namibia.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
5
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2022
The directors present their report on the consolidated entity comprising Bannerman Energy Ltd (“Bannerman” or the
“Company”) and its controlled entities (the “Group”) for the year ended 30 June 2022 (“the financial year”).
Bannerman is a company limited by shares that is incorporated and domiciled in Australia.
BOARD OF DIRECTORS
The directors of Bannerman in office during the financial year and up to the date of this report were:
Name
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Position
Independent
Non-Executive Chairman
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Yes
No
Yes
Yes
Yes
Appointed
27 July 2009
9 March 2016
14 June 2012
12 January 2007
12 April 2017
COMPANY SECRETARY
The company secretary of Bannerman in office during the financial year and up to the date of this report was:
Name
Appointed
Stephen Herlihy
24 January 2022
Mr Stephen Herlihy was appointed, following Mr Robert Orr’s resignation on the same day.
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
Particulars on the skills, experience, expertise and responsibilities of each director and the company secretary at the
date of this report, including all directorships of other companies listed on the Australian Securities Exchange, held or
previously held by a director at any time in the past three years, are set out on pages 3 to 4 of this report.
BOARD MEETING ATTENDANCE
Particulars of the number of meetings of the Board of directors of Bannerman and each Board committee of directors
held and attended by each director during the 12 months ended 30 June 2022 are set out in Table 1 below.
Table 1. Directors in Office and attendance at Board and Board Committee Meetings during the financial year
Board meetings
A
11
11
10**
11
11
B
11
11
11
11
11
Board committee meetings
Remuneration,
Nomination & Corp.
Governance
Committee
Health, Safety,
Environment and
Community
Committee
Audit Committee
A
2
2*
2
-
2
B
2
-
2
-
2
A
4
4*
4
4
-
B
4
-
4
4
-
A
1*
2*
1*
2
2
B
-
-
-
2
2
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the relevant committee during the year.
*
Indicates that a Director attended some or all meetings by invitation whilst not being a member of a specific committee.
** Mr Burvill was recused from the board meeting on 20 July 2021, due to his conflict of interest in the sale of the royalty rights to RCF IV and
RCF VI.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
6
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTORS’ INTERESTS IN SECURITIES IN BANNERMAN
As at the date of this report, the relevant interests of each director in the ordinary shares and share options in
Bannerman, as notified to the Australian Securities Exchange in accordance with s205G(1) of the Corporations Act
2001, are as follows:
Fully Paid Ordinary Shares
Beneficial,
private
company or
trust
Own name
Ronnie Beevor
Brandon Munro
689,105
1,444,964
-
-
Ian Burvill
Clive Jones
Mike Leech
-
265,690
1,786,457
-
-
186,690
PRINCIPAL ACTIVITIES
Share Options
Performance Rights
Beneficial,
private
company or
trust
515,140
-
-
-
-
Own name
-
-
-
-
Beneficial,
private
company or
trust
-
1,934,534
Own name
-
-
-
13,970
13,970
-
563,440
-
23,360
Bannerman is an exploration and development company with uranium interests in Namibia, a southern African
country which is a premier uranium mining jurisdiction. Bannerman’s principal asset is its 95%-owned Etango Project
situated southwest of CNNC’s Rössing uranium mine and CGNPC’s Husab Mine and to the northwest of Paladin
Energy’s Langer-Heinrich mine. Etango is one of the world’s largest undeveloped uranium deposits. Bannerman is
focused on the development of a large open pit uranium operation at Etango.
OPERATING AND FINANCIAL REVIEW
CORPORATE
Capital raisings
On 1 April 2022 the Company issued 185,000,000 fully paid ordinary shares (on a pre-Consolidation basis) at an issue
price of $0.22 per share to sophisticated and institutional investors through a placement which raised $40.7 million of
funding for the Etango Project before costs.
On 27 April 2022 the Company issued 68,180,913 fully paid ordinary shares (on a pre-Consolidation basis) at an issue
price of $0.22 per share to shareholders pursuant to a Share Purchase Plan. This issue of shares provided a further
$15 million in working capital for the Company.
At the date of this report, and following the consolidation of share capital subsequent to year end, the Company has
the following securities on issue:
‒
‒
‒
149,616,208 fully paid ordinary shares
3,461,007 performance rights
1,128,580 unlisted options
Annual General Meeting
Bannerman held its Annual General Meeting on 19 November 2021. As previously announced, all resolutions put to
shareholders at the Annual General Meeting were duly carried by poll.
Change of name
Effective 27 July 2021 Bannerman changed its name from Bannerman Resources Limited to Bannerman Energy Ltd.
The new name reflects the Company’s focus over many years on uranium, an energy metal, and the Company’s
continued commitment to the uranium sector and the nuclear power industry.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
7
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Employee Incentive (EIP) and Non-executive Incentive Plans (NEDSIP)
The Company has an EIP and NEDSIP that is designed to align participants' interest with those of shareholders by
enabling employees and Key Management Personnel to access the benefits of an increase in the value of the
Company's shares.
The baseline price pre-consolidation for the 2022 Performance Rights is 18.9 cents per share ($1.887 post-
Consolidation, refer Events Subsequent to Reporting Date, at page 58 below ), being the Volume Weighted Average
Price for the 20 trading days ended 30 June 2022. The rights issued under the EIP are subject to various performance
targets and continuous employment periods.
The Company advised during the period that the following securities were issued or cancelled under the Company’s
Incentive Plan (on a pre-Consolidation basis):
•
•
•
•
12,597,400 unlisted options were exercised, and a corresponding number of shares were issued. No lapse of
options occurred during half year period.
2,174,517 unlisted employee performance rights have, pursuant to the terms of the Employee Incentive Plan
(EIP), been forfeited and cancelled following non-satisfaction of the relevant performance criteria.
17,086,013 fully paid ordinary shares were issued upon vesting of unlisted employee performance rights in
accordance with the terms of the EIP and Non-Executive Director Share Incentive Plan (NEDSIP).
4,673,500 unlisted performance rights and 1,387,800 unlisted options were granted in accordance with the
EIP and NEDSIP as approved by shareholders on 19 November 2021.
Royalty Agreement Extinguishment
On 19 August 2021 the Company’s private royalty agreement with Resource Capital Fund IV L.P. and Resource Capital
Fund VI L.P. (collectively the “RCF Funds”) was terminated. The consideration payable to RCF Funds was the aggregate
of A$2 million cash and the issue of 15,680,000 fully paid ordinary shares, on a pre-Consolidation basis, (with a fair-
value of $2,116,800, calculated using the share price on 21/07/2021).
RCF Funds held an aggregate 1.5% private revenue royalty over the Company’s 95%-owned Etango Uranium Project.
The Company issued the royalty to RCF in 2015 as part consideration for the release from a convertible note
arrangement.
Incorporation of new subsidiaries
During the financial year the Company incorporated two new subsidiaries to hold its investment in Namibia Critical
Metals Inc of Canada (TSX-V:NMI) (refer note 22 Events Subsequent to Reporting Date at page 58 below), being:
1.
2.
Bannerman Investments Pty Ltd, a wholly owned Australian subsidiary incorporated on 3 June 2022 and;
Bannerman Energy Canada Ltd, a Canadian wholly owned subsidiary incorporated on 6 June 2022.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
8
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
ETANGO URANIUM PROJECT (BANNERMAN 95%)
Figure 1 – The Etango Project showing MDRL 3345 and EPL 3345
Overview
The Etango Project is one of the world’s largest undeveloped uranium deposits, located in the Erongo uranium mining
region of Namibia which hosts the Rössing, Husab and Langer-Heinrich mines. Etango is 73km by road from Walvis
Bay, one of southern Africa’s busiest deep-water ports through which uranium has been exported for over 40 years.
Road, rail, electricity and water networks are all located nearby.
Regulatory Approvals
On 4 August 2022 the Company announced that it had applied for its Mining Licence (ML). The Company has now
commenced the engagement process with the Ministry of Mines and Energy (“MME”) for the grant of the ML.
The Company’s Exclusive Prospecting Licence 3345 (EPL 3345) was renewed for a further 2 year term, until 26 April
2023. EPL 3345 is situated immediately north of Bannerman’s Mineral Deposit Retention Licence 3345 (which covers
the same area for which the Mining Licence ML 250 has now been applied for), on which the Etango Uranium Project
and all proposed mine infrastructure is located.
Etango-8 Project
Bannerman completed a Definitive Feasibility Study and Environmental and Social Impact Assessment (“ESIA”) on the
Etango project in 2012 (“DFS 2012”). Bannerman further completed a DFS Optimisation Study on the Etango project
in 2015 (“OS 2015”). The respective studies, as announced to the market on 10 April 2012 and 11 November 2015,
were based on a 20Mtpa development of the Etango ore body.
Bannerman continued an evaluation of various project scaling and scope opportunities under a range of potential
development parameters and market conditions. Indicative outcomes of this work highlighted strong potential for a
scaled-down initial development of the Etango Project. As a result, Bannerman commenced work on a Scoping Study
into such a development. The Etango-8 Scoping Study was completed on 5 August 2020 and provided an early-stage
confirmation of the technical and commercial viability for development of the Etango Project at an 8Mtpa throughput
rate. Importantly, much of this Scoping Study evaluation was heavily informed by the detailed study work undertaken
across all relevant disciplines as part of the DFS 2012 and OS 2015. The Etango-8 Scoping Study development also
maintained the real option of modular expansion, up to potentially the 20Mtpa scale envisaged by the DFS 2012 and
OS 2015. Following the completion of the Scoping Study, Bannerman immediately commenced the Etango-8 Pre-
feasibility Study.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
9
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
On 2 August 2021 the Company announced the completion of the Etango-8 Pre-Feasibility Study (“PFS”).
Key Outcomes of the Etango-8 Project PFS include:
•
•
•
Confirms strong technical and economic viability of conventional open pit mining and heap leach processing of
the Etango deposit at 8Mtpa throughput.
Informed by vast body of previous technical work with extensive resource drilling, geotechnical, metallurgical
and environmental work already complete.
Project rigour further bolstered through PFS with inclusion of dual pit ramps in northern and central pits,
detailed plant design and higher accuracy estimation.
• Maiden Etango-8 Ore Reserve declaration.
•
Further upside potential from future life extension and/or scale-up expansion.
Bannerman is not aware of any new information or data that materially affects the information included in the ASX release dated
2 August 2021 “Etango-8 Pre Feasibility Study”, and Bannerman confirms that, to the best of its knowledge, all material
assumptions and technical parameters underpinning the estimates in this release continue to apply and have not materially
changed.
Bannerman is currently undertaking the Etango-8 Definitive Feasibility Study, with targeted completion scheduled for
late 2022.
Technical Disclosures
Certain disclosures in this report, including management's assessment of Bannerman’s plans and projects, constitute
forward looking statements that are subject to numerous risks, uncertainties and other factors relating to
Bannerman’s operation as a mineral development company that may cause future results to differ materially from
those expressed or implied in such forward-looking statements. Full descriptions of these risks can be found in
Bannerman’s various statutory reports and announcements. Readers are cautioned not to place undue reliance on
forward-looking statements. Bannerman expressly disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
The information in this report as it relates to Exploration Results is based on, and fairly represents, information and
supporting documentation prepared by Mr Marthinus Prinsloo. Mr Prinsloo is a full time employee of the Company
and is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Prinsloo has sufficient
experience which is relevant to the style of mineralisation and the type of deposit under consideration, and to the
activities, which he is undertaking. This qualifies Mr Prinsloo as a “Competent Person” as defined in the 2012 Edition
of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and a “Qualified
Person” as defined by Canadian National Instrument 43-101. Mr Prinsloo consents to the inclusion in this
announcement in the form and context in which it appears. Mr Prinsloo holds shares and performance rights in
Bannerman Energy Ltd.
COVID OPERATIONS RESPONSE
The Company has not experienced any significant disruption to its business or operations as a result of measures taken
to date in either Namibia or Australia in response to the COVID-19 pandemic. The Company continues to implement
various measures to protect employees, their families and the broader community from transmission of the COVID-
19 virus.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
10
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
CONSOLIDATED RESULTS
The consolidated net loss after tax for the 12 months ending 30 June 2022 was $3,481,367 (2021: $2,277,328), which
was attributable primarily to corporate and administrative expenses, and non-cash share-based compensation
expenses.
Administration and corporation expense for the reporting period was $1,100,089 (2021: $722,789), and staff expenses
amounted to $2,436,585 (2021: $1,564,729).
Income for the reporting period included interest income of $98,957 (2021: $30,563).
Capitalised exploration and evaluation expenditure was $60,348,054 as at 30 June 2022 (2021: $54,359,382) reflecting
the capitalisation of costs relating to the Etango Project heap leach demonstration plant construction and operation,
feasibility studies, resource definition drilling and assaying, and other exploration and evaluation costs and foreign
currency translation movements. Total expenditure for the year amounted to $3,755,905 (2021: $1,509,089). In
addition to cost expenditures a consideration paid for an extinguishment of royalty agreement $4,116,800, and a
provision for litigation settlement of $500,000 were also capitalised. A foreign exchange translation loss of $2,384,033
(2021: $4,944,277), resulting in a decrease in carrying value, was also recorded for the year. This adjustment reflects
the weakening of the Namibian $ against the Australian $ over the year. Please refer to Note 11 in the “Notes to the
Financial Statements”, for further information on exploration and evaluation expenditures.
Cash Position
Cash and cash equivalents were $51,929,548 as at 30 June 2022 (2021: $12,455,321).
Cash outflow from operating activities during the year amounted to $2,193,195 (2021: $1,442,512).
Cash outflow from investing activities during the year amounted to $12,477,100 (2021: $1,478,681), related primarily
to drilling activities, expenditure on the Etango-8 Scoping Study, and the transfer of a cash component into a trust
fund held by the company in preparation for completion of the transaction of the Namibia Critical Metals Inc.
investment of $7,249,679.
Cash inflow from financing activities during the year amounted to $56,216,209 before costs (2021: $11,205,328), and
predominantly related to the April 2022 capital raising and the share purchase plan.
Issued Capital
Issued capital at the end of the financial year amounted to $208,798,013 (2021: $152,433,836). The increase of
$56,364,177 (2021: $11,236,000) predominately relates to the April 2022 capital raisings, and option exercises in
October/November 2021.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than items already noted elsewhere in this report, there were no additional significant changes in the state of
affairs of the Group during the financial year.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Likely developments in the operations of the Group are set out in the section titled “Etango Uranium Project” on page
8-9 of this report.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
11
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On the 18 July 2022 the Company held a General Meeting of Shareholders to approve a consolidation of equity
securities, during which all resolutions were carried.
Pursuant to the general meeting, on 21 July 2022 the Company performed the consolidation of its equity securities.
The securities were consolidated on the basis that every 10 securities were consolidated into 1 security, with fractions
being rounded up to the next whole number. The table below specifies the compilation of the Company’s equity
securities pre-consolidation and post-consolidation.
Securities:
Fully paid ordinary shares
Performance rights
Options
Pre-consolidation
1,487,682,104
34,610,067
Post-consolidation
148,769,871
3,461,009
2,338,800 exercisable at $0.059/share and
expiring on 15 November 2022
233,880 exercisable at $0.59/share and
expiring on 15 November 2022
7,559,200 exercisable at $0.05 and expiring
on 15 Nov 2023
755,920 exercisable at $0.50/share and
expiring on 15 November 2023
1,387,800 exercisable at $0.45/share and
expiring on 14 November 2024
138,780 exercisable at $4.50/share and
expiring on 14 November 2024
On 4 August the Company announced that it had lodged an application with the Ministry of Mines and Energy (“MME”)
in Namibia for a Mining Licence (“ML”) for the proposed Etango-8 uranium mine and had commenced the engagement
process with the MME.
On 15 August 2022, the Company issued 846,337 fully paid ordinary shares at an issue price of $2.00 per share as
consideration to acquire 41.8% of the issued capital of Namibia Critical Metals Inc. from major shareholders. As part
of the consideration, and in addition to the issue of shares, the Company made a cash payment of $7,236,179 in June
2022 (refer Balance Sheet note 8. Other Current Assets at page 43 below) into a trust fund held by the company in
preparation for completion of the transaction.
Other than the matter above, no other matters or circumstances have arisen since the end of the financial period
which significantly affected or may significantly affect the operations of the Consolidated Entity, the results of those
operations, or the state of affairs of the Consolidated Entity in future financial years.
SHARE OPTIONS / PERFORMANCE RIGHTS
Share Options / Performance Rights on Issue
Details of share options and performance rights (post-consolidation) in Bannerman as at the date of this report are
set out below:
Security Type
Number
Exercise price
Expiry date
Share Options
Share Options
Share Options
233,880
755,920
138,780
$0.59
$0.50
$4.50
Security Type
Number
Exercise price
Performance Rights
Performance Rights
Performance Rights
Performance Rights
1,460,744
38,450
1,621,234
340,581
n/a
n/a
n/a
n/a
15 November 2022
15 November 2023
15 November 2024
Vesting date
15 November 2022
17 March 2023
15 November 2023
15 November 2024
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
12
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Share Options and Performance Rights issued
During the financial year 1,387,800 share options (2021: 9,559,200) and 6,307,996 performance rights (2021:
22,966,200) were issued (pre-Consolidation basis).
No share option or performance rights holder has any right under the share options or rights to participate in any
other share issue of the Company or any other entity.
Share options exercised
During or since the end of the financial year 12,597,400 share options (2021: NIL) were exercised (pre-Consolidation
basis).
Performance Rights vested
During or since the end of the financial year, 17,086,013 performance rights have (2021: 16,070,366) vested (pre-
Consolidation basis).
Share Options and Performance Rights forfeited or cancelled
During or since the end of the financial year, no share options (2021: nil) and 2,174,517 performance rights (2021:
808,363) were forfeited or cancelled (pre-Consolidation basis).
Share Options expired or lapsed
During or since the end of the financial year, no share options (2021: 13,731,200) have expired or lapsed (pre-
Consolidation basis).
ENVIRONMENTAL DISCLOSURE
The Group is subject to various laws governing the protection of the environment in matters such as air and water
quality, waste emission and disposal, environmental impact assessments, mine rehabilitation and access to, and the
use of, ground water. In particular, some activities are required to be licensed under environmental protection
legislation of the jurisdiction in which they are located, and such licenses include requirements specific to the subject
site.
Bannerman has Environmental Clearance Certificates (ECC) for the Etango Uranium Project and linear infrastructure,
which remain current. The ECCs were based on an extensive Environmental and Social Impact Assessment and
Environmental and Social Management Plan.
So far as the directors are aware, there have been no material breaches of the Company’s licence conditions, and all
exploration activities have been undertaken in compliance with the relevant environmental regulations.
INDEMNITIES AND INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, the Company paid a premium to insure the directors and officers of the Group against
liabilities incurred in the performance of their duties. Under the terms and conditions of the insurance contract, the
nature of liabilities insured against and the premium paid cannot be disclosed.
The officers of the Group covered by the insurance policy include any person acting in the course of duties for the
Group who is, or was, a director, executive officer, company secretary or a senior manager within the Group.
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
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
13
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
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 Group. It is not possible
to apportion the premium between amounts relating to the insurance against legal costs and those relating to other
liabilities.
INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified
amount). No payment has been made to indemnify Ernst & Young during or since the financial year.
PROCEEDINGS ON BEHALF OF THE GROUP
At the date of this report, there are no applications or proceedings brought on behalf of the Group under s237 of the
Corporations Act 2001.
DIVIDENDS
No dividend has been declared or paid during the year (2021: nil).
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where
rounding is applicable and where noted ($’000)) under the option available to the Company under ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the Class Order
applies.
NON-AUDIT SERVICES
In accordance with the Company’s External Auditor Policy, the Company may decide to engage the external audit firm
on assignments additional to its statutory audit duties where the auditor’s expertise and experience with the Group
are important.
Details of the amounts paid or payable to the auditor, Ernst & Young, for audit and non-audit services provided during
the financial year are set out in Note 4 of the financial report.
The Board of directors, in accordance with advice received from the Audit Committee, is satisfied that the provision
of the non-audit services detailed in Note 4 of the financial report is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The directors are also satisfied that the provision
of these non-audit services did not compromise the auditor independence requirements of the Corporations Act 2001
because:
•
they have no reason to question the veracity of the auditor’s independence declaration referred to in the
section immediately following this section of the report; and
the nature of the non-audit services provided is consistent with those requirements.
•
AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young continues as external auditor in accordance with s327 of the Corporations Act 2001. The auditor’s
independence declaration as required under s307C of the Corporations Act 2001 is set out below and forms part of
this report.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
14
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of
Bannerman Energy Limited
As lead auditor for the audit of the financial report of Bannerman Energy Limited for the financial year
ended 30 June 2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Bannerman Energy Limited and the entities it controlled during the
financial year.
Ernst & Young
Gavin A Buckingham
Partner
23 September 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
REMUNERATION
FOR THE YEAR ENDED
30
REPORT
2022
JUNE
REMUNERATION REPORT (AUDITED)
INTRODUCTION AND REMUNERATION STRATEGY
The Board of Bannerman is committed to providing a remuneration framework that is designed to attract, motivate
and maintain appropriately qualified and experienced individuals whilst balancing the expectations of shareholders.
The Company’s remuneration policies are structured to ensure a link between Company performance and appropriate
rewards, and remuneration for executives involves a combination of both fixed and variable (“at risk”) remuneration,
including long term incentives to drive the Company’s desired results.
In developing the Company’s remuneration policy, the Board remains focussed on competitive remuneration packages
and long-term equity plans, which reward executives for delivering satisfactory performance to shareholders. In this
regard, Bannerman has developed equity rewards based on performance hurdles that deliver returns for
shareholders.
SUMMARY
The remuneration report summarises the remuneration arrangements for the reporting period 1 July 2021 to 30 June
2022 for the directors and executives of Bannerman and the Group in office during the financial year.
The information provided in this remuneration report has been audited as required by s308(3C) of the Corporations
Act 2001.
KEY MANAGEMENT PERSONNEL
For the purpose of this report, key management personnel of the Group (as defined in AASB 124 Related Party
Disclosures) are those persons identified in this section who have authority and responsibility for planning, directing
and controlling the activities of the Group, whether directly or indirectly, including any director (whether executive or
otherwise) of the parent entity.
The directors and executives considered to be key management personnel of the Group up to the date of this report
are the directors and executives set out in Table 1 below.
Table 1 - Key management personnel
Name
Position
Non-Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
Executive Director
Brandon Munro
Other Executive Personnel
Werner Ewald
Stephen Herlihy
Robert Orr
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer and Managing Director
Period
Full
Full
Full
Full
Full
Managing Director – Namibia
Chief Financial Officer and Company Secretary
Chief Financial Officer and Company Secretary
Full
24 January 2022 - present
1 July 2021 – 24 January 2022
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
Board Remuneration, Nomination and Corporate Governance Committee
The Remuneration Committee assists the Board to fulfil its responsibilities to shareholders by ensuring the Group has
remuneration policies that fairly and competitively reward executives and the broader Bannerman workforce. The
Remuneration Committee’s decisions on reward structures are based on the current competitive environment,
remuneration packages for executives and employees in the resources industry and the size and complexity of the
Group.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
16
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
The Remuneration Committee’s responsibilities include reviewing the Company’s remuneration framework and
evaluating the performance of the CEO and monitoring the performance of the executive team.
Independent remuneration information is used by the Remuneration Committee from time to time to ensure the
Company’s remuneration system and reward practices are consistent with market practices.
Directors’ remuneration policy and structure
Bannerman’s non-executive director remuneration policy aims to reward non-executive directors fairly and
responsibly having regard to the:
•
•
•
level of fees paid to directors relative to other comparatively sized exploration and mining companies;
size and complexity of Bannerman’s operations; and
responsibilities and work requirements of individual Board members.
Fees paid to the non-executive directors of Bannerman are usually reviewed annually by the Remuneration Committee
and based on periodic advice from external remuneration consultants.
Directors’ remuneration limits
Non-executive directors’ fees are determined within an aggregated directors’ annual fee limit of $750,000, which was
last approved by shareholders on 17 September 2008.
Directors’ remuneration framework
Non-executive directors’ remuneration consists of base fees (inclusive of superannuation); annual grants of share
rights or share options; and audit committee chairman fees, details of which are set out in Table 2 below. Non-
executive directors may also receive an initial grant of share rights or share options at the time of joining the Board.
Board fees are not paid to the executive director as the time spent on Board work and the responsibilities of Board
membership are considered in determining the remuneration package provided as part of his normal employment
conditions.
Table 2 – Annual Board and committee fees payable to non-executive directors
Position
Chairman of the Board
Non-Executive Director
Additional fees for:
Chairman of the Audit Committee
Year ended
30 June 2022
Year ending
30 June 2021
Cash
$
120,000
70,000
Share Options /
Share Rights
$
Cash
$
Share Options /
Share Rights
$
70,000
25,000
100,000
50,000
50,000
25,000
12,500
-
10,000
-
Note:
•
•
Share options and rights issued to non-executive directors vest after a 12-month period.
No fees are payable for being a member of a committee or for being the Chairman of a committee other than the Chairman
of the Audit Committee.
No additional retirement benefits are paid. The figures in Table 2 include the statutory superannuation contributions
of 10% (10.5% in 2023) required under Australian superannuation guarantee legislation.
The Non-Executive Director Share Incentive Plan (“NEDSIP”), as approved by shareholders on 19 November 2021,
allows for the provision of either share rights or share options to non-executive directors. Under the NEDSIP, the
Company’s non-executive directors will receive a percentage of their director's fees in the form of either share rights
or share options. The directors consider that the issue of share rights or share options to non-executive directors as
part of their remuneration package is reasonable and appropriate given:
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
17
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(a)
(b)
it is a cost effective and efficient reward for service. The issue of share rights or share options in lieu of cash
payments preserves the Company’s cash resources and reduces on-going costs which is a significant aspect
while the Company remains in a development phase; and
in part, it aligns remuneration with the future growth and prospects of the Company and the interests of
shareholders by encouraging non-executive director share ownership.
Refer to Table 7 in Section 4 for details of the number and value of share options and share rights issued to non-
executive directors during the year.
As part of the Company’s Securities Trading Policy, the Company prohibits directors from entering into arrangements
to protect the value of unvested incentive awards. This includes entering into contracts to hedge exposure to share
options, share rights or shares granted as part of their remuneration packages.
The Board assesses the appropriateness, nature and amount of remuneration paid to non-executive directors on a
periodic basis, including the granting of equity-based payments, and considers it appropriate to grant share options
or share rights to non-executive directors with the overall objective of retaining a high-quality Board whilst preserving
cash reserves.
Executive remuneration policy and structure
Bannerman’s executive remuneration policy is designed to reward the CEO and other senior executives. The main
principles underlying Bannerman’s executive remuneration policy are to:
•
•
•
•
•
•
provide competitive rewards to attract, retain and motivate executives;
set levels of performance which are clearly linked to an executive’s remuneration;
structure remuneration at a level which reflects the executive’s duties and accountabilities;
set a competitive level of remuneration that is sufficient and reasonable;
align executive incentive rewards with the creation of value for shareholders; and
comply with applicable legal requirements and appropriate standards of governance.
Executive remuneration structure
Bannerman’s remuneration structure for the CEO and senior executives for the year ended 30 June 2022 was divided
into two principal components:
•
•
base pay and benefits, including superannuation; and
variable annual reward, or “at risk” component, by way of the issue of long-term share-based incentives.
Performance reviews for all senior executives are conducted on an annual basis. The performance of each senior
executive is measured against pre-determined key performance indicators. The most recent performance reviews
were completed in July 2022.
Base pay
The base pay component of executive remuneration comprises base salary, statutory superannuation contributions
and other allowances where applicable. It is determined by the scope of each executive’s role, working location, level
of knowledge, skill and experience along with the executive’s individual performance. There is no guarantee of base
pay increases included in any executive’s contract.
Bannerman benchmarks this component of executive remuneration against appropriate market comparisons using
information from similar companies and, where applicable, advice from external consultants.
Long-term incentive component (LTI)
The LTI awards are aimed specifically at creating long term shareholder value and the retention of employees. The
Company has implemented an Employee Incentive Plan (“EIP”) which enables the provision of share options or
performance rights to executives, employees and select consultants.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
18
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
During the 2022 financial year, performance rights which will vest subject to pre-defined performance hurdles were
allocated to all executives. The grant of performance rights aims to reward executives in a manner that aligns
remuneration with the creation of shareholder wealth. Refer to Table 7 in Section 4 for the number and value of
performance rights issued to executives during the year.
Performance measures to determine vesting
The vesting of a percentage of the performance rights (Market Performance Tranche) is subject to the Company’s
relative Absolute Shareholder Return (“ASR”) as measured by share price performance over the two-year period from
30 June of the issue year of the performance rights, compared with the price used to determine the number of
Performance Rights. The vesting of the remaining portion (Operational Tranche) is subject to the attainment of defined
individual and group performance criteria (Operational Test), chosen to align the interests of employees with
shareholders, representing key drivers for delivering long term value. Group and individual performance measures
are weighted and specify performance required to meet or exceed expectations. The performance measures for the
2022 performance rights related to:
Safety - total recordable incidents and significant environmental incidents.
•
• Operational – execution of company development and operational plans.
•
• Regulatory - obtaining timely renewal of licences.
•
Corporate - execution of transactions mandated by the Board.
Capital - maintaining adequate working capital and achieving operating budgets.
Market Performance KPI
The Performance Rights (Market Performance Tranche) are subject to an Absolute Shareholder Return (ASR) hurdle.
The ASR is based on the Company’s absolute total Shareholder return compared with the price used to determine
the number of Performance Rights (being the 20 Day VWAP as at 30 June of the issue year) and is tested at the end
of two years from 30 June of the issue year to determine the proportion of the Market Performance Tranche that
vest. The vesting schedule is as follows:
Table 3 – ASR Vesting Schedule
ASR performance outcome
Negative performance
Between 0 and 20% compounding per annum
At or above the 20%
Percentage of award that will vest
0%
Scale applicable between 0 and 100%
100%
Vested Performance Rights are subject to ongoing employment obligations. Performance rights that do not vest will
be cancelled.
Termination and change of control provisions
Where an executive ceases employment prior to the vesting of an award, the incentives are forfeited unless the Board
applies its discretion to allow vesting at or post cessation of employment in appropriate circumstances. In the event
of a change of control of the Group, the performance period end date will generally be brought forward to the date
of the change of control and the share options and rights will vest in full, subject to ultimate Board discretion.
No hedging of LTIs
As part of the Company’s Securities Trading Policy, the Company prohibits executives from entering into arrangements
to protect the value of unvested LTI awards. This includes entering into contracts to hedge exposure to share options,
performance rights or shares granted as part of their remuneration package.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
19
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
2. DETAILS OF REMUNERATION
Non-Executive Directors’ Remuneration
Details of the nature and amount of remuneration of Bannerman’s non-executive directors for the year ended 30 June
2022 are as follows:
Table 4 – Non-executive director remuneration
Short-term
Post
Employment
Sub-total
Other
$
Superannuation
$
$
Share
Based
Payments
Options /
Rights
$
Total
Performance
Related
$
%
Non-Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech (i)
Total
Year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Base
Fees
$
120,000
100,000
63,636
45,662
63,636
45,662
115,108
91,372
362,380
282,696
-
-
-
-
-
-
-
-
-
-
-
6,364
4,338
6,364
4,338
-
12,728
8,676
120,000
100,000
70,000
50,000
70,000
50,000
115,108
91,372
375,108
291,372
85,256
59,006
40,073
30,875
40,073
30,875
64,241
42,199
229,643
162,955
205,256
159,006
110,073
80,875
110,073
80,875
179,349
133,571
604,751
454,327
-
-
-
-
-
-
-
-
-
(i) Mr Mike Leech receives remuneration for his role as a Non-Executive Director of Bannerman and for his role as Chairman of
Bannerman’s 95% owned Namibian subsidiary, Bannerman Mining Resources (Namibia) (Pty) Ltd and therefore his
remuneration is split between Australian (A$82,500) and Namibian dollars (N$360,000), which are received for his role as
Chairman of Bannerman’s Namibian subsidiary.
Executive Remuneration
Details on the nature and amount of remuneration of Bannerman’s executives for the year ended 30 June 2022 are as
follows.
Total
Performance
Related
Table 5 – Executive remuneration
Short–term
Post
Employment
Sub-total
Year
Salary &
Fees
$
Accrued
Annual
Leave (ii)
$
Other
$
Superannuation
$
$
Share
Based
Payments
Options /
Performance
Rights
$
$
Executive Director
Brandon Munro
2022
2021
Other Executive Personnel
2022
Werner Ewald (i)
2021
2022
2021
2022
2021
2022
2021
Stephen Herlihy
Rob Orr
Total
372,500
308,305
7,275
13,610
-
-
27,500
21,694
407,275
343,609
333,150
274,156
740,425
617,765
253,596
249,211
120,447
-
101,602
115,632
848,145
673,148
8,935
13,228
5,971
-
-
-
22,181
26,838
10,249
9,070
-
-
-
-
10,249
9,070
23,548
22,656
12,045
-
-
-
63,093
44,350
296,328
294,165
138,463
-
101,602
115,632
943,668
753,406
160,955
141,352
25,641
-
132,348
23,406
652,094
438,914
457,283
435,517
164,104
-
233,950
139,038
1,595,762
1,192,320
%
45
44
35
32
16
-
57
17
(i) Mr Ewald’s contract is denominated in Namibian dollars.
(ii) Annual leave has been separately categorised and is measured on an accrual basis and reflects the movement in the accrual
over the twelve-month period. Any reduction in accrued leave reflects more leave taken or cashed out than that which
accrued in the period.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
20
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
3. SERVICE AGREEMENTS
On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the
form of a letter of appointment. The letter summarises the Board policies and terms, including compensation.
Remuneration and other terms of employment for the CEO and the other executives are also formalised in service
agreements. Major provisions of the agreements relating to remuneration are summarised below.
Remuneration of the Chief Executive Officer
Mr Munro was appointed on 9 March 2016 as CEO and Managing Director. Under the employment contract with Mr
Munro, he is entitled to receive an annual salary, superannuation, and LTI awards (grant of share options or
performance rights, which are subject to performance hurdles). Details of Mr Munro’s contract and remuneration are
follows:
Annual Salary
Mr Munro’s annual salary is $400,000 per annum inclusive of 10% superannuation.
Long term incentives
During the year, Mr Munro was granted 2,011,200 performance rights subject to shareholder approval, which was
obtained in November 2021. The performance rights were offered and the terms and conditions were agreed to and
accepted by Mr Munro. The rights are subject to performance hurdles and lapse if Mr Munro leaves the employment
of the Group and immediately vest in the event of a change of control. Refer to Table 7 in section 4.
Termination Benefits
Mr Munro is entitled to 6 months’ annual salary if his employment is terminated other than for cause, plus statutory
entitlements for annual leave. The contract also provides that Mr Munro’s employment may be terminated with three
months’ notice by either party.
Contracts for executives – employed in the Group as at 30 June 2022
A summary of the key contractual provisions for each of the current key management personnel is set out in Table 6
below.
Table 6 - Contractual provisions for executives engaged as at 30 June 2022
Name and job title
Employing
company
Contract
duration
Brandon Munro – CEO &
Managing Director
Bannerman
Energy Ltd
No fixed
term
Notice
period
company
Notice period
employee
3 months
3 months
Stephen Herlihy – CFO &
Company Secretary
Bannerman
Energy Ltd
No fixed
term
3 months
3 months
Werner Ewald – Managing
Director Namibia
Bannerman
Mining
Resources
(Namibia)
(Pty) Ltd
No fixed
term
3 months
3 months
Termination provision
6 months base salary and
accrued leave entitlements if
terminated by the Company.
6 months base salary if
terminated by the Company.
6 months base salary and
accrued leave entitlements if
terminated by the Company.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
21
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
4. SHARE-BASED COMPENSATION
Key management personnel are eligible to participate in the company’s NEDSIP or EIP.
Long Term Incentives
The details of NEDSIP and EIP share options and performance rights over Bannerman shares on issue during the reporting period are set out in Table 7 below. The performance hurdles for
the performance rights issued to executives relate to the Company’s relative market and defined individual and group performance targets.
Share options and performance rights do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met until their expiry date.
Table 7 – Key terms over share options and share rights issued, vested and lapsed to key management personnel (pre-consolidation).
Name
Year
Grant date (i)
Type of Award
No. Granted
Exercise
price
Accounting fair value per
right / share option at
grant date
Performance
Hurdles
Vesting date
Expiry date
No. vested
No exercised, lapsed
or cancelled
Non-Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
2022
2021
2019
2022
2021
2019
2022
2021
2019
2022
2021
2020
2019
14-Dec-21
Share options
20-Nov-20
Share options
887,800
4,263,600
$0.45
$0.05
20-Dec-18
Share Options
2,365,300
$0.072
19-Nov-21
Performance rights
20-Nov-20
Performance Rights
139,700
833,300
N/A
N/A
20-Dec-18
Share Options
1,182,600
$0.072
19-Nov-21
Performance rights
20-Nov-20
Performance Rights
139,700
833,300
N/A
N/A
20-Dec-18
Share Options
1,182,600
$0.072
19-Nov-21
Performance rights
233,600
N/A
20-Nov-20
Share options
3,295,600
$0.05
16-Dec-19
Share Options
2,338,800
$0.059
20-Dec-18
Share Options
1,866,900
$0.072
$0.1186
$0.0142
$0.0241
$0.32
$0.039
$0.0241
$0.32
$0.039
$0.0241
$0.32
$0.0142
$0.0185
$0.0241
Continuous service
15-Nov-22
15-Nov-24
-
Continuous service
15-Nov-21
15-Nov-23
4,263,600
-
-
Continuous service
15-Nov-19
15-Nov-21
2,365,300
(2,365,300)
Continuous service
15-Nov-22
15-Nov-22
-
-
Continuous service
15-Nov-21
15-Nov-21
833,300
(833,300)
Continuous service
15-Nov-19
15-Nov-21
1,182,600
(1,182,600)
Continuous service
15-Nov-22
15-Nov-22
-
-
Continuous service
15-Nov-21
15-Nov-21
833,300
(833,300)
Continuous service
15-Nov-19
15-Nov-21
1,182,600
(1,182,600)
Continuous service
15-Nov-22
15-Nov-22
Continuous service
15-Nov-21
15-Nov-23
Continuous service
15-Nov 20
15-Nov 22
-
3,295,600
2,338,800
-
-
-
Continuous service
15-Nov-19
15-Nov-21
1,866,900
(1,866,900)
Share options and share rights granted to non-executive directors are not subject to performance hurdles but are subject to continuous service. They have been issued as a cost effective and efficient reward
for service and in part aligns remuneration with the future growth of the Company.
Table 7 (continued) – Key terms over share options and performance rights issued, vested and lapsed to key management
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
22
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Name
Year
Grant date (i)
Type of Award
No.
Granted
Exercise
price
Accounting fair value
per right / share
option at grant date
Performance Hurdles
Vesting date
Expiry date
No. vested
Executive Director
Brandon Munro
Executive
Werner Ewald
Stephen Herlihy
Robert Orr (iii)
2022
2022
2021
2021
2020
2020
2019
2019
2022
2022
2021
2021
2020
2020
2019
2019
2022
2022
2022
2022
2022
2022
2021
2021
2020
2020
19-Nov-21
19-Nov-21
20-Nov-20
20-Nov-20
22 Nov-19
22 Nov-19
21-Nov-18
21-Nov-18
14-Dec-21
14-Dec-21
20-Nov-20
20-Nov-20
16-Dec-19
15-Dec-19
18-Dec-18
18-Dec-18
07-Apr-22
07-Apr-22
07-Apr-22
07-Apr-22
14-Dec-21
14-Dec-21
20-Nov-20
20-Nov-20
16-Dec-19
16-Dec-19
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
Performance Rights
1,005,600
1,005,600
5,125,000
5,125,000
3,519,984
3,666,650
3,333,350
3,333,350
626,220
268,380
3,161,130
1,354,770
2,581,825
1,152,600
1,501,861
1,746,350
150,000
350,000
225,000
525,000
142,450
61,050
1,471,680
630,720
467,320
231,270
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$0.320
$0.263
$0.039
$0.026
$0.041
$0.011
$0.044
$0.038
$0.320
$0.263
$0.039
$0.026
$0.037
$0.010
$0.038
$0.032
$0.220
$0.148
$0.220
$0.148
$0.320
$0.263
$0.039
$0.026
$0.037
$0.010
Operational Targets
Market ASR
Operational Targets
Market ASR
Operational Targets
Market ASR
Operational Targets
Relative TSR
Operational targets
Market ASR
Operational targets
Market ASR
Operational targets
Market ASR
Operational targets
Relative TSR
Operational targets
Market ASR
Operational targets
Market ASR
Operational targets
Market ASR
Operational targets
Market ASR
Operational targets
Market ASR
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
15-Nov-21
15-Nov-21
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
15-Nov-21
15-Nov-21
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
1-Feb-22
1-Feb-22
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
15-Nov-21
15-Nov-21
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
15-Nov-21
15-Nov-21
15-Nov-24
15-Nov-24
15-Nov-23
15-Nov-23
1-Feb-22
1-Feb-22
15-Nov-23
15-Nov-23
15-Nov-22
15-Nov-22
-
-
-
-
-
-
3,333,350
3,333,350
-
-
-
-
-
-
1,501,861
1,746,350
-
-
-
-
142,450
61,050
1,471,680
630,720
467,320
231,270
No.
exercised,
lapsed or
cancelled
-
-
(102,500)
-
(146,666)
-
(3,333,350)
(3,333,350)
-
-
(189,668)
-
-
-
(1,501,861)
(1,746,350)
-
-
-
-
(142,450)
(61,050)
(1,471,680)
(630,720)
(467,320)
(231,270)
(i)
The grant date in the table above refers to the actual issue date of the share options or rights; however, for accounting purposes the grant date is recognised as the date that the Company's obligation
for the share options or rights arose.
(ii) Operational targets refer to the performance measures discussed on page 17 of this report.
(iii) Robert Orr resigned on 24 January 2022 and, by agreement with the Board, all his performance rights vested.
All unvested share options and rights lapse on cessation of employment, unless otherwise approved by the Board or under special circumstances such as retirement or redundancy. All
share options and rights issued to key management personnel vest immediately in the event of a change of control in Bannerman.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
23
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Other remuneration information
Further details relating to share options and rights and the proportion of key management personnel remuneration
related to equity compensation during the year are tabulated below.
Table 8 – Value of share options and performance rights issued and exercised during the year ended 30 June 2022
Type
Proportion of
remuneration
consisting of options /
rights for the year(1)
%
Value of options /
rights granted during
the year(2)
$
Value of options
exercised / rights
vested during the
year(3)
$
Non-Exec Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
Executive Director
Performance rights &
Share options
Performance Rights
Performance Rights
Share Options
Brandon Munro
Performance Rights
Executives
Werner Ewald
Stephen Herlihy
Rob Orr
Performance Rights
Performance Rights
Performance Rights
42%
36%
36%
36%
45%
35%
16%
57%
105,293
44,704
44,704
74,752
60,543
32,499
32,499
46,798
585,863
273,335
270,867
211,720
61,616
112,954
-
150,651
(1)
(2)
(3)
Calculated based on Tables 4 and 5 as the share-based expense for the year as a percentage of total remuneration. The percentage of total
remuneration varies among each director given the impact of consulting or other fees paid during the financial year.
Based on fair value at time of grant per AASB 2. For details on the valuation of the options and rights, including models and assumptions
used, refer to Note 20.
Calculated based on the fair value of the Company’s shares on date of vesting.
Other than detailed above in Table 7 there were no other alterations to the terms and conditions of the share options
/ rights awarded as remuneration since their award date.
Table 9 – Share options and performance rights holdings of key management personnel (pre-consolidation) (i)
30 June 2022
Type
Opening
Balance
1 July 2021
Granted as
Remuneration
Exercised /
converted
Forfeited/
Lapsed
Closing
Balance
30 June
2022
Total Options and Performance Rights
at 30 June 2022
Non-
Vested
Vested and
Exercisable
Total
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Executives
Options/
Rights
Options/
Rights
Options/
Rights
Options/
Rights
Options/
Rights
6,628,900
887,800
(2,365,300)
-
5,151,400
4,263,600
887,800
5,151,400
24,103,334
2,011,200
(6,666,700)
(102,500) 19,345,334
2,015,900
139,700
(2,015,900)
2,015,900
139,700
(2,015,900)
7,501,300
233,600
(1,866,900)
-
-
-
139,700
139,700
-
-
-
19,345,334 19,345,334
139,700
139,700
139,700
139,700
5,868,000
5,634,400
233,600
5,868,000
42,265,334
3,412,000
(14,930,700)
(102,500) 30,644,134
9,898,000
20,746,134 30,644,134
Werner Ewald
Rights
11,498,536
894,600
(3,248,211)
(189,668)
8,955,257
Stephen Herlihy
Rights
-
1,250,000
-
-
1,250,000
Rob Orr
Rights
2,800,990
203,500
(2,739,588)
(264,902)
-
14,299,526
2,348,100
(5,987,799)
(454,570) 10,205,257
-
-
-
-
8.955,257
8,955,257
1,250,000
1,250,000
-
-
10,205,257
10,205,257
(i)
Includes share options and performance rights held directly, indirectly and beneficially by key management personnel.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
24
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Table 10 – Shareholdings of key management personnel (pre-consolidation) (i)
30 June 2022
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Executives
Werner Ewald
Stephen Herlihy
Rob Orr
Opening
Balance
1 July 2021
Granted as
Remuneration
Received on Exercise
of Share options /
conversion of rights
(Sales)
Purchases
Net
Change
Other (ii)
Closing
Balance
30 June 2022
7,525,743
17,782,931
1,641,000
77,848,668
-
7,998,344
-
-
112,796,686
-
-
-
-
-
-
-
-
-
-
2,365,300
6,666,700
2,015,900
2,015,900
1,866,900
(3,000,000)
(10,000,000)
(1,000,000)
(62,000,000)
-
3,248,211
-
2,739,588
20,918,499
(3,246,555)
-
-
(79,246,555)
-
-
-
-
-
-
-
-
(2,739,588)
(2,739,588)
6,891,043
14,449,631
2,656,900
17,864,568
1,866,900
8,000,000
-
-
51,729,042
(i) Includes shares held directly, indirectly and beneficially by key management personnel.
(ii) Rob Orr resigned on 24 January 2022; this is his balance on resignation.
All equity transactions with key management personnel other than those arising from the exercise of remuneration
share options or asset acquisition share options have been entered into under terms and conditions no more
favourable than those the Group would have adopted if dealing at arm’s length
Table 11 – Shares issued on exercise of options during the year ended 30 June 2022
Shares
issued
#
Paid per
share
$
Unpaid per
share
$
2,365,300
-
1,182,600
1,182,600
1,866,900
-
-
-
0.072
-
0.072
0.072
0.072
-
-
-
-
-
-
-
-
-
-
-
Directors
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Executives
Werner Ewald
Stephen Herlihy
Rob Orr
5. ADDITIONAL INFORMATION
Performance over the Past 5 Years
The objective of the LTI program is to reward and incentivise non-executive directors and executives in a manner
which aligns with the creation of shareholder wealth. Bannerman’s performance during 2021/22 and the previous
four financial years are tabulated in Table 12 below:
Table 12 – Bannerman’s performance for the past five years
Year ended 30 June
Net loss after tax ($’000)
Net assets ($’000)
Market capitalisation ($ ‘000’s) at 30 June
Closing share price ($)
2022
2021
(3,481)
117,890
252,906
$0.17
(2,277)
66,359
196,208
$0.165
2020
(2,315)
51,728
39,000
$0.037
2019
(2,255)
62,965
47,000
$0.045
2018
(2,478)
62,776
56,000
$0.054
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
25
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
END OF REMUNERATION REPORT (AUDITED)
This report is made in accordance with a resolution of the directors.
Brandon Munro
CEO and Managing Director
Perth, 23 September 2022
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
26
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Other income
Administration and corporate expense
Depreciation expense
Finance expense
Staff expense
Other expenses
Loss before income tax
Income tax benefit
Net loss for the year
Note
2
3(a)
3(b)
5
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
15(b)
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss)
Loss is attributable to:
Equity holders of Bannerman Energy Ltd
Non-controlling interest
Total comprehensive income/(loss) is attributable to:
Equity holders of Bannerman Energy Ltd
Non-controlling interest
25
Basic and diluted loss per attributable share to the
ordinary equity holders of the Company (cents per share):
17
Consolidated
2022
$'000
2021
$'000
99
68
(1,100)
(32)
(8)
(2,437)
(3)
(3,481)
-
(723)
(35)
(4)
(1,583)
-
(2,277)
-
(3,481)
(2,277)
(2,450)
(2,450)
(5,931)
(3,451)
(30)
4,931
4,931
2,654
(2,254)
(23)
(3,481)
(2,277)
(5,883)
(48)
(5,931)
2,656
(2)
2,654
(2.70)
(2.10)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
27
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2022
$'000
2021
$'000
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other current assets
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and evaluation expenditure
Property, plant and equipment
Right of use assets
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Provisions
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
Provisions
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL PARENT ENTITY INTEREST
Non-controlling interest
6
7
8
11
10
8
12
8
13
13
14
15
25
51,930
103
7,381
59,414
60,348
62
17
60,427
119,841
1,019
16
618
1,653
298
298
1,951
12,455
31
31
12,517
54,360
65
16
54,441
66,958
193
16
95
304
295
295
599
117,890
66,359
208,798
25,352
(116,203)
152,434
26,724
(112,752)
117,947
66,406
(57)
(47)
TOTAL EQUITY
117,890
66,359
The above statement of financial position should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
28
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Cash Flows from Operating Activities
Payments for staff costs
Payments for administration and corporate costs
Interest received
Interest and other costs of finance paid
Government grants and tax incentives
Consolidated
Note
2022
$'000
2021
$'000
(1,174)
(1,061)
45
(3)
-
(895)
(615)
22
(3)
50
Net cash flows used in operating activities
18
(2,193)
(1,441)
Cash Flows From Investing Activities
Payments for exploration and evaluation
Payment to trust account to acquire investment in other companies
Payments to acquire property, plant & equipment
(5,222)
(7,250)
(5)
(1,477)
-
(2)
Net cash flows used in investing activities
(12,477)
(1,479)
Cash Flows from Financing Activities
Proceeds from issue of shares
Transaction costs related to issues of shares
Repayment of lease liability
Net cash flows provided by financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Net foreign exchange differences
56,537
(2,290)
(31)
12,000
(764)
(31)
54,216
11,205
39,546
12,455
(71)
8,285
4,174
(4)
Cash and cash equivalents at end of year
6
51,930
12,455
The above cash flow statement should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
29
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Contributed
Equity
Note 14
Share Based
Payment
Reserve
Foreign
Currency
Reserve
Equity
Reserve
Note 15 (c)
Accumulated
Losses
Note 15(a)
Note 15(b)
Total
Non-
controlling
Interest
Note 25
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2021
152,434
58,465
(30,364)
(1,377)
(112,752)
Loss for the period
Other comprehensive income
Total comprehensive income/(loss) for the
period
-
-
-
Shares issued during the period
56,537
Shares issued on extinguishment of royalty
2,117
Cost of issuing shares
Share-based payments
Capital contributions (Bannerman Namibia
Pty Ltd)
(2,290)
-
-
1,101
-
-
-
-
-
-
-
-
(2,432)
(2,432)
-
-
-
-
-
-
-
-
-
-
-
-
(41)
(3,451)
-
(47)
(30)
(18)
66,359
(3,481)
(2,450)
(3,451)
(48)
(5,931)
-
-
-
-
-
56,537
2,117
(2,290)
1,101
38
(3)
Total Equity at 30 June 2022
208,798
59,566
(32,796)
(1,418)
(116,203)
(57)
117,890
Contributed
equity
Note 14
Share Based
Payment
Reserve
Foreign
Currency
Reserve
Equity
Reserve
Note 15 (c)
Accumulated
Losses
Note 15(a)
Note 15(b)
Total
Non-
controlling
Interest
Note 25
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2020
141,198
57,691
(35,274)
(1,441)
(110,498)
Loss for the period
Other comprehensive income
Total comprehensive income/(loss) for the
period
Shares issued during the period
Cost of issuing shares
Share-based payments
Capital contributions (Bannerman Namibia
Pty Ltd)
-
-
-
12,000
(764)
-
-
-
-
-
-
-
774
-
-
4,910
4,910
-
-
-
-
-
-
-
-
-
-
64
(2,254)
-
52
(23)
21
51,728
(2,277)
4,931
(2,254)
(2)
2,654
-
-
-
-
-
-
-
(97)
(47)
12,000
(764)
774
(33)
66,359
Total Equity at 30 June 2021
152,434
58,465
(30,364)
(1,377)
(112,752)
The above statement of changes in equity should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
30
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Corporate Information
This financial report of Bannerman for the year ended 30 June 2022 was authorised for issue in accordance with a
resolution of the directors on 22 September 2022.
Bannerman is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange and the Namibian Stock Exchange.
Basis of Preparation and Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also been prepared
on an historical cost basis, except for land and buildings which has been measured at fair value.
The financial report covers the consolidated entity comprising Bannerman and its controlled entities (the “Group”).
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars
($'000) unless otherwise stated under the option available to the Company under Australian Securities and
Investments Commission (ASIC) Class Order 2016/191. The Company is an entity to which the Class Order applies.
For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.
Statement of Compliance
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting
Standards Board and International Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board.
New, revised or amended standards and interpretations adopted by the group
The Group has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new,
revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the
financial performance or position of the consolidated entity.
New standards and interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2022. The
consolidated entity has not yet assessed the impact of these new or amended Accounting Standards and
Interpretations.
Accounting Policies
a)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30
June 2022. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
31
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
• The contractual arrangement with the other vote holders of the investee
• Rights arising from other contractual arrangements
• The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having
a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity,
income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on
consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
• De-recognises the assets (including goodwill) and liabilities of the subsidiary
• De-recognises the carrying amount of any non-controlling interests
• De-recognises the cumulative translation differences recorded in equity
• Recognises the fair value of the consideration received
• Recognises the fair value of any investment retained
• Recognises any surplus or deficit in profit or loss
• Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings,
as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
b)
Income and Other Taxes
Income taxes
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and
tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
32
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
• when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable
that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax
assets and unused tax losses, to the extent that it is probable that taxable profit will be available, against which
the deductible temporary differences, the carry-forward of unused tax assets and unused tax losses can be utilised,
except:
• when the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests
in joint ventures, in which case a deferred tax asset is recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable profit will be available against which
the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
and the same taxation authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST/VAT except:
• when the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of
the expenses item as applicable; and
receivables and payables, which are stated with the amount of GST/VAT included.
•
The net amount of GST/VAT recoverable from, or payable to, the relevant taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the Cash Flow Statement on a gross basis and the GST/VAT component of cash flows
arising from investing and financing activities which is recoverable from, or payable to, the relevant taxation
authority is classified as part of operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the
relevant taxation authority.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
33
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
c)
Exploration and Evaluation Expenditure
Exploration and evaluation expenditure 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:
(i)
(ii)
such costs are expected to be recouped through successful development, exploitation or sale of the area;
or
exploration and evaluation activities in the area have not, at balance date, reached a stage which permit
a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active
operations in, or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned or assessed as not having economically
recoverable reserves are written off in full against profit in the year in which the decision to abandon the area is
made.
A periodic 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.
d)
Property, Plant and Equipment
Plant and equipment are measured at historical cost less accumulated depreciation and any accumulated
impairment costs.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the recoverable
amount from these assets. External factors, such as changes in expected future processes, technology and
economic conditions, are also monitored to assess for indicators of impairment. If any indication of impairment
exists, an estimate of the asset’s recoverable amount is calculated.
Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment losses
recognised at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the fair
value of a revalued asset does not differ materially from its carrying amount.
A revaluation surplus is recorded in other comprehensive income and credited to the asset revaluation reserve in
equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognised in
profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in the income
statement, except to the extent that it offsets an existing surplus on the same asset recognised in the asset
revaluation reserve.
Depreciation
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the useful lives to the
Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of
depreciable assets are:
Class of Fixed Asset
Buildings
Plant and equipment
Office Furniture & Equipment
Vehicles
Depreciation Rate
2022
2.0%
33.3%
33.3%
33.3%
2021
2.0%
33.3%
33.3%
33.3%
An asset’s residual value, useful life and amortisation method are reviewed, and adjusted if appropriate, at each
financial year end.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
34
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Gains or losses on disposals are determined by comparing proceeds with the net carrying amount. These are
included in the statement of comprehensive income.
e)
Leases – Group as lessee
When a contract is entered into, the Group assesses whether the contract contains a lease. A lease arises when
the Group has the right to direct the use of an identified asset which is not substitutable and to obtain substantially
all economic benefits from the use of the asset throughout the period of use.
The Group separates the lease and non-lease components of the contract and accounts for these separately. The
Group allocates the consideration in the contract to each component on the basis of their relative stand-alone
prices.
Lease assets and lease liabilities are recognised at the lease commencement date, which is when the assets are
available for use. The assets are initially measured at cost, which is the present value of future lease payments
adjusted for any lease payments made at or before the commencement date, plus any make-good obligations and
initial direct costs incurred.
Right of use assets are depreciated using the straight-line method over the lease term. Periodic adjustments are
made for any re-measurements of the lease liabilities and impairment losses, assessed in accordance with the
Group’s impairment policies.
Lease liabilities are initially measured at the present value of future minimum lease payments, discounted using
the Group’s incremental borrowing rate if the rate implicit in the lease cannot be readily determined, and are
subsequently measured at amortised cost using the effective interest rate. Minimum lease payments are fixed
payments.
The lease liability is remeasured when there are changes in future lease payments arising from a change in rates,
index or lease terms from exercising an extension or termination option. A corresponding adjustment is made to
the carrying amount of the lease assets, with any excess recognised in the consolidated profit or loss and other
comprehensive income statement.
Short term leases (lease term of 12 months or less) and leases of low value assets are recognised as incurred as an
expense in the consolidated profit or loss and other comprehensive income statement. Low value assets comprise
plant and equipment.
Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely that
the Group will obtain ownership of the asset or over the term of the lease.
f)
Basic Earnings/Loss Per Share
Basic earnings/loss per share is calculated by dividing the net profit / loss attributable to members of the parent
for the reporting period, after excluding any costs of servicing equity, by the weighted average number of ordinary
shares of the Group, adjusted for any bonus issue.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have been issued for no consideration in relation
to dilutive potential ordinary shares.
g)
Revenue
Revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in
exchange for transferring goods or services to a customer.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
35
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Interest revenue is recognised as the interest accrues (using the effective interest method, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net
carrying amount of the financial asset.
h)
Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand, cash on call
and short-term deposits with an original maturity of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Cash
Flow Statement, cash and cash equivalents consist of cash and cash equivalents as described, net of outstanding
bank overdrafts.
i)
Impairment of Assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where
an indication of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying
amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
Recoverable amount is the greater of fair value (less costs to sell) and value-in-use. It is determined for an individual
asset, unless the asset’s value-in-use cannot be estimated to be close to its fair value (less costs to sell) and it does
not generate cash inflows that are largely independent of those from other assets or groups of assets, in which
case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
j)
Payables
Trade and other payables are carried at amortised cost. Due to their short term nature they are not discounted.
They represent liabilities for goods and services provided to the Group prior to the end of the financial year that
are unpaid and arise when the Group becomes obliged to make future payments in the respect of the purchase of
these goods and services. The amounts are unsecured and usually paid within 30 days of recognition.
k)
Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outlay of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract,
the reimbursement is recognised as a separate asset but only when a reimbursement is virtually certain. The
expense relating to any provision is presented in the statement of comprehensive income net of any
reimbursement.
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. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability.
Any increase in the provision due to the passage of time is recognised as a finance cost.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
36
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
Rehabilitation Provision
Rehabilitation costs will be incurred by the Group either while operating, or at the end of the operating life of, the
Group’s facilities. The Group assesses its rehabilitation provision at each reporting date. The Group recognises a
rehabilitation provision where it has a legal and constructive obligation as a result of past events, and it is probable
that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of
obligation can be made. The nature of these restoration activities includes: dismantling and removing structures;
dismantling operating facilities; closing plant and waste sites; and restoring, reclaiming and revegetating affected
areas.
The obligation generally arises when the asset is installed or the ground/environment is disturbed at the
operation’s location. When the liability is initially recognised, the present value of the estimated costs is capitalised
by increasing the carrying amount of the related assets to the extent that it was incurred. Additional disturbances
which arise due to further development/construction at the mine are recognised as additions or charges to the
corresponding assets and rehabilitation liability when they occur.
Changes in the estimated timing of rehabilitation or changes to the estimated future costs are dealt with
prospectively by recognising an adjustment to the rehabilitation liability and a corresponding adjustment to the
asset to which it relates, if the initial estimate was originally recognised as part of an asset measured in accordance
with AASB 6.
Any reduction in the rehabilitation liability and, therefore, any deduction from the asset to which it relates, may
not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately to
the statement of comprehensive income.
If the change in estimate results in an increase in the rehabilitation liability and, therefore, an addition to the
carrying value of the asset, the Group considers whether this is an indication of impairment of the asset as a whole,
and if so, tests for impairment. If, for mature mines, the estimate for the revised mine assets net of rehabilitation
provisions exceeds the recoverable value that portion of the increase is charged directly to expense.
Over time, the discounted liability is increased for the change in present value based on the discount rates that
reflect current market assessments and the risks specific to the liability.
l)
Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to
balance date.
Contributions are made by the Group to employee superannuation and pension funds and are charged as expenses
when incurred.
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 employees’ services up to the reporting date. They
are measured at the amounts expected to be paid when the liabilities are settled.
m) Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or share
options are shown in equity as a deduction, net of tax, from the proceeds.
n)
Share-based Payment Transactions
The Group provides benefits to employees and directors of the Group, acquires assets and settles expenses
through consideration in the form of share-based payment transactions, whereby employees render services,
assets are acquired and expenses are settled in exchange for shares or rights over shares (“equity-settled
transactions”).
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
37
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
There is currently a Non-Executive Director Share Option Plan and an Employee Incentive Plan which enables the
provision of benefits to directors, executives and staff.
The cost of these equity-settled transactions with employees and directors is measured by reference to the fair
value at the date at which they are granted. The fair value is determined using the Black Scholes option pricing
model. A Monte Carlo simulation is applied to fair value the Total Shareholder Return element of the EIP
incentives. Further details of which are disclosed in Note 19.
In valuing equity-settled transactions, no account is taken of any vesting condition, other than (if applicable):
• Non-vesting conditions that do not determine whether the Group or Company receives the services that
entitle the employees to receive payment in equity or cash; or
Conditions that are linked to the price of the shares of Bannerman Energy Ltd (market conditions).
•
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 (the vesting period), ending on the date on
which the relevant employees become fully entitled to the award (the vesting date).
At each subsequent report date until vesting, the cumulative charge to the statement of comprehensive income is
the product of:
(i) The grant date fair value of the award;
(ii) The current best estimate of the number of the awards that will vest, taking into account such factors as the
likelihood of employee turnover during the vesting period and the likelihood of non-market performance
conditions being met; and
(iii) The expired portion of the vesting period.
The charge to the statement of comprehensive income for the period is the cumulative amount as calculated
above, less the amounts already charged in previous periods. There is a corresponding entry to equity.
Equity-settled awards granted by Bannerman to employees of subsidiaries are recognised in the parent’s separate
financial statements as an additional investment in the subsidiary with the corresponding credit to equity. As a
result, the expense recognised by Bannerman in relation to equity-settled awards only represents the expenses
associated with grants to employees of the parent. The expense recognised by the Group is the total expense
associated with all such awards.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest
than were originally anticipated to do so. Any award subject to a market conditions or non-vesting conditions is
considered to vest irrespective of whether or not that market condition or non-vesting is fulfilled, provided that all
other conditions are satisfied.
o)
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 (“functional currency”). The consolidated financial
statements are presented in Australian dollars, which is Bannerman’s functional and presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date and any gains or losses are recognised in the
statement of comprehensive income.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
38
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
(iii) Group companies
For all Group entities with a functional currency other than Australian dollars, the functional currency has been
translated into Australian dollars for presentation purposes. Assets and liabilities are translated using exchange
rates prevailing at the reporting date; revenues and expenses are translated using average exchange rates
prevailing for the statement of comprehensive income year; and equity transactions are translated at exchange
rates prevailing at the dates of transactions. The resulting difference from translation is recognised in a foreign
currency translation reserve.
(iv) Subsidiary company loans
All subsidiary company loans from the parent company are translated into Australian dollars, on a monthly basis,
using the exchange rates prevailing at the end of each month. The resulting difference from translation is
recognised in the statement of comprehensive income of the parent company and on consolidation the foreign
exchange differences are recognised in a foreign currency translation reserve as the loan represents a net
investment in a foreign entity.
p)
Receivables
Receivables are classified as debt instruments at amortised cost. An allowance is recognised for expected credit
loss based on the Group’s historical loss experience, adjusted for forward looking factors specific to the debtors
and the economic environment.
The Group considers a financial asset in default when contractual payments are 30 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before considering any
credit enhancements held by the Group.
q)
Segment Reporting
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components of
the same entity), whose operation results are regularly reviewed by the entity's chief operating decision maker to
make decisions about resources to be allocated to the segment and assess its performance and for which discrete
financial information is available. This includes start-up operations which are yet to earn revenues. Management
will also consider other factors in determining operating segments such as the existence of a line manager and the
level of segment information presented to the board of directors.
Operating segments have been identified based on the information provided to the chief operating decision
makers being the executive management team.
The operations of the Group represent one operating segment under AASB 8 Operating Segments. The accounting
policies applied for internal reporting purposes are consistent with those applied in the preparation of the financial
report.
r)
Financial Risk Management Objectives and Policies
The Group’s principal financial instruments comprise cash, receivables and payables.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with
the Group’s financial risk management strategy. The objective of the strategy is to support the delivery of the
Group’s financial targets whilst protecting future financial security.
s)
Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates its
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
39
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(EXPRESSED IN AUSTRALIAN DOLLARS)
judgements and estimates in relation to assets, liabilities, contingent liabilities, revenues and expenses.
Management bases its judgements and estimates on historical experience and on other various factors believed
to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and
liabilities that are not readily apparent from other sources.
Management has identified the critical accounting policies detailed below for which significant judgements,
estimates and assumptions are made. Actual results may differ from these estimates under different assumptions
and conditions and may materially affect financial results or the financial position reported in future periods.
Further details of the nature of these assumptions and conditions may be found in the relevant notes to the
financial statements. The carrying amounts of certain assets and liabilities are often determined based on
judgements, estimates and assumptions of future events. The key estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the
next annual reporting period are:
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of
factors, including whether the Group decides to exploit the related mineral title itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of measured, indicated and inferred mineral
resources, proven and probable ore reserves, future technological changes which could impact the cost of mining,
future legal changes (including changes to environmental restoration obligations), changes to commodity prices,
ability to finance, renewal of the exclusive prospecting licence and the issue of a mining licence.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the
future, this will reduce profits and net assets in the period in which this determination is made.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted and taking into consideration the likelihood of non-
market-based conditions occurring. Estimating fair value for share-based payment transactions requires
determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant.
This estimate also requires determining the most appropriate inputs to the valuation model including the expected
life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and
models used for estimating fair value for share-based payment transactions are disclosed in Note 19.
Impact of the COVID-19 pandemic
The COVID-19 outbreak was declared a pandemic by the World Health Organization in March 2020. The Company
has considered the potential impact of the COVID-19 pandemic in the significant accounting judgements, estimates
and assumptions at reporting date and has concluded there to be no significant economic impact.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
40
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Consolidated
2. OTHER INCOME
Interest revenue
Government COVID grants
3. EXPENSES
(a) Administration and corporate expense
Administrative expense
Compliance and regulatory
Insurance expense
Occupancy expense
Stakeholder relations
Travel expenses
(b) Staff expenses
Salaries and fees
Share-based payments
Superannuation
Leave accrued
Other staff expenses
(Less staff expenses capitalised as exploration and evaluation)
(Less staff expenses classified as compliance and regulatory)
2022
$'000
99
-
99
126
467
45
80
331
51
1,100
1,548
977
100
24
349
(506)
(55)
2,437
2021
$'000
31
37
68
87
290
63
49
230
4
723
1,247
661
74
29
43
(428)
(43)
1,583
4. AUDITOR'S REMUNERATION
The auditor of the Group is Ernst & Young.
Amounts received or due and receivable by Ernst & Young (Australia) for:
Fees for auditing the statutory financial report of the parent
covering the group and auditing the financial reports of any
controlled entities
Fees for other services
Taxation services
Amounts received or due and receivable by related practices of Ernst &
Young (Australia) for:
Fees for auditing the financial report of any controlled entities
Fees for other services
Taxation services
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
50,000
44,000
7,600
57,600
6,000
50,000
19,656
2,832
22,488
17,000
2,000
19,000
41
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
5. INCOME TAX BENEFIT
The components of income tax benefit comprise:
Current income tax benefit
Deferred income tax benefit
Income tax benefit reported in the consolidated statement of
comprehensive income
Income tax expense recognised in equity
Accounting loss before tax
At the parent company statutory income tax rate of 30% (2021:30%)
Other non-deductible losses for income tax purposes
Effect of different tax rate for overseas subsidiary
Unrecognised deferred tax assets
Income tax benefit reported in the consolidated statement of
comprehensive income
Deferred tax assets
Carried forward balance
Share issue costs
Provisions and accruals
Other
Gross deferred tax asset
Offset against deferred tax liability
Unrecognised deferred tax assets
Deferred tax liabilities
Other
Gross deferred tax liability
Offset against deferred tax asset
Net deferred tax liability
Consolidated
2022
$'000
2021
$'000
-
-
-
-
(3,481)
(1,044)
152
(26)
918
-
15,954
687
745
-
17,386
(11)
17,375
11
11
(11)
-
-
-
-
-
(2,277)
(683)
133
(21)
572
-
15,058
213
73
-
15,344
(11)
15,333
11
11
(11)
-
The carried forward tax losses for Bannerman Energy Ltd at 30 June 2022 are $47,415,548 (2021: $44,788,873).
The carried forward tax losses for Bannerman Mining Resources (Namibia) (Pty) Ltd at 30 June 2022 are $4,611,931
(2021: $4,428,458). These tax losses do not expire and may not be used to offset taxable income elsewhere in the
Group. The Group neither has any taxable temporary differences nor any tax planning opportunities available that
could partly support the recognition of these losses as deferred tax assets. On this basis, the Group has determined
that it cannot recognise deferred tax assets on the tax losses carried forward.
The Group has not elected to form a tax consolidated group.
6. CASH AND CASH EQUIVALENTS
Cash at bank and on call (interest bearing)
Short-term deposits (interest bearing)
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
6,995
44,935
51,930
1,367
11,088
12,455
42
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
The effective interest rate on short-term bank deposits was 0.76% (2021: 0.27%). These deposits have an
average maturity of 90 days (2021: 90 days).
7. OTHER RECEIVABLES
Current
GST/VAT
Interest receivable
Other receivables are non-interest bearing and have repayment terms of 30 days.
8. OTHER CURRENT ASSETS
Current
Prepayments
Other current assets (a)
Consolidated
2022
$'000
66
37
103
2021
$'000
28
3
31
80
7,301
7,381
31
28
59
(a) Subsequent to year end on 15 August 2022, the Company finalised an agreement to acquire 41.8% of the issued
capital of Namibia Critical Metals from major shareholders. In addition to the shares paid, part of the
agreement was to provide a cash payment into a trust account in preparation for completion of $7,236,179 in
June 2022. Funds held in trust were released to the vendors at completion in August. In addition to the purchase
consideration the Company incurred costs of $64,914 associated with the transaction up to year end.
9. RIGHT OF USE ASSETS
RIGHT OF USE ASSET
Opening balance
Additions
Depreciation
Closing balance net of accumulated depreciation
LEASE LIABILITY
Opening balance
Additions
Amortisation of principal
Interest on lease
Closing balance
16
31
(30)
17
16
28
(29)
1
16
Amounts recognised in statement of profit or loss and other comprehensive income relating to:
Depreciation charge of right-of-use assets
Interest expense (included in finance costs)
Short term lease payments
30
1
-
49
-
(33)
16
46
-
(30)
-
16
33
-
-
On 1 February 2020 the Company entered into a lease agreement for the corporate premises in Subiaco, Western
Australia. The operating lease was for a two-year period. This was extended on the 1 February 2022 for a further
year. The future lease payments were discounting using an interest rate of 6.47% in calculating the lease liability.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
43
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
10. PROPERTY, PLANT AND EQUIPMENT
Motor
Vehicles
Office
Equipment
Lab & Field
Equipment
Sundry
Total
$'000
$'000
$'000
$'000
$'000
2022
Gross carrying amount at Cost
Accumulated depreciation and impairment
Net book value
Reconciliation of movements:
Opening net book value
Additions
Disposals
Depreciation charge
Foreign exchange movements
Closing net book value
180
(157)
23
24
-
-
-
(1)
23
14
(6)
8
6
6
(2)
(2)
-
8
61
(49)
12
13
-
-
-
(1)
12
68
(49)
19
22
-
(1)
-
(2)
19
323
(261)
62
65
6
(3)
(2)
(4)
62
2021
Motor
Vehicles
Office
Equipment
Lab & Field
Equipment
Sundry
Total
$'000
$'000
$'000
$'000
$'000
Gross carrying amount at Cost
Accumulated depreciation and impairment
Net book value
Reconciliation of movements:
Opening net book value
Additions
Disposals
Depreciation charge
Foreign exchange movements
Closing net book value
188
(164)
24
22
-
-
-
2
24
26
(20)
6
7
1
-
(2)
-
6
64
(51)
13
12
-
-
-
1
13
184
(162)
22
462
(397)
65
20
-
-
-
2
22
61
1
-
(2)
5
65
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
44
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
11. EXPLORATION AND EVALUATION EXPENDITURE
Consolidated
Opening balance
General project
Consultants and other project services
Environmental
Human resources
Studies (Etango-8 DFS/PFS)
Demonstration plant costs
Consideration for the extinguishment of royalty (a)
Savanna litigation settlement (b)
Total capitalised expenditure for the period
Foreign currency translation movements
Closing balance
2022
$'000
54,360
93
65
11
510
3,041
35
4,117
500
8,372
(2,384)
60,348
2021
$'000
47,906
82
20
3
430
945
29
-
-
1,509
4,945
54,360
a) On 19 August 2021 the Company’s private royalty agreement with Resource Capital Fund IV L.P. and
Resource Capital Fund VI L.P. (collectively the “RCF Funds”) was terminated. The consideration payable
to RCF Funds was the aggregate of A$2 million cash and the issue of 15,680,000 fully paid ordinary shares
(with a fair-value of $2,116,800, calculated using the share price on 21/07/2021).
b) Please refer to note 13c, for information relating to the Savanna litigation settlement.
The value of the Company’s interest in exploration and evaluation expenditure is dependent upon:
• the continuance of the Company’s rights to tenure of the areas of interest;
• the results of pre-development activities; and
• the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.
Etango Uranium Project – Bannerman 95%
The Etango Uranium Project is situated near CNNC’s Rössing uranium mine, Paladin’s Langer Heinrich uranium
mine and CGNPC’s Husab uranium mine. Bannerman, in 2012, completed a Definitive Feasibility Study (“DFS”) on
an open pit mining and heap leach processing operation at Etango. The DFS confirmed the viability of a large open
pit and heap leach operation at one of the world’s largest undeveloped uranium deposits. From 2015 to 2017,
Bannerman conducted a large scale heap leach demonstration program to provide further assurance to financing
parties, generate process information for the detailed engineering design phase and build and enhance internal
capability.
Bannerman announced to the ASX on 2 August 2021 the completion of a Pre-Feasibility Study (PFS) for an 8Mtpa
development of its flagship Etango Uranium Project in Namibia (Etango-8 Project). The PFS on the Etango-8 Project
provides an alternate, streamlined development model to the 20Mtpa development assessed to DFS level in 2015.
The Study demonstrates the strong technical and economic viability of conventional open pit mining and heap
leach processing of the world class Etango deposit at 8Mtpa throughput. The Company is now in the process of a
Definitive-Feasibility Study (DFS) on Etango-8 Project which will conclude in late 2022.
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 25 April
2023 and thereafter subject to renewal by the Namibian Ministry of Mines and Energy. Bannerman also holds a
Mineral Deposit Retention Licence 3345 (MDRL 3345), whilst the Company awaits approval of its Mining License
(“ML”) by the Namibian Ministry of Mines and Energy. The Company lodged an application for a ML on 4 August
2022.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
45
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
12. TRADE AND OTHER PAYABLES
Trade payables
Other payables and accruals
Consolidated
2022
$’000
219
800
1,019
2021
$’000
45
148
193
Trade payables are non-interest bearing and are normally settled on 30 day terms (or less). Other payables are
non-interest bearing and have an average term of 60 days.
Fair value
Due to the short-term nature of these payables, their carrying value approximate their fair value.
13. PROVISIONS
CURRENT
Annual leave provision (a)
Long service leave provision (b)
Litigation settlement (c)
NON-CURRENT
Rehabilitation provision (d)
(a) Annual leave provision
102
16
500
618
298
298
81
14
-
95
295
295
Liabilities for annual leave expected to be settled within 12 months of the reporting date are recognised
in respect of employee’s services up to the reporting date. They are measured at the amounts expected
to be paid when the liabilities are settled.
(b) Long service leave provision
The liability for long service leave is recognised and measured at the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date using the
projected unit credit method. Consideration is given to expected future salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market
yields at the reporting date on high quality corporate bonds with terms to maturity and currency that
match, as closely as possible, the estimated future cash outflows. The obligations are presented as
current liabilities in the Statement of Financial Position if the entity does not have an unconditional right
to defer settlement for at least twelve months after the reporting date, regardless of when the actual
settlement is expected to occur.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
46
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(c) Litigation settlement
On 17 December 2008, the Company entered into a settlement agreement with Savanna Marble CC
(“Savanna”) relating to Savanna’s legal challenge to the Company’s rights to the Etango Project Exclusive
Prospecting Licence. Under the terms of the settlement a final tranche payment of A$500,000 and 4.0
million ordinary shares is due to Savanna upon receipt of the Etango Project mining licence. A mining
licence application was lodged on 4 August 2022, therefore there is probability that the Company will
obtain its Mining License within the next 12 month. Prior to this financial period the cash component
was disclosed as a contingent liability. The share component was accounted for as a share-based
payment at the date of the settlement agreement.
(d) Rehabilitation provision
Opening balance
Unwinding of discount
Foreign exchange translation movements
Consolidated
2022
$’000
295
16
(13)
298
2021
$’000
252
15
28
295
The Group makes full provision for the future cost of the environmental rehabilitation obligations
relating to the heap leach demonstration plant on a discounted basis at the time of the activity.
The rehabilitation provision, based on the Group’s internal estimates, represents the present value of
the future rehabilitation costs relating to the heap leach demonstration plant. Assumptions based on
the current economic environment have been made, which management believes are a reasonable basis
upon which to estimate the future liability. These estimates are reviewed regularly to take into account
any material changes to the assumptions. However, actual rehabilitation costs will ultimately depend
upon future market prices for the necessary rehabilitation works required that will reflect market
conditions at the relevant time. Furthermore, the timing of the rehabilitation is likely to depend on
when the pre-development activities cease.
14. CONTRIBUTED EQUITY
(a)
Issued and outstanding:
Ordinary shares
Issued and fully paid
Reconciliation of ordinary shares:
Opening balance
-
-
-
-
Issue of shares on vesting under employee
performance rights plan (iv,v)
Issue of shares on exercise of option under
employee incentive plan (ii,iii)
Issue of shares pursuant to Placement (vi)
Issue of shares pursuant to Share Purchase
Plan (vii)
Consideration for royalty extinguishment (i)
Costs of issuing shares
-
-
Closing balance
2022
No. shares
‘000
2021
$
‘000
No.
shares
’000
$
’000
1,189,138
152,434
1,058,782
141,198
17,086
-
16,070
-
12,597
185,000
837
40,700
-
114,286
68,181
15,680
-
1,487,682
15,000
2,117
(2,290)
208,798
-
-
-
1,189,138
-
12,000
-
-
(764)
152,434
47
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(i)
(ii)
On 21 July 2021 the Company issued 15,680,000 fully paid ordinary shares with an issue price of
$0.135 p/shares (aggregate valuation $2,116,1800, calculated using the share price on
21/07/2021) to RCF Funds in consideration for the royalty agreement extinguishment. Please refer
to the note 6 (b) for further information.
On 26 October 2021 the Company issued 10,597,400 fully paid ordinary shares following the
exercise of options (the options had a weighted average exercise price of $0.07, raising $737,013
in equity funding.
(iii) On 17 November 2021 the Company issued a further allotment of 2,000,000 fully paid ordinary
shares following the exercise of options, the options had an exercise price of $0.05, raising
$100,000 in equity funding.
(iv) On 15 December 2021 the Company issued as per the terms of the Company’s Employee Incentive
Plan (“EIP”) 14,346,425 fully paid ordinary shares following the conversion of performance rights
into shares on vesting.
On 1 February 2022 the Company issued a further 2,739,588 fully paid ordinary shares following
the conversion of another allotment of performance rights on vest.
(v)
(vi) On 1 April 2022 the Company issued 185,000,000 fully paid ordinary shares at an issue price of
$0.22 per share to sophisticated and institutional investors through a placement which raised
$40.7 million of funding for the Etango Project.
(vii) On 27 April 2022 the Company issued 68,180,913 fully paid ordinary shares at an issue price of
$0.22 per share to shareholders pursuant to a Share Purchase Plan. This issue of shares provided
a further $15 million in working capital for the Company.
(b)
Share options on issue:
The movements in share options during the period were as follows:
Expiry Dates
Exercise
Price
Balance
1 Jul 21
Granted
Exercised
Expired /
Cancelled
Balance
30 Jun 22
Vested
30 Jun 22
15 November 2021
A$0.072
8,597,400
15 November 2022
A$0.059
4,338,800
15 November 2023
A$0.050
9,559,200
-
-
-
(8,597,400)
(2,000,000)
(2,000,000)
15 November 2024
A$0.45
-
1,387,800
-
Weighted average exercise price ($)
Average life to expiry (years)
22,495,400
1,387,800
(12,597,400)
0.06
0.66
0.45
2.38
0.66
0.28
--
-
-
-
-
-
-
-
-
2,338,800
2,338,800
7,559,200
7,559,200
1,387,800
11,285,800
9,898,000
0.20
1.29
0.05
1.14
The share options above have performance hurdles linked to minimum service periods.
Key management held 10,785,800 share options as at 30 June 2022 with an average exercise price of A$0.08 per
share and an average life to expiry of 1.24 years.
(c)
Share rights on issue
The movement in share rights during the period were as follows:
Vesting Dates
Balance
1 Jul 21
Granted
Vested
Forfeited
15 November 2021
14,870,853
-
(14,346,425)
(524,428)
1 February 2022
-
15 November 2022
15,823,449
17 March 2023
-
203,500
575,600
384,496
(203,500)
-
(698,590)
(1,093,019)
14,607,440
-
-
384,496
15 November 2023
16,868,300
1,738,600
(1,837,498)
(557,070)
16,212,332
15 November 2024
-
3,405,800
-
-
3,405,800
47,562,602
6,307,996
(17,086,013)
(2,174,517)
34,610,068
Average life to vesting (years)
0.61
1.74
-
-
1.05
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
48
Balance
30 Jun 22
-
-
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Note: Share rights have no exercise price.
All share rights have been issued in accordance with the shareholder approved Employee Incentive Plan and Non-
Executive Director Share Incentive Plan, and vest into shares for no consideration on the completion of minimum
service periods and, in certain cases, the achievement of specified vesting hurdles related to the Company’s
relative share price performance, internal business targets and/or personal performance.
Key management held 30,063,591 share rights as at 30 June 2022 with an average life to vesting of 1.11 years.
Terms of Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of 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.
15. RESERVES
Share-based payment reserve
Foreign currency translation reserve
Equity reserve
Consolidated
2022
$'000
2021
$'000
(a)
(b)
(c)
59,566
(32,796)
(1,418)
58,465
(30,364)
(1,377)
TOTAL RESERVES
25,352
26,724
(a) Share-based Payment Reserve
Balance at the beginning of the reporting period
Share-based payment vesting expense during the period
Balance at the end of the reporting period
58,465
1,101
59,566
57,691
774
58,465
The Share-based Payment Reserve is used to recognise the value of equity-settled share-based payment
transactions for the acquisition of project interests and the provision of share-based incentives to key
management, employees and consultants.
(b) Foreign Currency translation reserve
Reserves at the beginning of the reporting period
Currency translation differences arising during the year
Balance at the end of the reporting period
(30,364)
(2,432)
(32,796)
(35,274)
4,910
(30,364)
The Foreign Currency Translation Reserve is used to record exchange differences arising on translation of the
Group entities that do not have a functional currency of Australian dollars and have been translated into Australian
dollars for presentation purposes.
As per the Statement of Comprehensive Income, the foreign currency translation loss arising for the year ended
30 June 2022 amounted to $2,450,753 loss (2021: $4,931,060 gain), allocated between non-controlling interests
of $17,963 (2021: $21,703 gain) and the Group of $2,432,790 (2021: $4,909,357 loss). Over the year, the Namibian
dollar weakened against the Australian dollar, with a movement of approximately 4% from the rate as at 30 June
2021 (A$1.00:N$10.74) to the rate as at 30 June 2022 (A$1.00:N$11.23).
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
49
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(c) Equity reserve
Reserves at the beginning of the reporting period
Movements in equity due to inequitable capital contributions provided
to subsidiary Bannerman Mining Namibia Pty Ltd
Balance at the end of the reporting period
Consolidated
2022
$'000
2021
$'000
(1,377)
(41)
(1,418)
(1,441)
64
(1,377)
The equity reserve relates to the Company’s equity in its subsidiary Bannerman Mining (Namibia) Pty Ltd, with
current year movements relating inequitable share holder capital contributions provided to Bannerman Mining
Namibia Pty Ltd (subsidiary).
16. FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise cash and short term deposits, other receivables, and trade
payables.
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Group
as at 30 June 2022.
Financial assets
Cash and cash equivalents
Other Assets
Other receivables
Total
Financial liabilities
Trade and other payables
Lease liability
Total
51,930
7,301
103
59,334
1,019
16
1,035
12,455
-
31
12,486
193
16
209
Financial risk management objectives and policies
The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include the monitoring of levels of exposure to interest rates and foreign exchange risk and assessments of market
forecasts for interest rate and foreign exchange prices. Liquidity risk is monitored through the development of
future rolling cash flow forecasts and financing plans.
The Board reviews and agrees policies for managing each of the above risks and they are summarised below:
(a)
Interest Rate Risk
Interest rate risk is managed by obtaining competitive commercial deposit interest rates available in the market
from major Australian financial institutions.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
50
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
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
2022
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over
1 to 5 years
$'000
Total
$'000
Financial instruments
Cash
Other Assets
Trade and other payables
Lease liability
Weighted average interest rate
1,565
7,301
-
-
8,866
50,365
-
(5)
(16)
50,344
-
-
-
-
-
51,930
7,301
(5)
(16)
59,210
0.67%
Consolidated
2021
Floating
Interest Rate
$'000
Fixed Interest
maturing in 1
year or less
$'000
Fixed Interest
maturing over
1 to 5 years
$'000
Total
$'000
Financial instruments
Cash
Trade and other payables
Lease liability
Weighted average interest rate
14
-
-
14
12,441
(2)
(16)
12,423
-
-
-
-
12,455
(2)
(16)
12,437
0.28%
The following table summarises the impact of reasonably possible changes in interest rates for the Group at 30
June 2022. The sensitivity analysis is based on the assumption that interest rates change by 1% with all other
variables remaining constant. The 1% sensitivity is based on reasonably possible changes over a financial year,
using the observed range of actual historical rates for the preceding 5-year period and management’s expectation
of short-term future interest rates.
Impact on post-tax gain/(loss):
1% increase
1% decrease
There is no impact on other reserves in equity for the Group.
(b) Foreign Currency Risk
2022
$'000
373
(373)
Consolidated
2021
$'000
92
(92)
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency
that is not the functional currency of the relevant Group company.
The Group’s deposits are largely denominated in Australian dollars. Currently there are no foreign exchange
hedge programs in place. The Group manages the purchase of foreign currency to meet operational
requirements.
The impact of reasonably possible changes in foreign exchange rates for the Group is not material.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
51
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
(c) 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 dealing only with counter parties that have acceptable
credit ratings. Cash is held in financial institutions with credit ratings of A or higher (Standard and Poor’s). The
Company obtains sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults.
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. For the remaining financial assets, there are no
significant concentrations of credit risk within the Group and financial instruments are being spread amongst
highly rated financial institutions and related parties to minimise the risk of default of counterparties.
(d) Liquidity
Liquidity is monitored through the development of monthly expenditure and rolling cash flow forecasts. Short
term liquidity is managed on a day-to-day basis by the finance management team including the use of weekly
cash forecasts.
The risk implied from the values shown in the table below reflects a balanced view of cash outflows:
Financial Liabilities
2022
Trade and other payables
Lease liability
Total
2021
Trade and other payables
Lease liability
Total
17. LOSS PER SHARE
<6 months
$’000
6-12 months
$’000
1– 5 years
$’000
Total
$’000
1,019
13
1,033
193
16
209
-
2
2
-
-
-
-
-
-
-
-
-
1,019
16
1,035
193
16
209
Basic and diluted loss per share to the ordinary equity holders of the Company
(cents per share)
Consolidated
2022
(2.70)
2021
(2.10)
$'000
$'000
Loss used in the calculation of weighted average basic and dilutive loss per share
(3,481)
(2,277)
Weighted average number of ordinary shares outstanding during the period used
in the calculation of basic loss per share.
Number of
Shares
'000
Number of
Shares
'000
127,958
110,976
Number of share options / performance rights issued that could be potentially
dilutive but are not included in diluted EPS as they are anti-dilutive for the periods
presented.
4,590
7,006
Please note that the basic and diluted loss per share to the ordinary equity holders is calculated based on the
consolidated number of shares on issue on 30 June 2022 (the consolidated balances have been applied
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
52
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
retrospectively to 2021 comparatives). For information on the consolidation of equity securities, please refer to
Note 22 “Events subsequent to reporting date”.
Please note that a contingent issue of 4,000,000 shares issuable as consideration to settle a litigation claim may be
potentially dilutive if the Company is granted a Mining License. An application for the license was lodged on 4
August 2022 and it is probable that it may be granted within 12 months. Please refer to note 13(c) for information
relating to this settlement.
There have been no other conversions to or subscriptions for ordinary shares or issues of potential ordinary shares
since the balance date and before the completion of this report.
18. CASH FLOW INFORMATION
Consolidated
2022
$'000
2021
$'000
(a)
Reconciliation from the net loss after tax to the net cash flow
from operating activities
Loss after income tax
(3,481)
(2,277)
Non-cash flows in operating loss
Depreciation
Share-based payments
Realised loss on disposal of fixed assets
Interest accrued
Changes in assets and liabilities
(Increase) / decrease in receivables and prepayments
Increase / (decrease) in trade and other creditors and accruals
(Decrease) / Increase in provisions
32
1,086
3
20
(121)
245
23
35
774
-
10
24
(39)
32
Net cash outflows from Operating Activities
(2,193)
(1,441)
19. COMMITMENTS
a)
Exploration and evaluation expenditure
Bannerman currently holds Exclusive Prospecting Licence 3345 (EPL 3345) in Namibia, which is valid until 26 April
2023 and Mineral Deposit Retention Licence 3345 (MDRL 3345), which is valid until 26 April 2023. Both are subject
to renewal by the Namibian Ministry of Mines and Energy thereafter.
In order to maintain current rights of tenure to EPL3345, the Group has exploration and evaluation expenditure
obligations up until the expiry of that licence on 26 April 2023. The Company has already exceeded the final year
committed expenditure requirements of N$1,400,000, therefore the Company has no further financial
commitments other than to keep the project in good standing. The following stated obligations, which are subject
to renegotiation upon expiry of the current licences, are not provided for in the financial statements and represent
a commitment of the Group:
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2021
$'000
144
107
-
251
2022
$'000
-
-
-
-
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
53
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
If the Group decides to relinquish EPL 3345, and/or does not meet these minimum expenditure obligations or
obtain appropriate waivers, assets recognised in the Consolidated Statement of Financial Position may require
review to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to
third parties will reduce or extinguish these obligations.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
54
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
20. SHARE-BASED PAYMENT PLANS
Recognised employee share-based payment expenses
Total expense from share-based payment transactions during the year are shown in the table below:
Staff share-based payments
Consultant share-based payments
Total share-based expense attributable to the Statement of
Comprehensive Income
Consultant share-based payments (capitalised as exploration and
evaluation expenditure)
Total share-based payments issued during financial period
Types of share-based payment plans
Employee Incentive Plan ("EIP")
Consolidated
2021
$'000
661
113
774
-
774
2022
$'000
977
109
1,086
15
1,101
Performance rights are granted to all employees and select consultants critical to the successful of the Company.
The EIP is designed to align participants' interest with those of shareholders by enabling employees to access the
benefits of an increase in the value of the Company's shares. The vesting of a percentage of the performance
rights (Market Performance Tranche) is subject to the Company’s relative Absolute Shareholder Return (“ASR”) as
measured by share price performance over the two-year period from 30 June of the issue year of the performance
rights, compared with the price used to determine the number of Performance Rights. The vesting of the remaining
portion (Operational Tranche) is subject to the attainment of defined individual and group performance criteria
(Operational Test), chosen to align the interests of employees with shareholders, representing key drivers for
delivering long term value. Group and individual performance measures are weighted and specify performance
required to meet or exceed expectations. The performance measures for performance rights related to:
Safety - total recordable incidents and significant environmental incidents.
•
• Operational – execution of company development and operational plans.
•
• Regulatory - obtaining timely renewal of licences.
•
Corporate - execution of transactions mandated by the Board.
Capital - maintaining adequate working capital and achieving operating budgets.
The Performance Rights (Market Performance Tranche) are subject to an Absolute Shareholder Return (ASR)
hurdle. The ASR is based on the Company’s absolute total Shareholder return compared with the price used to
determine the number of Performance Rights (being the 20 Day VWAP as at 30 June of the issue year) and is
tested at the end of two years from 30 June of the issue year to determine the proportion of the Market
Performance Tranche that vest. The vesting schedule is as follows:
ASR Vesting Schedule
ASR performance outcome
Negative performance
Between 0 and 20% compounding per annum
At or above the 20%
Percentage of award that will vest
0%
Scale applicable between 0 and 100%
100%
Vested Performance Rights are subject to ongoing employment obligations. Performance rights that do not vest
will be cancelled.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
55
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
When a participant ceases their employment or service prior to the vesting of their rights, the rights are generally
forfeited unless cessation of employment is due to termination initiated by the Group (except for termination with
cause) or death. In the event of a change of control, the performance period end date will be bought forward to
the date of change of control and rights will vest. The Company prohibits executives from entering into
arrangements to protect the value of unvested EIP awards.
Non-Executive Director Share Incentive Plan ("NEDSIP")
Non-executive directors' remuneration includes initial and annual grants of share options or share rights (under
the NEDSIP). Share options and share rights granted to non-executive directors are not subject to performance
hurdles. They have been issued as an incentive to attract experienced and skilled personnel to the Board.
Summary of share options granted under NEDSIP and EIP arrangements
2022
#
2022
WAEP1
2021
#
2021
WAEP1
Outstanding at beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at end of the year
22,495,400
1,387,800
(12,597,400)
-
11,285,800
0.06
0.45
0.07
-
0.10
26,667,400
9,559,200
-
(13,731,200)
22,495,400
0.07
0.05
-
0.07
0.06
1 Weighted Average Exercise Price ($/share)
Summary of performance rights granted under NEDSIP and EIP arrangements
2022
#
2021
#
47,562,602
6,307,996
(17,086,013)
(2,174,517)
34,610,068
41,475,130
22,966,200
(16,070,366)
(808,363)
47,562,602
Outstanding at beginning of the year
Granted during the year
Vested during the year
Forfeited during the year
Outstanding at end of the year
Weighted average remaining contractual life
The weighted average remaining contractual life as at 30 June 2022 was:
•
•
Share options
Performance rights
1.29 years (2021: 1.42 years).
1.05 years (2021: 1.42 years).
Range of exercise price
The range of exercise prices for share options outstanding as at 30 June 2022 was $0.05 - $0.45 (2021: $0.05 -
$0.072). The weighted average exercise price for share options outstanding as at 30 June 2022 was $0.10 (2021:
$0.06) per share option.
Weighted average fair value
The weighted average fair value for the share options granted during the year was $0.12 (2021: $0.02) per share
option. The weighted average fair value for the performance rights granted during the year was $0.26 (2021:
$0.03) per performance right.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
56
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Share options / performance rights pricing model
Equity-settled transactions
The fair value of the equity-settled share options granted under the NEDSIP and EIP is estimated as at the date of
grant using a Black-Scholes option price calculation method taking into account the terms and conditions upon
which the share options/rights were granted. A Monte Carlo simulation is applied to fair value the ASR element.
In accordance with the rules of the EIP, the model simulates the Company's ASR to produce a theoretical value
relative to share performance. This is applied to the grant to give an expected value of the ASR element.
Pricing model inputs used for the year ended 30 June 2022:
NEDSIP
Annual Grant
Rights
NEDSIP/EIP
Annual Grant
Share Options
EIP
Annual Grant
Rights
EIP
Annual Grant
Rights
EIP
Annual
Grant
Rights
Grant date
19 Nov 2021
19 Nov 2021
19 Nov 2021
15 Dec 2021
4 Apr 2022
Dividend Yield (%)
Expected volatility (%)
Risk- Free interest rate (%)
Expected life of Share
Options / Rights (years)
Share price at
measurement date ($)
0%
70%
0%
70%
0%
70
0%
70%
0.95%
0.954
0.954
0.939
0%
70%
2.39%-
2.49%
3 years
1 year
3 years
2 years
2-3 years
0.119
0.32
0.263-0.320
0.226-0.280
0.148-0.22
Pricing model inputs used for the year ended 30 June 2021:
NEDSIP/EIP
Annual Grant
Share Options
NEDSIP
EIP
Annual Grant
Rights
Annual Grant
Rights
EIP
Annual Grant
Rights
Grant date
Dividend Yield (%)
Expected volatility (%)
Risk- Free interest rate (%)
Expected life of Share Options / Rights
(years)
20 Nov 2021
20 Nov 2022
20 Nov 2021
1 Dec 2021
0%
70%
0.11%
3 years
0%
70%
0.11%
1 years
0%
70%
0.11%
3 years
0%
70%
0.11%
2 year
Share price at measurement date ($)
0.039
0.039
0.0256
0.0356-0.048
21. SEGMENT INFORMATION
The Group has identified its operating segment based on the internal reports that are reviewed and used by the
CEO and the management team in assessing performance and in determining the allocation of resources.
The Group is undertaking development studies and exploring for uranium resources in southern Africa, and hence
the operations of the Group represent one operating segment.
The accounting policies applied for internal reporting purposes are consistent with those applied in the preparation
of the financial statements. The Group considers the segment assets and liabilities to be consistent with those
disclosed in the financial statements.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
57
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
The analysis of the location of non-current assets other than financial instruments is as follows:
Australia
Namibia
Total Non-current Assets
22. EVENTS SUBSEQUENT TO REPORTING DATE
Consolidated
2022
$'000
79
60,348
60,427
2021
$'000
82
54,359
54,441
On the 18 July 2022 the Company held a General Meeting of Shareholders to approve a consolidation of equity
securities, all resolutions were carried.
Pursuant to the general meeting, on 21 July 2022 the Company performed the consolidation of its equity securities.
The securities were consolidated on the basis that every 10 securities were consolidated into 1 security, with
fractions being rounded up to the next whole number. The table below specifies the compilation of the Company’s
equity securities pre-consolidation and post-consolidation.
Securities:
ordinary
paid
Fully
shares
Performance rights
Pre-consolidation
1,487,682,104
Post-consolidation
148,769,871
34,610,067
3,461,009
Options
2,338,800 exercisable at $0.059/share
and expiring on 15 November 2022
233,880 exercisable at $0.59/share and
expiring on 15 November 2022
7,559,200 exercisable at $0.05 and
expiring on 15 Nov 2023
755,920 exercisable at $0.50/share and
expiring on 15 November 2023
1,387,800 exercisable at $0.45/share and
expiring on 14 November 2024
138,780 exercisable at $4.50/share and
expiring on 14 November 2024
On 4 August the Company announced that it had lodged an application with the Ministry of Mines and Energy
(“MME”) in Namibia for a Mining License (“ML”) for the proposed Etango-8 uranium mine. The Company have
now commenced the engagement process with the MME.
On 15 August 2022, the Company issued 846,337 fully paid ordinary shares at an issue price of $2.00 per share
finalising the agreement to acquire 41.8% of the issued capital of Namibia Critical Metals (“NCM” from major
shareholders. In addition to the shares paid, part of the agreement was to provide a cash payment into a trust
account in preparation for completion of $7,236,179 in June 2022. Funds held in trust were released to the vendors
at completion in August.
Other than the matter above no other matters or circumstances have arisen since the end of the financial period
which significantly affected or may significantly affect the operations of the Consolidated Entity, the results of
those operations, or the state of affairs of the Consolidated Entity in future financial years.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
58
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
23. RELATED PARTY INFORMATION
Subsidiaries
The consolidated financial statements include the financial statements of Bannerman Energy Ltd and the
subsidiaries listed in the following table:
Name
Bannerman Mining Resources (Namibia) (Pty) Ltd
Bannerman Energy (UK) Limited
Bannerman Investments Pty Ltd (incorporated 3 June 2022)
Bannerman Energy Canada Ltd (incorporated 6 June 2022)
Country of
incorporation
Namibia
United Kingdom
Australia
Canada
% Equity Interest
2022 2021
95
100
100
100
95
100
-
-
Ultimate Parent
Bannerman Energy Ltd is the ultimate Australian parent entity and the ultimate parent of the Group.
Compensation of Key Management Personnel by Category:
Short-term employee benefits
Post-employment benefits
Share-based payments
2022
2021
1,242,956
75,820
881,737
2,200,513
991,753
53,025
601,870
1,646,648
Transactions with related entities:
Transactions between related parties are on commercial terms and conditions, no more favourable than those
available to other parties unless otherwise stated. There were no transactions with related entities during the
period.
24. PARENT ENTITY INFORMATION
a.
Information relating to Bannerman Energy Ltd:
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated loss
Shared based payment Reserve
Equity Reserve
Total shareholders’ equity
Profit/(loss) of the parent entity
Total comprehensive profit/(loss) of the parent entity
58,953
124,800
592
592
208,798
(148,193)
59,566
4,037
124,208
8,890
8,890
12,442
75,825
192
192
152,434
(139,303)
58,465
4,037
75,633
2,699
2,699
b. Details of any guarantees entered into by the parent entity in relation to the debts of its subsidiaries
There are no guarantees entered into to provide for debts of the Company's subsidiaries. The parent entity has
provided a letter to BMRN evidencing the parent’s intent to meet the financial obligations of BMRN for the period
1 July 2021 to 30 June 2022.
c. Details of any contractual commitments by the parent entity for the acquisition of property, plant, or
equipment
There are no contractual commitments by the parent entity for the acquisition of property, plant and equipment
as at reporting date.
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
59
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
25. MATERIAL PARTLY-OWNED SUBSIDIARIES
Financial information of subsidiaries that have material non-controlling interests are provided below:
Proportion of equity interest held by non-controlling interests:
Name
Country of
incorporation
Bannerman Mining Resources (Namibia) (Pty) Ltd
Namibia
Accumulated balances of material non-controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
Loss allocated to material non-controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
2022
5%
$’000
(57)
2021
5%
$’000
(47)
(30)
(23)
In March 2017, the Company entered into a Subscription Agreement with the One Economy Foundation to become
a 5% loan-carried shareholder in the Etango Project. As part of the Subscription Agreement, Bannerman Mining
Resources (Namibia) (Pty) Ltd (BMRN) issued 5% of its ordinary share capital to the One Economy Foundation for
par (nominal) value. The One Economy Foundation will be free carried for all future project expenditure including
pre-construction and development expenditure, with the loan capital and accrued interest repayable from future
dividends.
The summarised financial information of the subsidiary is provided below. This information is based on amounts
before inter-company eliminations.
Bannerman Mining Resources (Namibia) (Pty) Ltd
Summarised statement of comprehensive income:
Other income
Administrative expenses
Loss before tax
Income tax
Loss for the year
Other comprehensive income/(loss)
Total comprehensive income/(loss)
Attributable to non-controlling interests
Attributable to equity holders of parent
Bannerman Mining Resources (Namibia) (Pty) Ltd
Summarised statement of financial position:
Cash and bank balances and receivables (current)
Property, plant and equipment and receivables (non current)
Exploration and evaluation expenditure (non current)
Other receivables (non current)
Trade and other payables (current)
Provisions (current)
Other payables (non current)
Provisions (non-current)
Total equity
Attributable to:
Equity holders of parent
Non-Controlling interest
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
2022
$’000
27
(636)
(609)
-
(609)
(359)
(968)
(48)
(92)
2022
$’000
461
61
56,100
441
(515)
(1,226)
(47,353)
(298)
7,671
7,728
(57)
2021
$’000
13
(490)
(476)
-
(476)
824
348
(2)
350
2021
$’000
76
59
50,230
260
(79)
(34)
(45,938)
(295)
4,279
4,326
(47)
60
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Summarised cash flow information:
Operating
Investing
Financing
Effect of movement in exchange rates on cash held
Net (decrease) / increase in cash and cash equivalents
2022
$’000
(399)
(2,732)
3,550
(72)
347
2021
$’000
(300)
(1,259)
1,533
(4)
(30)
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
61
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
DIRECTORS' DECLARATION
In accordance with a resolution of the directors of Bannerman Energy Ltd, I state that:
1. In the opinion of the directors:
(a) The financial statements, notes and additional disclosures included in the directors’ report designated as
audited, of the Group are in accordance with the Corporations Act 2001, including:
i)
ii)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and its
performance for the year ended on that date.
Complying with Accounting Standards and Corporations Regulations 2001.
(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed
in Note 1; and
2. This declaration has been made after receiving the declarations required to be made to the directors in
accordance with s295A of the Corporations Act 2001 for the financial year ended 30 June 2022.
On behalf of the Board
Brandon Munro
Managing Director & CEO
Perth 23 September 2022
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
62
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor’s report to the members of Bannerman Energy Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Bannerman Energy Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at
30 June 2022, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated cash flow statement for the year then ended, notes to the financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations
Act 2001, including:
a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022
and of its consolidated financial performance for the year ended on that date; and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For the matter below, our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to this matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
2
Carrying amount of capitalised exploration and evaluation assets
Why significant
How our audit addressed the key audit matter
As disclosed in Note 11 to the financial report,
the Group held capitalised exploration and
evaluation assets of $60,348,000 as at 30 June
2022.
The carrying amount of exploration and
evaluation assets is assessed for impairment by
the Group when facts and circumstances
indicate that an exploration and evaluation asset
may exceed its recoverable amount.
The determination as to whether there are any
indicators to require an exploration and
evaluation asset to be assessed for impairment,
involves a number of judgements including
whether the Group will be able to maintain
tenure, perform ongoing expenditure and
whether there is sufficient information for a
decision to be made that the area of interest is
not commercially viable. During the year, the
Group determined that there had been no
indicators of impairment.
Given the size of the balance and the
judgemental nature of impairment indicator
assessments associated with exploration and
evaluation assets, we consider this a key audit
matter.
We evaluated the Group’s assessment as to
whether there were any indicators of
impairment to require the carrying amount of
exploration and evaluation assets to be tested
for impairment. Our audit procedures included
the following:
• Considered the Group’s right to explore
in the relevant exploration area which
included obtaining and assessing
supporting documentation such as
license agreements and correspondence
with relevant government agencies.
• Considered the Group’s intention to
carry out significant exploration and
evaluation activities in the relevant
exploration area which included
assessing whether the Group’s cash-flow
forecasts provided for expenditure for
planned exploration and evaluation
activities, and enquiring with senior
management and Directors as to the
intentions and strategy of the Group.
• Considered the Group’s assessment of
whether the commercial viability of
extracting mineral resources had been
demonstrated and whether it was
appropriate to continue to classify the
capitalised expenditure for the area of
interest as an exploration and evaluation
asset.
• Assessed the adequacy of the financial
report disclosure contained in Note 11
of the financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
3
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 annual report, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
4
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
5
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended
30 June 2022.
In our opinion, the Remuneration Report of Bannerman Energy Limited for the year ended
30 June 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Gavin A Buckingham
Partner
Perth
23 September 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ADDITIONAL SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2022
ADDITIONAL SHAREHOLDER INFORMATION
Additional information required by the Australian Securities Exchange Listing Rules and not disclosed elsewhere
in this report is set out below. The information was applicable as at 16 September 2022 (Post Consolidation).
Distribution of Equity Securities
There were 658 holders of less than a marketable parcel of ordinary shares. The number of shareholders by size
of holding is set out below:
Fully Paid Ordinary Shares
Size of Holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
TOTALS
Number of
holders
Number of shares
2,388
2,564
862
1,007
94
6,915
1,095,281
6,837,745
6,560,565
28,074,782
107,047,835
149,616,208
Unlisted Share options and Performance Rights
Share options
Performance Rights
Number of
holders
Number of share
options
Number of
holders
Number of performance
rights
-
-
-
1
2
3
-
-
-
50,000
1,078,580
1,128,580
-
1
3
10
4
18
-
2,113
21,228
304,107
3,133,559
3,461,007
Size of Holding
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
TOTALS
Substantial Shareholders
An extract of the Company’s register of substantial shareholders (who held 5% or more of the issued capital) is
set out below:
Shareholder
Nil
Number of
shares
Percentage
Held
Date of last
lodgement
-
-
-
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
68
ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
Top 20 Shareholders
The top 20 largest shareholders are listed below:
Name
Number of Shares Percentage Held %
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BUTTONWOOD NOMINEES PTY LTD
RETZOS EXECUTIVE PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
WASHINGTON H SOUL PATTINSON & CO LTD
WIDERANGE CORPORATION PTY LTD
SEQUOI NOMINEES PTY LTD
UBS NOMINEES PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
MR WERNER EWALD
PHILCO ONE HUNDRED AND NINETY TWO (PTY) LTD
MRS ORIEL GORDON
ONEDIGGER PTY LTD
BNP PARIBAS NOMINEES PTY LTD
TOTAL TOP 20 HOLDERS
TOTAL NON-TOP 20 HOLDERS
TOTAL
Voting Rights
Ordinary Shares
20,542,406
17,361,976
15,213,675
9,055,400
6,462,729
4,256,157
4,073,070
2,377,567
1,363,637
1,269,541
1,200,000
1,199,541
1,094,964
881,007
863,536
800,000
773,428
666,934
649,143
588,900
90,693,611
58,922,597
13.73
11.60
10.17
6.05
4.32
2.84
2.72
1.59
0.91
0.85
0.80
0.80
0.73
0.59
0.58
0.53
0.52
0.45
0.43
0.39
60.62
39.38
149,616,208
100.00
For all ordinary shares, voting rights are on a show of hands whereby every member present in person or by
proxy shall have one vote and upon a poll, each share shall have one vote.
Share options and Performance Rights
There are no voting rights attached to share options and performance rights.
Stock Exchanges
Bannerman has a primary listing of its ordinary shares on the Australian Securities Exchange (ASX code: BMN)
and has additional listings of its ordinary shares on the Namibian Stock Exchange (NSX code: BMN) and on OTCQB
Venture Market (OTCQB code: BNNLF).
Mineral Licence Schedule
The mineral licence schedule for the Group is tabulated below:
Licence
Type/No.
Grant
Date
Expiry
Date
Holder
EPL 3345
27-Apr-2006
26-Apr-2023
MDRL
3345
7-Aug-2017
N/A (under ML
application)
Bannerman Mining Resources
(Namibia) (Pty) Ltd
Bannerman Mining Resources
(Namibia) (Pty) Ltd
Area
(Ha)
4,708
7,295
Country in which the
Licence is held
Namibia
Namibia
BANNERMAN ENERGY LTD
2022 ANNUAL REPORT
69