Bannerman Energy Ltd
and Controlled Entities
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2023
Bannerman Energy Ltd
Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008
PO Box 1973, Subiaco, Western Australia 6008
W bannermanenergy.com
T +61 8 9381 1436
E info@bannermanenergy.com
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
Alison Terry
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 17
221 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
2023 ANNUAL REPORT
TABLE OF CONTENTS
Chairman’s Letter to Shareholders ............................................................................................................................ 1
Board of Directors and Executives ............................................................................................................................. 3
Directors’ Report ...................................................................................................................................................... 7
Auditor’s Independence Declaration ....................................................................................................................... 16
Remuneration Report (audited) .............................................................................................................................. 17
Consolidated Statement of Comprehensive Income ................................................................................................ 29
Consolidated Statement of Financial Position .......................................................................................................... 30
Consolidated Cash Flow Statement ......................................................................................................................... 31
Consolidated Statement of Changes in Equity ......................................................................................................... 32
Notes to the Financial Statements ........................................................................................................................... 33
Directors’ Declaration ............................................................................................................................................. 65
Independent Auditor’s report to the members of Bannerman Energy ltd ................................................................. 66
Additional Shareholder Information ........................................................................................................................ 71
ABOUT BANNERMAN ENERGY
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. On 15 August 2022, 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 offers 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.
In December 2022, the Etango-8 Definitive Feasibility Study was completed confirming the strong technical and
economic viability of conventional open pit mining and heap leach processing of the world-class Etango deposit at
8Mtpa throughput3.
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.
3 Refer Bannerman’s ASX release dated 6 December 2022, Etango-8 Definitive Feasibility Study.
BANNERMAN ENERGY LTD
i
2023 ANNUAL REPORT
CHAIRMAN’S LETTER TO SHAREHOLDERS
Dear Fellow Shareholder,
I am pleased to report that the financial year 2023 has seen your Company safely achieve many important milestones
towards constructing our Etango Uranium Project.
Accomplishments this year have included the receipt of all outstanding Environmental Clearance Certificates, and
National Heritage consents with the Project now fully permitted in this regard, the lodgement of our application to
the Namibian Ministry of Mines and Energy for the granting of the Etango Mining Licence in August 2022, and
completion of the Etango-8 Definitive Feasibility Study in December 2022.
In February 2023, Bannerman won the African Mining Indaba’s ESG Forum Award for Community Engagement in
recognition of its Early Learner Assistance Program (ELA Program) in Namibia. Mining Indaba, in its 29th year, is the
largest African Mining conference, ranking its ESG Forum Award as one of the most important Environment Social
Governance (ESG) awards in the world.
Progress on the Front-End Engineering and Design (FEED) and selected early works projects has continued to schedule,
with additional metallurgical test work confirming the metallurgical parameters for the design work and completion
of the detailed mine design enabling the finalisation of contract mining requests-for-quotation.
Parallel uranium marketing and project finance workstreams have also progressed.
We announced three strategic appointments during the year to support the Company's next development phase.
In October 2022, Ms Alison Terry was appointed non-executive director of the Company. Alison is also Chair of the
Sustainability Committee and a member of the Remuneration, Nominations, and Corporate Governance Committee.
Alison brings considerable senior executive experience, with a deep understanding of sustainability, ESG dynamics,
legal and corporate affairs, and the complexities of significant operations.
Mr Gavin Chamberlain joined the Bannerman team as the Chief Operating Officer (COO) in February 2023. With over
30 years of leadership experience in the global mining industry, he has a proven track record in construction,
engineering, and project management, especially in the southern African mining industry. Before joining Bannerman,
Gavin served as the COO of Kore Potash Limited, where he played a crucial role in advancing large-scale potash projects
in the Sintoukola district of the Republic of Congo. He oversaw all internal and external project teams and maintained
key relationships with lenders and equity investors. Before that, he worked as the Regional Director of Mining and
Minerals Africa at AMEC Foster Wheeler (now Wood plc) and was the Project Director for developing the US$2 billion
Husab Uranium Project in Namibia, which is now one of the world's largest operating uranium mines.
In June 2023, we announced that Ms. Olga Skorlyakova was appointed Vice President of Market Strategy, responsible
for the Company's nuclear industry marketing strategy and uranium sales. Olga is a highly accomplished nuclear
industry executive with deep professional experience ranging from business development in the nuclear fuel sector
to selling enrichment services. She brings a breadth of sector understanding and an extensive network of relationships
formulated over her 15 years working within the nuclear and uranium industries.
This year saw growing positive public sentiment amidst a raft of global policy announcements favouring more
significant deployment of nuclear energy due to the deepening global energy crisis and the broader effects of the war
in Ukraine. Supply disruptions, the increase in demand for electrification, and the economic and human cost of soaring
energy prices have focused on the crucial requirement for energy to be secure, reliable, affordable, and clean.
With increasing awareness that nuclear is the only energy source that can continuously supply emission-free electricity
at a consistently high level, the demand side is gaining momentum. This year saw most nuclear power nations,
including China, India, Japan, Great Britain, France, and the USA, restarting, extending the operating life, in many cases
by more than 60 years (USA 80 years), or commencing the building of new nuclear reactors.
Today, there are approximately 437 operable nuclear reactors worldwide, 60 reactors under construction, and 100
units in an advanced planning stage. China represents the lion’s share of new construction and is already well down
the path of successfully building ten new reactors yearly for the next 15 years. This growth in activity is compounded
by nearly 30 other emerging nuclear energy countries across Europe, the Middle East, Africa, Central and South
America, Asia, and Oceania, which have begun the process of planning, proposing, or constructing their first reactors.
BANNERMAN ENERGY LTD
1
2023 ANNUAL REPORT
CHAIRMAN’S LETTER TO SHAREHOLDERS (CONTINUED)
Although the present focus is on large nuclear reactors, soon it will be the emerging ‘Small Modular Reactors,' or
SMRs, which can be assembled in factories, transported, and installed at almost any desired location and will further
propel the demand for uranium.
While the uranium sector still has some additional production capacity, it will take many new mines to meet what the
World Nuclear Association expects will be an extra 3% to 4% per year increase in demand over the next twenty years.
It is also important to note that new uranium mines take at least ten years from the discovery of a deposit through
permitting and construction to the start of production.
This increasing supply deficit, the growing impact of sanctions applied to Russia (which enriches about 45% of global
uranium production), and the more recent geopolitical instability in major uranium producer Niger is seeing several
US and non-US utilities manage supply risk by exercising favourable ‘flex options’ within their existing contracts –
slowly adding inventory and progressing off-market discussions with alternative potential suppliers.
This year, we also undertook two key strategic capital market initiatives to optimally position the Company for future
project funding during the year.
The first was in July 2022, when shareholders approved the proposed consolidation of Bannerman’s issued capital
through the conversion of every ten (10) existing shares into one (1) share (Consolidation). The Consolidation was to
reduce Bannerman's capital structure (share count) to a level that better reflects the advanced stage of its Etango
Uranium Project and to potentially make the Company’s shares more attractive to certain investors, including
institutional and retail investors in North America.
The second was in September 2022 when Bannerman shares commenced trading on the OTCQX® Best Market, having
been upgraded to OTCQX from the OTCQB® Venture Market, enabling the Company to build visibility among North
American investors.
On 15 August 2022, Bannerman completed the previously announced acquisition of a 41.8% shareholding in TSX
Venture Exchange-listed Namibia Critical Metals Inc. (TSX-V: NMI) (NMI). This shareholding gives us a significant
indirect stake in NMI’s flagship asset, the 95%-owned, advanced, and fully permitted Lofdal Heavy Rare Earths Project
in Namibia.
The Lofdal Project, being the subject of an earn-in agreement with leading global resource strategic partner, Japan Oil,
Gas and Metals National Corporation (JOGMEC), is a globally significant development for potential future Heavy Rare
Earth Elements (HREE) supply, in particular the crucial need for dysprosium and terbium in the production of
permanent magnets.
On 3 October 2022, NMI announced the results of its Preliminary Economic Assessment (PEA) for the significantly
expanded Lofdal HREE Project “2B-4”. On the conservative assumption that Lofdal would be 100% equity financed,
highlights from the PEA included a US$391 million after-tax NPV and 28% IRR over a 16-year mine life.
With your Company continuing to maintain its unwavering focus on cost control, project timeliness, and responsible
sustainability, our balance sheet has remained strong, with a cash balance on 30 June 2023 of $42.6M and zero debt.
We remain well-positioned to complete FEED, early works, progress project funding, uranium marketing, and sales
activities.
I want to take this opportunity to thank Brandon Munro and all our loyal team at Bannerman, together with our
consulting partners, for their hard work and application during the year.
Finally, I would like to thank you, our shareholders, for your ongoing support of our people, assets, and strategy – it
is greatly appreciated.
Yours sincerely,
Ronnie Beevor
Chairman
BANNERMAN ENERGY LTD
2
2023 ANNUAL REPORT
BOARD OF DIRECTORS AND EXECUTIVES
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 Rothschild 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.
gold exploration properties
Ronnie is currently also Chair of Felix Gold, which has
substantial
around
Fairbanks, Alaska on the Tintina Gold Belt, and a director
of Mont Royal Resources, which is exploring for lithium
and base metals in the James Bay region of Quebec,
Canada. 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
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 which was taken over
by BHP Group for $9.5bn in May 2023).
(which acquired
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)
Mont Royal Resources Limited (25 March 2023 to
present)
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 Director-General’s Advisory
the
Council, which provides strategic advice
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.
to
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
3
2023 ANNUAL REPORT
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
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
six 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
Chairperson of the Audit Committee
Member of the Sustainability Committee
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
Ian Burvill
BE, MBA, MIEAust, GAICD
Non-Executive Director
Term of Office
Director since 14 June 2012
Independent Yes
Skills, experience, and expertise
Ian has over 35 years’ 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, critical minerals, uranium,
and iron ore. He applied for the Etango 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
Member of the Sustainability Committee
Member of
Corporate Governance Committee
the Remuneration, Nomination and
Current ASX listed directorships
Cazaly Resources Limited (15 September 2003 to
present)
BANNERMAN ENERGY LTD
4
2023 ANNUAL REPORT
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
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
large-scale
lead commercial roles on
through to
multinational transactions.
Steve was appointed to the Board of Namibia Critical
Metals Inc (‘NMI”) (TSXV: NMI OTC: NMREF) at the NMI
Annual General Meeting of 18 May 2023. He is Chair of
the NMI Audit Committee and a member of the NMI
Remuneration Committee.
Alison Terry
B.Econ, B.Law Grad. & Dip. Bus(Actg), GAICD
Non-Executive Director
Term of Office
Director since 13 October 2022
Independent Yes
Skills, experience, and expertise
is an experienced senior executive and
Alison
company director with a deep understanding of
sustainability, ESG dynamics, legal and corporate
affairs, and the complexities of major operations. Her
included Director
roles have
recent executive
Sustainability and Corporate Affairs and
Joint
Company Secretary at Fortescue Metals Group, as a
member of the company’s Executive team.
Her prior experience spans corporate affairs, legal
and general management across several sectors,
including senior roles at General Motors Holden
Limited and electric vehicle infrastructure start-up,
Better Place.
Alison's previous non-executive roles include on the
boards of NBN Tasmania and the leading industry
super fund, AustralianSuper, where she was also a
member of the Audit and Risk Committee.
Alison is a Non-Executive Director of RAC Insurance
Pty Ltd, UN Women Australia, the Black Swan State
Theatre Company of Western Australia and is a
member of Chief Executive Women.
Special Responsibilities
Chairperson of the Sustainability Committee
Member of the Remuneration, Nomination and
Corporate Governance Committee.
Current ASX listed directorships
Nil
BANNERMAN ENERGY LTD
5
2023 ANNUAL REPORT
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
Olga Skorlyakova
MA (English), EMBA
Vice President, Market Strategy
Term of Office
Since 29 May 2023
Skills, experience, and expertise
Olga has over 25 years of experience in business
development, sales, and market strategy in international
business environments. Over the last 15 years, she has
held executive roles within the nuclear fuel sector,
initially with AREVA (now Orano) as Deputy Chief
Representative for Russia and CIS countries. She then
oversaw sales of enrichment services in the US market for
TENEX. Most recently, Olga served as Senior Project
Manager at the World Nuclear Association (WNA), where
she was responsible for leading the WNA Fuel Report
Working Group and co-ordinating input from 80 industry
leaders into long-term nuclear fuel market forecasts.
Since 2017, she was the co-author, editor, and head of
publication of WNA’s flagship biennial report “The
Nuclear Fuel Report: Global Scenarios for Demand and
Supply Availability”.
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.
Gavin Chamberlain
Pr Eng, BSc (Civil Eng), GDE
Chief Operating Officer
Term of Office
Since 3 February 2023
track record spanning 30 years
Skills, experience, and expertise
Gavin is a deeply experienced minerals sector leader, with
a successful
in
construction, engineering, and project management,
most particularly within the southern African mining
industry.
As the former COO of Kore Potash Limited, he was
responsible for advancing its large-scale potash projects
in the Sintoukola district of Republic of Congo. This role
saw him hold technical and commercial oversight of all
internal and external project teams, as well as fostering
key lender and equity investor relationships. Prior to this,
Gavin was the Regional Director, Mining and Minerals
Africa of AMEC Foster Wheeler (now Wood plc). Within
this role, he was also the responsible Project Director for
the development of the Husab Uranium Project in
Namibia, now one of the world’s largest operating
uranium mines. Gavin held several other project
management and general civil construction roles earlier
in his career.
BANNERMAN ENERGY LTD
6
2023 ANNUAL REPORT
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2023
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 2023 (“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
Alison Terry
COMPANY SECRETARY
Position
Independent
Non-executive Chairman
Chief Executive Officer
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Yes
No
Yes
Yes
Yes
Yes
Appointed
27 July 2009
09 March 2016
14 June 2012
12 January 2007
12 April 2017
13 October 2022
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
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 6 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 2023 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
Audit Committee
Board committee meetings
Remuneration,
Nomination & Corp.
Governance
Committee
Sustainability Committee
Ronnie Beevor
Brandon Munro
Ian Burvill
Clive Jones
Mike Leech
Alison Terry
A
8
8
8
8
8
6
B
8
8
8
8
8
6
A
2
2*
2
-
2
1*
B
2
-
2
-
2
-
A
2
2*
2
2
2*
1
B
2
-
2
2
-
1
A
1*
2*
1*
2
2
2*
B
-
-
-
2
2
1
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.
*
BANNERMAN ENERGY LTD
7
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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
-
-
Beneficial,
private
company or
trust
552,236
190,779
Own name
Beneficial,
private
company or
trust
-
-
-
1,926,489
Share Options
Performance Rights
Ian Burvill
Clive Jones
Mike Leech
Alison Terry
-
279,660
-
13,249
1,800,428
-
13,249
-
-
420,570
-
-
-
-
351,359
9,474
-
-
-
-
PRINCIPAL ACTIVITIES
Own name
-
-
-
-
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
Issued Securities
At the date of this report, Bannerman has 150,510,660 ordinary shares on issue.
As at 30 June 2023, Bannerman had on issue 2,755,758 performance share rights and 795,599 unlisted options issued
under the shareholder-approved Employee Incentive Plan (“EIP”) and 23,360 performance share rights and 939,567
unlisted options issued under the Non-Executive Director Share Incentive Plan (“NEDSIP”). The EIP performance rights
are subject to various performance targets and continuous employment periods. The NEDSIP options are subject to
continuous employment periods.
Cancellation and Issue of Securities
The Company advised during the period that the following securities in Bannerman were cancelled or issued:
241,035 unlisted options were exercised, and a corresponding number of shares were issued. No lapse of
options occurred during the financial period.
28,474 unlisted employee performance rights and options have, pursuant to the terms of the Employee
Incentive Plan (EIP), been forfeited and cancelled following non-satisfaction of the relevant performance
criteria.
653,417 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).
847,621 unlisted options were granted in accordance with the EIP and NEDSIP as approved by shareholders
on 16 November 2022.
BANNERMAN ENERGY LTD
8
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
General Meeting of Shareholder and Consolidation of securities
On 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:
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
Please note that all balances of securities disclosed throughout this financial report are reported on a post-
consolidation basis (unless otherwise noted), this accounting policy has also been applied retrospectively to 2022
balances to facilitate comparability.
Acquisition of interest in Namibia Critical Metals and associated share issue
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 (“NMI”) from major
shareholders. In addition to the shares issued a cash payment of $7,236,179 was made to the vendors on completion
of the acquisition.
Annual General Meeting
Bannerman held its Annual General Meeting on 16 November 2022. As previously announced, the proposed
Resolution 5 Replacement of Constitution, being a special resolution, did not pass, as less than 75% of shareholders
voted in favour of the proposed replacement. The proposed Resolution 6 (Approval of 10% Placement Facility) was
withdrawn due to the Company’s market capitalisation exceeding A$300 million and as such making the Company an
ineligible entity under the ASX Listing Rule 7.1A.
All other resolutions put to the meeting were passed by poll, including adoption of the 30 June 2022 Remuneration
Report, re-election of selected Directors, renewal of the Employee Incentive Plan (EIP), issue of performance-based
securities to the CEO under the EIP, and issue of securities to Non-Executive Directors under the Non-Executive
Director Share Incentive Plan (NEDSIP).
Incorporation of new subsidiary
On 14 April 2023 the Company incorporated a new Netherlands subsidiary: Bannerman Energy (Netherlands) B.V.
BANNERMAN ENERGY LTD
9
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
ETANGO URANIUM PROJECT (BANNERMAN 95%)
Figure 1 – The Etango Project showing MDRL 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 45 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 a Mining Licence over the Etango Project (ML). The
Company expects the granting of the ML in the second half of 2023 and continues to actively engage with the Ministry
of Mines and Energy (“MME”).
The Company’s Exclusive Prospecting Licence 3345 (EPL 3345) was 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 was relinquished following 17 years of exploration work. The company concluded that no economical
deposit was present on EPL 3345.
About Etango 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 (8Mtpa) Scoping Study was completed on 5 August 2020 and provided an early-
BANNERMAN ENERGY LTD
10
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 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 Pre-feasibility Study
(PFS) which was completed on 2 August 2021. With the PFS confirming the strong technical and economic viability of
the Etango deposit at an 8Mtpa throughput, Bannerman continued with the Definitive Feasibility Study of the Etango
Project.
On 6 December 2022 the Company announced the completion of the Etango Definitive Feasibility Study (“DFS”) with
an annual throughput of 8Mtpa.
Key Outcomes of the Etango DFS include:
Definitive-level confirmation of strong technical and economic viability of conventional open pit mining and
heap leach processing of the world-class Etango deposit at 8Mtpa throughput.
Strong projected Etango returns:
o DFS base pricing (US$65/lb U3O8) generates US$209M NPV8% (post-tax, real, ungeared) and 17% IRR
(same basis).
o DFS upside pricing (US$80/lb U3O8) generates US$435M NPV8% and 25% IRR (all same basis).
o Long-term scalability of Etango Project (up to 20Mtpa) confirmed by previous definitive level studies;
provides strong optionality and further leverage to upside-case uranium market.
Long-life 3.5 Mlbs pa U3O8 development further de-risked with acid supply infrastructure options, more
conservative construction schedule and higher accuracy (+/-15%) cost estimation.
Since the beginning of 2023, the Front-End Engineering and Design process of the Etango Project continued and
offtake and project finance processes progressing in parallel.
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.
Resource Modelling was completed by International Resource Solutions and reviewed by Optiro Pty Ltd. Optiro also
conducted aspects of the resource modelling and classification. Ian Glacken of Optiro is acting as Competent Person
for the Mineral Resources.
Qubeka Mining Consultants conduct the mine planning activities and the reserves statement. Mr. Werner Moeller of
Qubeka Mining Consultants is acting as Competent Person for the Ore Reserves.
BANNERMAN ENERGY LTD
11
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
CONSOLIDATED RESULTS
The consolidated net loss after tax for the 12 months ended 30 June 2023 was $4,750,328 (2022: $3,481,367), which
was attributable primarily to write-down of capitalised exploration and evaluation expenditure relating to the lapse
of EPL 3345 license of $1,545,799, corporate and administrative expenses, share of losses of an equity accounted
investment and non-cash share-based compensation expenses.
Administration and corporation expense for the reporting period was $1,967,616 (2022: $1,100,089), and staff
expenses amounted to $2,530,522 (2022: $2,436,585).
Income for the reporting period included interest income of $1,384,455 (2022: $98,957).
Capitalised exploration and evaluation expenditure was $60,305,478 as at 30 June 2023 (2022: $$60,348,054)
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 $7,279,219 (2022: $3,755,905).
A foreign exchange translation loss of $5,775,996 (2022: $2,384,033), 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 12 in the “Notes to the Financial Statements”, for further information on exploration
and evaluation expenditures.
Cash Position
Cash and cash equivalents were $42,588,696 as at 30 June 2023 (2022: $51,929,548).
Cash outflow from operating activities during the year amounted to $2,328,955 (2022: $2,193,195).
Cash outflow from investing activities during the year amounted to $7,004,434 (2022: $12,477,100), related primarily
to Front-End-Engineering design expenditure on the Etango-8 Scoping Study.
Cash inflow from financing activities during the year amounted to $96,197 before costs (2022: $56,216,209), and
predominantly related to an exercise of options.
Issued Capital
Issued capital at the end of the financial year amounted to $210,628,675.84 (2022: $208,798,013). The increase of
issued capital predominately relates to an option exercise.
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
10-11 of this report.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 17 December 2008, the Company entered into a legal settlement agreement with Savanna Marble CC (“Savanna”)
relating to a 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 4,000,000 ordinary shares (400,000 ordinary shares
on a post-consolidation basis) was due to Savanna upon receipt of the Etango Project mining licence.
BANNERMAN ENERGY LTD
12
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
In July 2023, the Company entered into an amendment agreement with Savanna regarding the operation of the
original Settlement Agreement following the consolidation of Bannerman’s share capital. The amendment retains the
final tranche cash amount of A$500,000 and amends the number of ordinary shares due to 1,250,000 upon receipt of
the Etango Project mining licence.
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
Options
Options Total
Rights
Rights Total
Grand Total
Vesting Date
15-Nov-21
15-Nov-22
15-Nov-23
15-Nov-24
15-Nov-25
15-Nov-22
15-Nov-23
15-Nov-24
Exercise Price
$ 0.50
$ 4.50
$ -
$ -
$ -
$ -
$ -
$ -
Expiry Date
15/11/2023
15/11/2024
15/11/2026
15/11/2029
15/11/2030
N/A
N/A
N/A
Number
755,920
138,780
100,567
173,659
566,240
1,735,166
845,779
1,610,566
322,773
2,779,118
4,514,284
Share Options and Performance Rights issued
During the financial year 847,621 share options (2022: 138,780) and NIL performance rights (2022: 630,800) were
issued.
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 241,035 share options (2022: 1,259,740) were exercised.
Performance Rights vested
During or since the end of the financial year, 845,779 performance rights (2022: 1,708,601) have vested (pre-
Consolidation basis).
Share Options and Performance Rights forfeited or cancelled
During or since the end of the financial year, no share options (2022: nil) and 28,474 performance rights (2022:
217,452) were forfeited or cancelled.
Share Options expired or lapsed
During or since the end of the financial year, no share options (2022: NIL) have expired or lapsed.
BANNERMAN ENERGY LTD
13
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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
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 (2022: 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.
BANNERMAN ENERGY LTD
14
2023 ANNUAL REPORT
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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
15
2023 ANNUAL REPORT
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
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 2023, 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 Buckingham
Partner
22 September 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under
Professional Standards Legislation
16
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2023
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 2022 to 30 June
2023 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.
Period
Full
Full
Full
Full
13 October 2022 – present
Table 1 - Key management personnel
Name
Position
Non-Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
Alison Terry
Executive Director
Brandon Munro
Other Executive Personnel
Gavin Chamberlain
Werner Ewald
Stephen Herlihy
Olga Skorlyakova
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer and Managing Director
Full
Chief Operating Officer
Managing Director – Namibia
Chief Financial Officer and Company Secretary
Vice President, Market Strategy
3 February 2023 – present
Full
Full
29 May 2023 – Present
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,
BANNERMAN ENERGY LTD
17
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
remuneration packages for executives and employees in the resources industry and the size and complexity of the
Group.
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 2023
Share Options
Year ending
30 June 2022
Cash
$
Share Options /
Share Rights
$
70,000
25,000
120,000
70,000
70,000
25,000
Cash
$
120,000
70,000
12,500
-
12,500
-
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.
The number of share options/rights is calculated on the above values on a date prior to preparation of the company’s AGM
Notice of Meeting. The accounting fair value of the securities is based the date of grant which is following shareholder
approval at the AGM. This results in a discrepancy between the values approved by share holder’s and the actual book value
of issue.
No additional retirement benefits are paid. The figures in Table 2 include the statutory superannuation contributions
of 10.5% (10% in 2022) 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
BANNERMAN ENERGY LTD
18
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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:
(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.
NEDSIP securities vest subject to an ongoing employment obligation of 1 year.
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. The securities do not carry any voting or dividend rights and can be exercised
once the vesting conditions have been met until their expiry date.
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 2023 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 2023.
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.
BANNERMAN ENERGY LTD
19
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Long-term incentive component (LTI)
The LTI awards are aimed specifically at creating long term stakeholder 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.
During the 2023 financial year, options (2022: options/performance rights) which will vest subject to pre-defined
performance hurdles were allocated to all executives. The securities are issued with no exercise price. The securities
do not carry any voting or dividend rights and can be exercised once the vesting conditions have been met until their
expiry date. Refer to Table 8 in Section 4 for the number and value of incentives issued to executives during the year.
Performance measures to determine vesting
Operational Targets (“KPI”)
The vesting of the (Operational Tranche) is subject to the attainment of defined individual and group performance
measures (Operational Test) based on key performance indicators (“KPIs”). The performance indicators are chosen
to align the interests of employees with shareholders and stakeholders and deliver long term sustainable value. The
Company measures five KPIs:
Safety - total recordable incidents and significant environmental incidents.
Operational – execution of company development and operational plans.
Capital - maintaining adequate working capital and achieving operating budgets.
Regulatory - obtaining timely renewal of licences, continue to meet legal and corporate reporting obligations.
Corporate - execution of transactions mandated by the Board.
Group and individual KPI measures are weighted and specify performance required to meet or exceed expectations.
Depending on the executives’ role, and whether they are project or corporate based, the weighting for each
individual’s measure is variable. Based on the individual’s performance result a corresponding percentage of the
individual securities will have satisfied the KPI condition of their securities and will remain on issue (they do not vest
however for a further year as they are still subject to continuous employment conditions). The remaining percentage
of securities are considered forfeited and are subsequently cancelled.
The weighted average performance for each key performance indicator during the 2022 financial year for the Group’s
executives are as follows (2023 financial year results are currently under review and are still pending at reporting
date):
Key Performance Indicator
Safety
Operational
Capital
Regulatory
Corporate
Total
Performance measurement
weighting
17%
30%
17%
10%
27%
100%
Performance result
90%
91%
92%
93%
94%
92%
Absolute Shareholder Return (“ASR”)
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. Any incentives that do not vest are cancelled on the official vesting date being 15 November of
the vesting year. The vesting schedule is as follows:
BANNERMAN ENERGY LTD
20
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Table 3 – ASR Vesting Schedule
On 30 June 2023 the 2020/21 ASR measured employee incentive securities (30 June 2022: 2019/20 securities) were
performance measured. The measurement criteria and results for the financial year are stated in the following table:
(compound
ASR performance outcome
growth over 2yrs)
Negative performance
Between 0 and 20% compounding per annum
At or above the 20%
Percentage of award that will vest
Allocation results
0%
Scale applicable between 0 and 100%
100%
2020/21
2019/20
Please note the 2020/21 allocations are due to be cancelled on 15 November 2023, and the 2019/20 allocations
performance vested on 15 November 2022 (but are still subject to continuous service conditions, see below).
Continuous Service Condition
In addition to the vesting conditions of all KPI and ASR performance measured securities, executives are subject to
ongoing employment obligations for a period of 3 years.
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.
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
2023 are as follows:
Table 4 – Non-executive director remuneration
Non-Executive Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech (i)
Alison Terry
Total
Year
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
Short-term
Post
Employment
Sub-total
Base
Fees
$
120,000
120,000
63,348
63,636
63,348
63,636
112,629
115,108
45,352
-
404,677
362,380
Other
$
Superannuation
$
$
-
-
-
-
-
-
-
-
-
-
-
6,652
6,364
6,652
6,364
-
-
4,762
-
18,066
12,728
120,000
120,000
70,000
70,000
70,000
70,000
112,629
115,108
50,114
-
422,743
375,108
Share
Based
Payments
Options /
Rights
$
92,073
85,256
34,528
40,073
34,528
40,073
57,160
64,241
12,470
-
230,759
229,643
Total
Performance
Related
$
212,073
205,256
104,528
110,073
104,528
110,073
169,789
179,349
62,584
-
653,502
604,751
%
0%
-
0%
-
0%
-
0%
-
0%
-
-
-
(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.
BANNERMAN ENERGY LTD
21
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Executive Remuneration
Details on the nature and amount of remuneration of Bannerman’s executives for the year ended 30 June 2023 are as
follows.
Table 5 – Executive remuneration
Short–term
Post
Employment
Sub-total
Year
Salary &
Fees
$
Accrued
Annual
Leave (ii)
$
Other
$ (iii)
Superannuation
$
$
Share
Based
Payments
Options /
Performance
Rights
$
$
Total
Performance
Related
422,500
372,500
250,217
253,596
147,012
-
281,500
120,447
20,118
-
2023
2022
2023
2022
2023
2022
Executive Director
Brandon
Munro
Other Executive Personnel
Werner
Ewald (i)
Gavin
Chamberlain
(iv)
Stephen
Herlihy
Olga
Skorlyakova
(iv)
Robert Orr
(iv)
Total
2023
2022
2023
2022
-
2023
2022
101,602
2023 1,121,347
848,145
2022
42,059
7,275
-18,003
8,935
9,844
-
8,938
5,971
1,370
-
-
-
10,412
10,249
-
-
-
-
2,735
-
-
-
44,208
22,181
-
-
13,147
10,249
27,500
27,500
25,022
23,548
-
-
27,500
12,045
1,059
-
-
-
81,081
63,093
492,059
407,275
385,430
333,150
877,489
740,425
267,648
296,328
156,856
-
317,938
138,463
25,282
-
182,812
160,955
41,379
-
134,002
25,641
1,930
-
450,460
457,283
198,235
-
451,940
164,104
27,212
-
-
101,602
1,259,783
943,668
-
132,348
745,553
652,094
-
233,950
2,005,336
1,595,762
%
44%
45%
0%
35%
30%
-
21%
16%
7%
-
-
57%
(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.
(iii) Other refers to medical insurance provided to Namibian staff and mandatory National Insurance Contributions provided to
the Company’s UK staff.
(iv) Appointments for the financial year include Gavin Chamberlain (3 February 2023) and Olga Skorlyakova (29 May 2023).
Robert Orr resigned on 24 January 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 $450,000 per annum inclusive of 10% superannuation.
BANNERMAN ENERGY LTD
22
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Long term incentives
During the year, Mr Munro was granted 190,779 performance rights subject to shareholder approval, which was
obtained in November 2022. 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 8 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 2023
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 2023
Name and job title
Employing
company
Contract
duration
Brandon Munro – CEO &
Managing Director
Bannerman
Energy Ltd
No fixed
term
Notice
period
company
3 months
Notice period
employee
3 months
Gavin Chamberlain – COO
Bannerman
Energy Ltd
No fixed
term
3 months
3 months
Stephen Herlihy – CFO &
Company Secretary
Bannerman
Energy Ltd
No fixed
term
3 months
3 months
Werner Ewald – Managing
Director Namibia
Olga Skorlyakova– Vice
President, Market Strategy
No fixed
term
No fixed
term
Bannerman
Mining
Resources
(Namibia)
(Pty) Ltd
Bannerman
Energy
(UK)
Limited
3 months
3 months
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 if
terminated by the Company.
6 months base salary and
accrued leave entitlements if
terminated by the Company.
6 months base salary and
accrued leave entitlements if
terminated by the Company.
BANNERMAN ENERGY LTD
23
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 securities over Bannerman shares provided to key management and on issue during the reporting period are set out in the tables below.
Table 7 –NEDSIP share options and share rights issued, vested, and lapsed to non-executive directors.
Name
Allocation
Year
Security
type
Fair Value
(per
security)
Grant Date
(i)
Vesting
Date (ii)
Expiry
Date
Exercise
Price
Opening
balance 1
July 2022
Granted
Exercised/converted
Cancelled/
lapsed
Closing
Balance
30 June
2023
Vested
Securities
Non-
vested
Ronald Beevor
2020/21
Option
$0.14
20-Nov-20
15-Nov-21
15-Nov-23
$0.50
426,360
-
-
426,360
426,360
2021/22
Option
$ 1.19
14-Dec-21
15-Nov-22
15-Nov-24
$ 4.50
88,780
-
-
88,780
88,780
-
-
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
$ -
-
37,096
-
-
37,096
-
37,096
Ronald Beevor Total
Clive Jones
2021/22
Right
$3.20
19-Nov-21
15-Nov-22
N/A
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
Clive Jones Total
$-
$-
515,140
37,096
-
-
552,236
515,140
37,096
13,970
(13,970)
-
-
-
-
-
13,249
-
-
13,249
-
13,249
13,970
13,249
(13,970)
-
13,249
-
13,249
Michael Leech
2019/20
Option
$ 0.18
18-Dec-19
15-Nov-20
15-Nov-22
$ 0.59
233,880
(233,880)
-
-
-
2020/21
Option
$ 0.14
20-Nov-20
15-Nov-21
15-Nov-23
$ 0.50
329,560
-
-
329,560
329,560
2021/22
Right
$ 3.20
19-Nov-21
15-Nov-22
N/A
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
Michael Leech Total
Ian Burvill
2021/22
Right
$3.20
19-Nov-21
15-Nov-22
N/A
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
Ian Burvill Total
$ -
$ -
$ -
$ -
Alison Terry
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
$ -
Alison Terry Total
-
-
-
23,360
-
-
23,360
23,360
-
21,799
-
-
21,799
-
21,799
586,800
21,799
(233,880)
-
374,719
352,920
21,799
13,970
(13,970)
-
-
-
-
-
13,249
-
-
13,249
-
13,249
13,970
13,249
(13,970)
-
13,249
-
13,249
-
-
9,474
9,474
-
-
9,474
-
-
-
9,474
-
9,474
9,474
1,129,880
94,867
(261,820)
-
962,927
868,060
94,867
Grand Total
(i)
(ii)
The grant date for accounting purposes is recognised as the date that the Company's obligation for the share options or rights arose.
Vesting date is achieved by continuous employment for the vesting period.
BANNERMAN ENERGY LTD
24
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Table 8– EIP Share options and performance rights holdings of executive personnel and their key terms.
Name
Allocation
Year
Performance
Measure (i)
Performance
measure
weighting (ii)
Security
type
Fair Value
(per
security)
Grant
Date (iii)
Performance
Vesting Date
(iv)
Vesting
Date (v)
Expiry
Date
Brandon Munro
2019/20
2020/21
2021/22
2022/23
Brandon Munro
Total
Gavin Chamberlain
2022/23
Gavin Chamberlain Total
ASR
KPI
ASR
KPI
ASR
KPI
ASR
KPI
ASR
KPI
2022/23
Stephen Herlihy
Total
Werner Ewald
2019/20
2020/21
2021/22
2022/23
KPI
ASR
KPI
ASR
KPI
ASR
KPI
ASR
KPI
ASR
50% Option
$1.43
16-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
50% Option
$2.12
16-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
-
-
95,389
-
-
95,389
-
95,390
-
-
95,390
-
50% Right
$0.11
18-Dec-19
15/11/2021
15-Nov-22
50% Right
$0.41
18-Dec-19
15/11/2020
15-Nov-22
50% Right
$0.26
20-Nov-20
15/11/2022
15-Nov-23
50% Right
$0.39
20-Nov-20
15/11/2021
15-Nov-23
50% Right
$2.63
19-Nov-21
15/11/2023
15-Nov-24
50% Right
$3.20
19-Nov-21
15/11/2022
15-Nov-24
N/A
N/A
N/A
N/A
N/A
N/A
30% Option
$1.34
18-Oct-22
15/11/2024
15-Nov-25
15-Nov-30
70% Option
$2.03
18-Oct-22
15/11/2023
15-Nov-25
15-Nov-30
$2.20
07-Apr-22
15/11/2023
15-Nov-24
70% Right
$1.48
07-Apr-22
15/11/2022
15-Nov-23
$1.48
07-Apr-22
15/11/2022
15-Nov-24
30% Option
$1.11
29-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
70% Option
$1.81
29-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
N/A
N/A
N/A
N/A
Opening
balance 1
July 2022
366,665
351,999
512,500
502,250
100,560
100,560
Granted
Exercised/
converted
Cancelled/
lapsed
Closing
Balance
30 June
2023
Vested
Securities
Non-
vested
-
-
366,665
366,665
-
-
351,999
351,999
-
-
-
-
512,500
-
512,500
-
-
502,250
-
502,250
-
-
100,560
-
100,560
-
(8,045)
92,515
-
92,515
95,389
95,390
1,934,534
190,779
-
(8,045)
2,117,268
718,664
1,398,604
-
-
30,000
-
-
30,000
-
70,000
-
-
70,000
-
30,000
70,000
-
100,000
-
-
100,000
-
100,000
22,500
15,000
52,500
35,000
-
-
-
-
22,500
-
-
-
15,000
-
-
(5,250)
47,250
-
22,500
15,000
47,250
-
(3,500)
31,500
-
31,500
29,475
-
-
29,475
-
68,776
-
-
68,776
-
29,475
68,776
125,000
98,251
-
(8,750)
214,501
-
214,501
30% Right
$0.37
18-Dec-19
15/11/2021
15-Nov-22
70% Right
$0.37
18-Dec-19
15/11/2020
15-Nov-22
30% Right
$0.26
20-Nov-20
15/11/2022
15-Nov-23
70% Right
$0.39
20-Nov-20
15/11/2021
15-Nov-23
30% Right
$2.63
14-Dec-21
15/11/2023
15-Nov-24
70% Right
$3.20
14-Dec-21
15/11/2022
15-Nov-24
N/A
N/A
N/A
N/A
N/A
N/A
115,260
258,183
135,477
297,146
26,838
62,622
(115,260)
-
-
-
-
(258,183)
-
-
-
-
-
-
135,477
-
135,477
-
-
297,146
-
297,146
-
-
26,838
-
26,838
-
(6,262)
56,360
-
56,360
30% Option
$1.17
28-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
-
29,128
-
-
29,128
-
29,128
Stephen Herlihy
2021/22
ASR
30% Right
$2.20
07-Apr-22
15/11/2023
15-Nov-23
BANNERMAN ENERGY LTD
25
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Name
Allocation
Year
Performance
Measure (i)
Performance
measure
weighting (ii)
Security
type
Fair Value
(per
security)
Grant
Date (iii)
Performance
Vesting Date
(iv)
Vesting
Date (v)
Expiry
Date
Opening
balance 1
July 2022
Granted
Exercised/
converted
Cancelled/
lapsed
Closing
Balance
30 June
2023
Vested
Securities
Non-
vested
KPI
ASR
KPI
Werner Ewald Total
Olga Skorlyakovo
2022/23
Olga Skorlyakovo Total
Grand Total
70% Option
$1.88
28-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
-
67,965
-
-
67,965
-
67,965
30% Option
$0.55
29-May-23
15/11/2024
15-Nov-25
15-Nov-30
-
15,450
-
-
15,450
-
15,450
70% Option
$1.35
29-May-23
15/11/2023
15-Nov-25
15-Nov-30
-
36,050
-
-
36,050
-
36,050
895,526
97,093
(373,443)
(6,262)
612,914
-
612,914
-
51,500
-
-
51,500
-
51,500
2,955,060
537,623
(373,443)
(23,057)
3,096,183
718,664
2,377,519
(i)
(ii)
(iii)
(iv)
(v)
Performance measure relates to the following measures; KPI - operational targets, ASR – Market ASR.
Performance measurement weighting between ASR and KPI measures for allocation year.
The grant date for accounting purposes is recognised as the date that the Company's obligation for the share options or rights arose.
Performance vesting date relates to the performance condition (KPI/ASR) vesting date.
Vesting date is the ultimate vesting date, achieved by continuous employment (secondary condition).
BANNERMAN ENERGY LTD
26
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 9 – Value of share options and performance rights issued and exercised during the year ended 30 June 2023
Name
Allocation Year
Security type
Ronnie Beevor
Clive Jones
Michael Leech
Ian Burvill
Alison Terry
Brandon Munro
2022/23
2021/22
2022/23
2019/20
2022/23
2021/22
2022/23
2022/23
2022/23
Gavin Chamberlain
2022/23
Stephen Herlihy
2022/23
Werner Ewald
2019/20
2022/23
Olga Skorlyakova
2022/23
Option
Right
Option
Option
Option
Right
Option
Option
Option
Option
Option
Right
Option
Option
Value of
securities
granted during
the year $ (i)
Value of securities
exercised/converted $
(ii)
Price paid on
exercise/conversion
$
78,644
-
-
28,295
28,088
-
-
-
-
-
331,210
137,989
46,213
-
-
-
28,353
-
28,088
-
20,085
-
339,015
-
182,390
-
157,231
-
-
-
-
-
-
-
745,329
-
161,427
-
57,105
-
-
-
Grand Total
1,098,286
1,133,187
137,989
(i)
(ii)
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 21.
Calculated based on the fair value of the Company’s shares on date of exercise.
Other than detailed above in Table 8 there were no other alterations to the terms and conditions of the share options
/ rights awarded as remuneration since their award date.
BANNERMAN ENERGY LTD
27
2023 ANNUAL REPORT
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Table 10 – Shareholdings of key management personnel (i)
Opening
Balance
1 Jun 2022
Granted as
Remuneration
Received on Exercise of
Share options /
conversion of rights
(Sales)
Purchases
Net Change
Other (ii)
Closing
Balance
30 June 2023
Non-exec Directors
Ronnie Beevor
Ian Burvill
Clive Jones
Mike Leech
689,105
265,690
1,786,458
186,690
Non-exec Directors Total
2,927,943
Executives
Brandon Munro
Werner Ewald
Gavin Chamberlain
Stephen Herlihy
Olga Skorlyakova
Executives Total
Grand Total
1,444,964
800,000
-
-
-
2,244,964
5,172,907
-
-
-
-
-
-
-
-
-
-
-
-
-
13,970
13,970
233,880
261,820
-
373,443
-
-
-
373,443
635,263
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
689,105
279,660
1,800,428
420,570
3,189,763
1,444,964
1,173,443
-
-
-
2,618,407
5,808,170
(i)
Includes shares held directly, indirectly, and beneficially by key management personnel.
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.
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 2022/23 and the previous
four financial years are tabulated in Table 11 below:
Table 11 – 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 ($)
2023
(4,750)
110,704
248,257
$1.65
2022
(3,481)
117,890
252,906
$1.70
2021
(2,277)
66,359
196,208
$1.65
2020
(2,315)
51,728
39,000
$0.37
2019
(2,255)
62,965
47,000
$0.45
END OF REMUNERATION REPORT (AUDITED)
This report is made in accordance with a resolution of the directors.
Brandon Munro
CEO and Managing Director
Perth, 22 September 2023
BANNERMAN ENERGY LTD
28
2023 ANNUAL REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2023
$'000
2022
$'000
Interest revenue
2
1,385
99
Administration and corporate expense
Depreciation expense
Exploration and evaluation expense (write-down)
Finance expense
Share of losses from equity-accounted investments
Staff expense
Other expenses
3(a)
3(b)
(1,968)
(37)
(1,546)
(6)
(48)
(2,530)
-
(1,100)
(32)
-
(8)
-
(2,437)
(3)
Loss before income tax
Income tax benefit
Net loss for the year
(4,750)
-
(3,481)
-
5
(4,750)
(3,481)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation loss
16(b)
(5,613)
(2,450)
Other comprehensive income/(loss) for the year
(5,613)
(2,450)
Total comprehensive income/(loss)
(10,363)
(5,931)
Net 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
26
26
(4,640)
(110)
(3,451)
(30)
(4,750)
(3,481)
(10,219)
(144)
(5,883)
(48)
(10,363)
(5,931)
Basic and dilutive loss per attributable share to the
ordinary equity holders of the Company (cents per
share)
18
(3.17)
(2.70)
The above statement of comprehensive income should be read in conjunction with the accompanying
notes.
BANNERMAN ENERGY LTD
29
2023 ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
(EXPRESSED IN AUSTRALIAN DOLLARS)
CURRENT ASSETS
Cash and cash equivalents
Other receivables
Other current assets
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Exploration and evaluation expenditure
Investments accounted for using the equity method
Property, plant, and equipment
Right of use assets
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Provisions
Consolidated
Note
2023
$'000
2022
$'000
6
7
8
12
10
11
9
13
9
14
42,589
358
419
51,930
103
7,381
43,366
59,414
60,305
9,199
69
17
60,348
-
62
17
69,590
60,427
112,956
119,841
1,309
16
610
1,019
16
618
TOTAL CURRENT LIABILITIES
1,935
1,653
NON CURRENT LIABILITIES
Provisions
14
317
298
TOTAL NON CURRENT LIABILITIES
317
298
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
2,252
1,951
110,704
117,890
15
16
210,629
21,305
(120,843)
208,798
25,352
(116,203)
TOTAL PARENT ENTITY INTEREST
111,091
117,947
Non-controlling interest
26
(387)
(57)
TOTAL EQUITY
110,704
117,890
The above statement of financial position should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
30
2023 ANNUAL REPORT
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2023
$'000
2022
$'000
Cash Flows from Operating Activities
Payments for staff costs
Payments for administration and corporate costs
Interest received
Interest and other costs of finance paid
(1,599)
(1,877)
1,149
(2)
(1,174)
(1,061)
45
(3)
Net cash flows used in operating activities
19
(2,329)
(2,193)
Cash Flows from Investing Activities
Payments for exploration and evaluation
Payments to acquire investments in other companies
Payments to acquire property, plant & equipment
(6,933)
(51)
(20)
(5,222)
(7,250)
(5)
Net cash flows used in investing activities
(7,004)
(12,477)
Cash Flows from Financing Activities
Proceeds from issue of shares
Transaction costs related to issues of shares
Repayment of lease liability/borrowings
138
-
(42)
56,537
(2,290)
(31)
Net cash flows provided by financing activities
96
54,216
Net (decrease) / increase in cash and cash equivalents
(9,237)
39,546
Cash and cash equivalents at beginning of year
Net foreign exchange differences
51,930
(104)
12,455
(71)
Cash and cash equivalents at end of year
6
42,589
51,930
The above cash flow statement should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
31
2023 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
(EXPRESSED IN AUSTRALIAN DOLLARS)
Equity
Reserve
Accumulated
Losses
Contributed
Equity
Note 15
Share
Based
Payment
Reserve
Note 15(a)
Foreign
Currency
Reserve
Note 15(b)
$’000
$’000
$’000
Note
15(c)
$’000
Total
Non-
controlling
Interest
Note 25
$’000
$’000
$’000
208,798
59,566
(32,796)
(1,418)
(116,203)
(57)
117,890
-
-
-
1,693
-
-
-
-
-
-
-
1,336
-
-
-
(5,579)
(5,579)
-
-
-
-
-
-
-
-
-
-
(4,640)
(110)
(4,750)
-
(34)
(5,613)
(4,640)
(144)
(10,363)
-
-
-
-
-
-
1,693
138
-
1,336
196
-
(186)
10
Balance at 1 July 2022
Loss for the period
Other comprehensive income/(loss)
Total comprehensive income/(loss) for the
period
Shares issued to acquire interest in
Nambia Critical Metals
Cost of issuing shares
Share-based payments
Capital contributions (Bannerman
Namibia Pty Ltd)
Shares issued on exercise of share options
138
Total Equity at 30 June 2023
210,629
60,902
(38,375)
(1,222)
(120,843)
(387)
110,704
Balance at 1 July 2021
152,434
58,465
(30,364)
(1,377)
(112,752)
Loss for the period
Other comprehensive income/(loss)
Total comprehensive income/(loss) for the
period
Shares issued pursuant to a
placement/SPP
Shares issued on exercise of share options
Shares issued on extinguishment of
royalty
Cost of issuing shares
Share-based payments
Capital contributions (Bannerman
Namibia Pty Ltd)
-
-
-
55,700
837
2,117
(2,290)
-
-
-
-
-
-
-
1,101
-
-
-
(2,432)
(2,432)
-
-
-
-
-
(3,451)
-
(47)
(30)
(18)
66,359
(3,481)
(2,450)
(3,451)
(48)
(5,931)
-
-
-
-
-
-
-
-
56,537
2,117
(2,290)
1,101
-
-
-
-
-
-
-
(41)
-
38
(3)
Total Equity at 30 June 2022
208,798
59,566
(32,796)
(1,418)
(116,203)
(57)
117,890
The above statement of changes in equity should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
32
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Corporate Information
This financial report of Bannerman for the year ended 30 June 2023 was authorised for issue in accordance
with a resolution of the directors on 22 September 2023.
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.
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
2023. The Group does not expect the impact of these new or amended Accounting Standards and
Interpretations to be material.
AASB 2021-2 Amendments to Australian Accounting Standards - Disclosure of Accounting Policies The
application of this amendment is effective from 1 January 2023, and will be adopted by the Group on
1 July 2023. The amendments aim to help entities provide accounting policy disclosures that are more useful
by replacing the requirements for entities to disclose their ‘significant’ accounting policies with a requirement
to disclose their ‘material’ accounting policies and adds guidance on how entities apply the concept of
materiality in making decisions about accounting policy disclosures.
BANNERMAN ENERGY LTD
33
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
AASB 2021-2 Amendments to Australian Accounting Standards - Definition of Accounting Estimates The
application of this amendment is effective from 1 January 2023, and will be adopted by the Group on
1 July 2023. The amended standard clarifies that the effects on an accounting estimate of a change in an input
or a change in a measurement technique are changes in accounting estimates if they do not result from the
correction of prior period errors.
AASB 2014-10 Amendments to Australian Accounting Standards - Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture The application of this amendment is effective from 1 January
2025 (as deferred by AASB 2021- 7 Amendments to AASs – Effective Date of Amendments to AASB 10 and
AASB 128 and Editorial Corrections), and will be adopted by the Group on 1 July 2025. The amendments
require a full gain or loss to be recognised when a transaction involves a business (whether it is housed in a
subsidiary or not) and partial gain or loss to be recognised when a transaction involves assets that do not
constitute a business, even if these assets are housed in a subsidiary.
AASB 2020-1 Amendments to Australian Accounting Standards - Classification of Liabilities as Current or Non-
current. The application of this amendment is effective from 1 January 2024 (as deferred by AASB 2020- 6
Amendments to AASs – Classification of Liabilities as Current or Non-current – Deferral of Effective Date), and
will be adopted by the Group on 1 July 2024. This amendment to AASB 101 Presentation of Financial
Statements clarifies the requirements for classifying liabilities as current or non-current.
AASB 2022-6 Amendments to AASs – Non-current Liabilities with Covenants The application of this
amendment is effective from 1 January 2023, and will be adopted by the Group on 1 July 2023. The
amendments clarify specific situations in which an entity does not have a right to defer settlement for at least
12 months after the reporting date and adds presentation and disclosure requirements for non-current
liabilities subject to compliance with future covenants within the next 12 months.
AASB 2021-5 Amendments to Australian Accounting Standards - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction The application of this amendment is effective from 1 January 2023, and will
be adopted by the Group on 1 July 2023. The amendments narrow the scope of the initial recognition
exemption so that it does not apply to transactions that give rise to equal and offsetting temporary
differences and clarifies that the exemption does not apply to transactions such as leases and
decommissioning obligations.
AASB 2022-5 Amendments to Australian Accounting Standards - Lease Liability in a Sale and Leaseback The
application of this amendment is effective from 1 January 2024, and will be adopted by the Group on
1 July 2024. The amendments specify the requirements that a seller-lessee uses in measuring the lease
liability arising in a sale and leaseback transaction, to ensure that the seller-lessee does not recognise any
amount of the gain or loss that relates to the right of use it retains.
AASB 2023-1 Amendments to Australian Accounting Standards - Supplier Financing Arrangements The
application of this amendment is effective from 1 January 2024, and will be adopted by the Group on
1 July 2024. The amendments clarify the characteristics of supplier finance arrangements. The amendments
require information about the impact of supplier finance arrangements on liabilities and cash flows, including
terms and conditions of those arrangements as at the beginning and end of the reporting period and the type
and effect of non-cash changes in the carrying amount of those arrangements.
Accounting Policies
a)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as
at 30 June 2023. 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.
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.
BANNERMAN ENERGY LTD
34
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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:
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:
BANNERMAN ENERGY LTD
35
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
BANNERMAN ENERGY LTD
36
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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
2023
2.0%
33.3%
33.3%
33.3%
2022
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.
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.
BANNERMAN ENERGY LTD
37
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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)
Investment in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee but is not control or joint control over
those policies.
The considerations made in determining significant influence are similar to those necessary to determine
control over subsidiaries. The Group’s investment in its associate is accounted for using the equity method.
Under the equity method, the investment in an associate is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate since
the acquisition date.
The statement of profit or loss reflects the Group’s share of the results of operations of the associate. Any
change in Other Comprehensive Income (OCI) of those investees is presented as part of the Group’s OCI. In
addition, when there has been a change recognised directly in the equity of the associate, the Group
recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised gains
and losses resulting from transactions between the Group and the associate are eliminated to the extent of
the interest in the associate.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of
profit or loss outside operating profit and represents profit or loss after tax and non-controlling interests in
the subsidiaries of the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. When
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an
impairment loss on its investment in its associate. At each reporting date, the Group determines whether
there is objective evidence that the investment in the associate. If there is such evidence, the Group calculates
the amount of impairment as the difference between the recoverable amount of the associate and its carrying
value, and then recognises the loss within “Share of profit of an associate” in the statement of profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate upon loss of
significant influence and the fair value of the retained investment and proceeds from disposal is recognised
in profit or loss.
BANNERMAN ENERGY LTD
38
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
g)
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.
h)
Revenue
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.
i)
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.
j)
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.
k)
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.
l)
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
BANNERMAN ENERGY LTD
39
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
m)
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.
n)
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.
BANNERMAN ENERGY LTD
40
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Please note that all balances of equity securities disclosed throughout this financial report are reported on a
post-consolidation basis (unless otherwise noted), this accounting policy has also been applied
retrospectively to 2022 balances to facilitate comparability.
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”).
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.
BANNERMAN ENERGY LTD
41
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
(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.
(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.
BANNERMAN ENERGY LTD
42
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 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 21.
Investments accounted for using the equity method
The Company has classified its investment in Namibia Critical Metals (“NMI”) as an Investments accounted
for using the equity method as per AASB 128 Investment in Associates and Joint Ventures. Under AASB 128 a
Company has significant influence on an investee if it has the power to participate in the financial and
operating policy decisions of the investee but is not in control or has joint control of those policies. If an
investor holds more than 20% of the voting power, it is assumed that it has significant influence over the
investee. Bannerman holds 41.8% of the voting rights of NMI, therefore satisfies this requirement.
Furthermore, the Company’s significant influence over NMI is evidenced by its representation at a Board
level. The Company’s Chief Financial Officer, Stephen Herlihy was nominated to represent the Company, and
was appointed to the Board of NMI.
BANNERMAN ENERGY LTD
43
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
2.
INTEREST REVENUE
Interest revenue
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)
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 & advice
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
2023
$'000
1,385
1,385
184
871
99
64
562
188
1,968
1,938
1,086
128
48
159
(732)
(97)
2,530
2022
$'000
99
99
126
467
45
80
331
51
1,100
1,548
977
100
24
349
(506)
(55)
2,437
2023
$
2022
$
83,687
50,000
91,744
175,431
28,312
2,293
30,605
7,600
57,600
19,656
2,832
22,488
BANNERMAN ENERGY LTD
44
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 tax losses
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
2023
$'000
2022
$'000
-
-
-
-
-
-
-
-
(4,750)
(3,481)
(1,425)
569
(22)
878
-
16,686
504
540
-
17,730
(65)
17,665
65
65
(65)
-
(1,044)
152
(26)
918
-
15,954
687
745
-
17,386
(11)
17,375
11
11
(11)
-
The carried forward tax losses for Bannerman Energy Ltd at 30 June 2023 are $50,041,373 (2022:
$47,415,548). The carried forward tax losses for Bannerman Mining Resources (Namibia) (Pty) Ltd at 30 June
2023 are $4,444,019 (2022: $4,611,931). 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.
BANNERMAN ENERGY LTD
45
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
6. CASH AND CASH EQUIVALENTS
Cash at bank and on call (interest bearing)
Short-term deposits (interest bearing)
Consolidated
2023
$'000
2022
$'000
1,671
40,918
42,589
6,995
44,935
51,930
The effective interest rate on short-term bank deposits was 4.02% (2022: 0.76%). These deposits have an
average maturity of 90 days (2022: 90 days).
7. OTHER RECEIVABLES
Current
GST/VAT
Interest receivable
Other
Other receivables are non-interest bearing and have repayment terms of 30 days.
8. OTHER CURRENT ASSETS
Current
Prepayments
Other current assets (a)
138
219
1
358
419
-
419
66
37
-
103
80
7,301
7,381
(a) On 15 August 2022, the Company finalised an agreement to acquire 41.8% of the issued capital of
Namibia Critical Metals from major shareholders. Part consideration of the agreement was to provide
a cash payment of $7,236,179. This amount was held in a trust account as security in preparation for
finalisation of agreement and on trust at 30 June 2022. The funds held in trust were released to the
vendors at completion in August 2022. In addition to the purchase consideration the Company incurred
costs of $64,914 associated with the transaction up to year end. Please refer to Note 10, for further
information.
BANNERMAN ENERGY LTD
46
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
9. RIGHT OF USE ASSETS / LEASE LIABILITY
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
Consolidated
2023
$'000
17
31
(31)
17
16
31
(32)
1
16
2022
$'000
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
31
1
-
30
1
-
On 1 February 2023 the Company agreed to extend its lease for the corporate premises in Subiaco, Western
Australia for a further year. The original lease agreement was signed in February 2023. The future lease
payments were discounting using an interest rate of 9.47% in calculating the lease liability.
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
On 15 August 2022 the Company acquired a significant interest in Namibia Critical Metals Inc (“NMI”)
following the acquisition of a 41.8% shareholding in the entity. NMI is a Canadian public company
(TSXC:NMI and OTC:NMREF) and is the developer of the fully permitted Lofdal Heavy Rare Earths Project
in Namibia, one of the very few development projects outside China that offer substantial future
production of dysprosium and terbium.
Under AASB 128, investors who acquire an interest in an associate of which they have sufficient influence
over, are to account for the investment by applying the equity method of accounting.
Consideration for the acquisition
On 15 August 2022, the Company issued 846,337 fully paid ordinary shares at an issue price of $2.00 per
share (total value $1,692,674) finalising the agreement to acquire 41.8% of the issued capital of NMI
from major shareholders. In addition to the shares paid, the Company provided a cash payment of
$7,236,179 in June 2022 (please refer to Note 8 for payment details). Costs incurred implementing this
transaction amounted to $64,914. The aggregate cost to acquire the interest in this associate amounted
to $8,993,767.
In order to protect from the risk of dilution of its interest, the Company has an agreement with the
investee to elect to participate in any capital raisings. However, the Company has no commitment in the
event that it elects not to participate. Otherwise, the Company has no contractual operational
relationships with the associate, and no other commitments.
BANNERMAN ENERGY LTD
47
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
The following table illustrates the summarised financial information of the Group’s investment in Namibia
Critical Metals Inc, there are no 2022 comparatives as acquisition of investment in associate occurred
during the current financial year:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlled interest
Equity attributable to shareholders
Group’s unadjusted share in equity – 41.8% (2022: NIL)
Adjustment made to the Group’s interest in non-current
assets at the time of acquisition
Investee issue of share-based payments
Group’s carrying amount of the investment
Other income
Admin, corporate and staff expenses
Exploration and evaluation expenditure (impairment)
Foreign exchange loss (gain)
Loss before tax
Income tax
Net loss and comprehensive loss for the year
Share of losses attributable to minority interests
Share of losses attributable to shareholders
Group’s share of losses for the year
A reconciliation of the movements in the account is as follows:
Opening balance
Acquisition of investment in Namibia Critical Metals Inc (i)
Share of loss of the associate
Foreign currency translation movements
Closing balance
2023
$'000
1,666
29,174
(1,429)
(46)
29,365
203
29,568
12,374
(2,950)
(225)
9,199
1,061
(853)
(141)
(183)
(116)
-
(116)
(2)
(114)
(48)
-
8,994
(48)
253
9,199
2022
$'000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The associate had no contingent liabilities or capital commitments as at 30 June 2023, and did not
distribute profits in the form of dividends during the financial period from acquisition to 30 June 2023.
11. PROPERTY, PLANT AND EQUIPMENT
2023
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
Motor
Vehicles
Office
Equipment
Lab & Field
Equipment
Sundry
Total
$'000
$'000
$'000
$'000
$'000
161
(140)
21
23
-
-
-
(2)
21
32
(12)
20
8
20
-
(6)
(2)
20
55
(44)
11
12
-
-
-
(1)
11
61
(44)
17
19
-
-
-
(2)
17
309
(240)
69
62
20
-
(6)
(7)
69
BANNERMAN ENERGY LTD
48
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
2022
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
180
(157)
23
24
-
-
-
(1)
23
14
(6)
8
6
6
(2)
(2)
-
8
12. EXPLORATION AND EVALUATION EXPENDITURE
Opening balance
General project
Consultants and other project services
Environmental
Human resources
Studies (Etango-8 DFS/PFS)
Front-End-Engineering-Design (FEED)
Financing planning
Demonstration plant costs
Consideration for the extinguishment of royalty
Savanna litigation settlement (a)
Total capitalised expenditure for the period
Write-down of EPL 3345
Foreign currency translation movements
Closing balance
a)
Please refer to note 14c, for information relating to the Savanna litigation settlement.
61
(49)
12
13
-
-
-
(1)
12
2023
$'000
60,348
453
431
11
722
271
4,884
496
11
-
-
7,279
(1,546)
(5,776)
60,305
68
(49)
19
22
-
(1)
-
(2)
19
323
(261)
62
65
6
(3)
(2)
(4)
62
Consolidated
2022
$'000
54,360
93
65
11
510
3,041
-
-
35
4,117
500
8,372
-
(2,384)
60,348
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.
The carrying value of the Etango exploration and evaluation asset includes the Exclusive Prospecting License
(EPL 3345). In January 2023 the Company assessed the viability of EPL 3345 and pursuant to the assessment
elected to not renew the license that was due to expire in April 2023. The Company’s management concluded
that no economical deposit was present. Accordingly, the Company have recorded a write-down of its value
being $1,545,799.
BANNERMAN ENERGY LTD
49
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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 completed a Definitive-Feasibility Study (DFS) on Etango-8 Project in December
2022, and has now proceeded to a front-end engineering and design study and a project financing plan.
Bannerman holds a Mineral Deposit Retention Licence 3345 (MDRL 3345), whilst it awaits approval of its
Mining License (“ML”) by the Namibian Ministry of Mines and Energy. The Company lodged an application
for a ML on 3 August 2022.
13. TRADE AND OTHER PAYABLES
Trade payables
Other payables and accruals
Consolidated
2023
$’000
389
920
1,309
2022
$’000
219
800
1,019
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.
14. PROVISIONS
CURRENT
Annual leave provision (a)
Long service leave provision (b)
Litigation settlement (c)
NON-CURRENT
Long service leave provision (b)
Rehabilitation provision (d)
(a) Annual leave provision
93
17
500
610
52
265
317
102
16
500
618
-
298
298
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
BANNERMAN ENERGY LTD
50
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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.
(c)
Litigation settlement
On 17 December 2008, the Company entered into a legal settlement agreement with Savanna
Marble CC (“Savanna”) relating to a 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 4,000,000 ordinary shares (400,000 ordinary shares on a post consolidation basis)
was due to Savanna upon receipt of the Etango Project mining licence.
In July 2023, the Company entered into an amendment agreement with Savanna regarding the
operation of the original Settlement Agreement following the consolidation of Bannerman’s share
capital. The amendment retains the final tranche cash amount of A$500,000 and amends the
number of ordinary shares due to 1,250,000 upon receipt of the Etango Project mining licence.
(d) Rehabilitation provision
Opening balance
Unwinding of discount
Revaluation of provision
Foreign exchange translation movements
Consolidated
2023
$’000
298
15
(17)
(31)
265
2022
$’000
295
16
-
(13)
298
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.
BANNERMAN ENERGY LTD
51
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
15. CONTRIBUTED EQUITY
(a)
Issued and outstanding:
Ordinary shares
2023
No. shares
‘000
2022
$
‘000
No. shares
’000
$
’000
Issued and fully paid
150,511
210,629
148,770
208,798
Movements in ordinary shares on issue
Opening balance
Issue of shares for acquisition of interest in
Namibia Critical Metals (ii)
Issue of shares on exercise of options under
employee incentive plan (iii, v, vi)
Issue of shares on vesting under employee
performance rights plan (iv)
Issue of shares pursuant to Placement (vii)
Issue of shares pursuant to Share Purchase
Plan (viii)
Consideration for royalty extinguishment
(ix)
Costs of issuing shares
Closing balance
148,770
208,798
118,914
152,434
846
286
609
-
-
1,693
138
-
-
-
-
-
1,260
837
1,709
18,500
-
40,700
6,819
15,000
-
-
150,511
-
-
210,629
1,568
-
148,770
2,117
(2,290)
208,798
(i)
(ii)
(iii)
(iv)
(v)
(vi)
On 21 July 2022 the Company performed a 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.
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 from major shareholders.
On 29 November 2022 the Company issued 233,880 fully paid ordinary shares following the
exercise of options (the options had a weighted average exercise price of $0.59, raising
$137,989 in equity funding).
On 2 December 2022 the Company issued 608,707 fully paid ordinary shares following the
conversion of performance rights on vesting.
On 17 March 2023 the Company issued 44,710 shares on exercise of options (exercise price
of NIL).
On 31 January 2023 the Company issued 7,155 shares on exercise of options (exercise price
of NIL).
(vii) On 1 April 2022 the Company issued 185,000,000 fully paid ordinary shares (post-
consolidation 18,500,000) 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.
(viii) On 27 April 2022 the Company issued 68,180,913 fully paid ordinary shares (post
consolidation 6,818,092) 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.
On 21 July 2021 the Company issued 15,680,000 fully paid ordinary shares (post consolidation
1,568,000) with an issue price of $0.135 per share (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 7 (a) for further information.
(ix)
BANNERMAN ENERGY LTD
52
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
b)
Share options on issue:
The movements in share options during the period were as follows:
Expiry Dates
15 November 2022
15 November 2023
15 November 2024
15 November 2025
15 November 2026
15 November 2027
15 November 2028
15 November 2029
15 November 2030
Exercise
Price
A$0.59
A$0.50
A$4.50
Balance
1 Jul 22
233,880
755,920
138,780
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,567
-
-
173,659
573,395
(233,880)
-
-
-
-
-
-
-
(7,155)
Weighted average exercise price ($)
Average life to expiry (years)
1,128,580
847,621
(241,035)
Granted
Exercised
Expired /
Cancelled
Balance
30 Jun 23
Vested
30 Jun 23
-
-
-
-
-
-
-
-
-
-
-
-
755,920
755,920
138,780
138,780
-
100,567
-
-
173,659
566,240
-
-
-
-
-
-
1,735,166
894,700
0.578
0.280
The share options above have performance hurdles linked to minimum service periods.
Key management held 1,477,190 share options as at 30 June 2023 with an average exercise price of A$0.53
per share and an average life to expiry of 3.18 years.
(c)
Share rights on issue
The movement (post-consolidation) in share rights during the period were as follows:
Vesting Dates
Balance
1 Jul 22
15 November 2022
1,460,746
17 March 2023
38,450
15 November 2023
1,621,233
15 November 2024
340,580
3,461,009
Granted
Converted
Forfeited
-
-
-
-
-
(614,967)
(38,450)
-
-
(653,417)
-
-
(10,667)
(17,807)
(28,474)
Average life to vesting (years)
Balance
30 Jun 23
845,779
-
1,610,566
322,773
2,779,118
0.38
Note: Share rights have no exercise price, and forfeited rights are due to vesting conditions not being met.
Vested
30 Jun 23
845,779
-
-
-
845,779
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 2,581,920 share rights as at 30 June 2023 with an average life to vesting of 0.39 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.
BANNERMAN ENERGY LTD
53
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
16. RESERVES
Share-based payment reserve
Foreign currency translation reserve
Equity reserve
Consolidated
2023
$'000
2022
$'000
(a)
(b)
(c)
60,902
(38,375)
(1,222)
59,566
(32,796)
(1,418)
TOTAL RESERVES
21,305
25,352
(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
59,566
1,336
60,902
58,465
1,101
59,566
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
(32,796)
(5,579)
(38,375)
(30,364)
(2,432)
(32,796)
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 2023 amounted to $5,612,222 (2022: $2,450,753 loss), allocated between non-controlling
interests of $33,918 (2022: $17,963 loss) and the Group of $5,578,304 (2022: $2,432,790 loss). Over the year,
the Namibian dollar weakened against the Australian dollar, with a movement of approximately 10% from
the rate as at 30 June 2022 (A$1.00: N$11.23) to the rate as at 30 June 2023 (A$1.00: N$12.52).
(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
(1,418)
196
(1,222)
(1,377)
(41)
(1,418)
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).
BANNERMAN ENERGY LTD
54
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
17. 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 held by the Group as at 30 June 2023.
Financial assets
Cash and cash equivalents
Other Assets
Other receivables
Total
Financial liabilities
Trade and other payables
Lease liability
Total
Consolidated
2023
$'000
2022
$'000
42,589
-
358
42,947
1,309
16
1,325
51,930
7,301
103
59,334
1,019
16
1,035
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.
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of changes in market interest rates, and the effective weighted average interest rate for each
class of financial assets and financial liabilities, comprises:
Consolidated
2023
Floating
Interest Rate
Financial instruments
Cash
Other Assets
Trade and other payables
Lease liability
Weighted average interest rate
$'000
877
-
-
-
877
Fixed
Interest
maturing in
1 year or
less
$'000
Fixed
Interest
maturing
over 1 to 5
years
$'000
41,712
-
5
(16)
41,701
-
-
-
-
-
Total
$'000
42,589
-
5
(16)
42,578
3.86%
BANNERMAN ENERGY LTD
55
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
2022
Floating
Interest Rate
Financial instruments
Cash
Other Assets
Trade and other payables
Lease liability
Weighted average interest rate
$'000
1,565
7,301
-
-
8,866
Fixed
Interest
maturing in
1 year or
less
$'000
Fixed
Interest
maturing
over 1 to 5
years
$'000
50,365
-
(5)
(16)
50,344
-
-
-
-
-
Total
$'000
51,930
7,301
(5)
(16)
59,210
0.67%
The following table summarises the impact of reasonably possible changes in interest rates for the Group
at 30 June 2023. 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
Consolidated
2022
$'000
373
(373)
2023
$'000
309
(309)
There is no impact on other reserves in equity for the Group.
(b) Foreign Currency Risk
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.
(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.
BANNERMAN ENERGY LTD
56
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
(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
2023
Trade and other payables
Lease liability
Total
2022
Trade and other payables
Lease liability
Total
18. LOSS PER SHARE
<6 months
$’000
6-12 months
$’000
1– 5 years
$’000
Total
$’000
1,309
16
1,325
1,019
14
1,033
-
-
-
-
2
2
-
-
-
-
-
-
1,309
16
1,325
1,019
16
1,035
Basic and diluted loss per share to the ordinary equity holders of the Company
(cents per share)
Consolidated
2023
(3.17)
2022
(2.70)
$'000
$'000
Loss used in the calculation of weighted average basic and dilutive loss per share
(4,750)
(3,481)
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
150,062
127,958
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.
2,913
4,590
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 2023.
A contingent issue of 1,250,000 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 14(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.
BANNERMAN ENERGY LTD
57
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
19. CASH FLOW INFORMATION
(a)
Reconciliation from the net loss after tax to the net cash
flow from operating activities
Loss after income tax
Non-cash flows in operating loss
Depreciation
Share-based payments
Realised loss on disposal of fixed assets
Write-down of exploration and evaluation expenditure
Interest accrued
Share of losses from equity-accounted investments
Changes in assets and liabilities
(Increase) / decrease in receivables and prepayments
Increase / (decrease) in trade and other creditors and accruals
(Decrease) / Increase in provisions
Consolidated
2023
$'000
2022
$'000
(4,750)
(3,481)
37
1,241
-
1,546
(54)
48
(365)
(194)
162
32
1,086
3
-
20
-
(121)
245
23
Net cash outflows from Operating Activities
(2,329)
(2,193)
20. COMMITMENTS
a)
Exploration and evaluation expenditure
Bannerman has no expenditure commitments with regards to the Etango MDRL 3345 licence.
21. 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
2023
$'000
2022
$'000
1,086
155
977
109
1,241
1,086
95
1,336
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
BANNERMAN ENERGY LTD
58
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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.
Capital - maintaining adequate working capital and achieving operating budgets.
Regulatory - obtaining timely renewal of licences.
Corporate - execution of transactions mandated by the Board.
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.
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 (consolidated balances)
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at end of the year
1 Weighted Average Exercise Price ($/share)
2023
#
1,128,580
847,621
(241,035)
-
1,735,166
2023
WAEP1
1.01
-
0.57
-
0.58
2022
#
2,249,540
138,780
(1,259,740)
-
1,128,580
2022
WAEP1
0.59
4.50
0.70
-
1.01
BANNERMAN ENERGY LTD
59
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Summary of performance rights granted under NEDSIP and EIP arrangements (consolidated balances)
2023
#
3,461,009
-
(653,417)
(28,474)
2,779,118
2022
#
4,756,261
630,800
(1,708,601)
(217,451)
3,461,009
Outstanding at beginning of the year
Granted during the year
Converted 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 2023 was:
Share options
Performance rights
3.52 years (2022: 1.29 years).
0.38 years (2022: 1.05 years).
Range of exercise price
The range of exercise prices for share options outstanding as at 30 June 2023 was $0.50 - $4.50 (2022: $0.50
- $4.50). The weighted average exercise price for share options outstanding as at 30 June 2023 was $0.58
(2022: $1.01) per share option.
Weighted average fair value
The weighted average fair value for the share options granted during the year was $1.71 (2022: $1.20) per
share option. There were no performance rights granted during the financial year ended 30 June 2023.
Share options / performance rights pricing model
Equity-settled transactions
The fair value of the equity-settled share options granted under the NEDSIP and EIP is estimated as at the
date of grant using a Black-Scholes option price calculation method taking into account the terms and
conditions upon which the share options/rights were granted. A Monte Carlo simulation is applied to fair
value the ASR element. In accordance with the rules of the EIP, the model simulates the Company's ASR to
produce a theoretical value relative to share performance. This is applied to the grant to give an expected
value of the ASR element.
BANNERMAN ENERGY LTD
60
2023 ANNUAL REPORT
EIP
Annual
Grant
Share
Options
(KPI) 3
29 May
2023
0%
75%
EIP
Annual
Grant
Rights
4 Apr
2022
0%
70%
2.39%-
2.49%
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Options pricing model inputs used for the year ended 30 June 2023:
NEDSIP/EIP
Annual Grant
Share Options
(SVC) 1
EIP
Annual Grant
Share
Options
(SVC) 1
EIP
Annual
Grant
Share
Options
(ASR)2
EIP
Annual
Grant
Share
Options
(KPI) 3
EIP
Annual
Grant
Share
Options
(ASR) 2
Grant date
16-30 Nov
2022
15 Aug-29
Nov 2022
18 Oct-9
Dec 2022
18 Oct-9
Dec 2022
29 May
2023
Dividend Yield (%)
Expected volatility (%)
0%
75%
0%
75%
0%
75%
0%
75%
0%
75%
3.121%-
3.247%
Risk- Free interest
rate (%)
Expected life of
securities (years)
Share price at
measurement date ($)
3.363%
3.063%-
3.537%
3.063%-
3.537%
3.372%
3.372%
3 years
8 years
7-8 years
7-8 year
8 years
8 years
1.800
1.875-2.00 0.864-1.434 1.585-2.120
0.546
1.350
Pricing model inputs used for the year ended 30 June 2022:
NEDSIP
Annual Grant
Rights
(SVC)1
NEDSIP/EIP
Annual Grant
Share Options
(SVC)1
Grant date
19 Nov 2021
19 Nov 2021
0%
70%
0%
70%
EIP
Annual
Grant
Rights
19 Nov
2021
0%
70
EIP
Annual
Grant
Rights
15 Dec
2021
0%
70%
Dividend Yield (%)
Expected volatility (%)
Risk- Free interest rate (%)
Expected life of Share
Options / Rights (years)
Share price at
measurement date ($)
0.95%
0.954
0.954
0.939
3 years
1 year
3 years
2 years
2-3 years
0.119
0.320
0.263-0.320 0.226-0.280
0.148-
0.220
Vesting Conditions
1.
2.
3.
SVC = Service Vesting Condition Only
ASR = Absolute Shareholder Return / Service Vesting Condition
KPI = Operational Target Measure (Key Performance Indicators) /Service Vesting Condition
22. 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
61
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
The analysis of the location of non-current assets other than financial instruments is as follows:
Australia
Namibia
Total Non-current Assets
Consolidated
2023
$'000
86
69,504
69,590
2022
$'000
79
60,348
60,427
23. EVENTS SUBSEQUENT TO REPORTING DATE
On 17 December 2008, the Company entered into a legal settlement agreement with Savanna Marble CC
(“Savanna”) relating to a 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 400,000 ordinary
shares was due to Savanna upon receipt of the Etango Project mining licence.
In July 2023 the Company entered into an amendment agreement with Savanna to avoid a potential legal
dispute regarding the operation of the original Settlement Agreement following the consolidation of
Bannerman’s share capital. The amendment retains the final tranche cash amount of A$500,000 and
increases the number of ordinary shares due to 1,250,000 upon receipt of the Etango Project mining licence.
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,
years.
or
Consolidated
financial
future
affairs
Entity
state
the
the
of
of
in
24. 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)
Bannerman Energy (Netherlands) B.V (incorporated 4 April
2023
Country of
incorporation
Namibia
United
Kingdom
Australia
Canada
Netherlands
% Equity Interest
2023 2022
95
100
100
100
100
95
100
100
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
2023
2022
1,583,381
99,145
976,313
2,658,839
1,242,956
75,820
881,737
2,200,513
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.
BANNERMAN ENERGY LTD
62
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
25. 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
2023
$'000
2022
$'000
42,842
120,571
768
820
210,629
(155,818)
60,902
4,037
119,751
(7,624)
(7,624)
58,953
124,800
592
592
208,798
(148,193)
59,566
4,037
124,208
(8,890)
(8,890)
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 2022 to 30 June 2023.
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.
26. 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
2023
5%
$’000
(387)
(110)
2022
5%
$’000
(57)
(30)
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.
BANNERMAN ENERGY LTD
63
2023 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
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
Write-down of exploration expenditure
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
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
Summarised cash flow information:
Operating
Investing
Financing
Effect of movement in exchange rates on cash held
Net (decrease) / increase in cash and cash equivalents
2023
$’000
81
(746)
(1,546)
(2,211)
-
(2,211)
(678)
(2,889)
(144)
(2,745)
509
60
53,592
2,149
(602)
(524)
(48,112)
(265)
6,807
7,194
(387)
2023
$’000
(509)
(5,351)
5,948
(104)
(16)
2022
$’000
27
(636)
-
(609)
-
(609)
(359)
(968)
(48)
(92)
461
61
56,100
441
(515)
(1,226)
(47,353)
(298)
7,671
7,728
(57)
2022
$’000
(399)
(2,732)
3,550
(72)
347
BANNERMAN ENERGY LTD
64
2023 ANNUAL REPORT
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 2023 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 2023.
On behalf of the Board
Brandon Munro
Managing Director & CEO
Perth 22 September 2023
BANNERMAN ENERGY LTD
65
2023 ANNUAL REPORT
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor’s report to the members of 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 2023, 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 2023
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
66
Carrying amount of capitalised exploration and evaluation assets
Why significant
How our audit addressed the key audit matter
As disclosed in Note 12 to the financial report,
the Group held capitalised exploration and
evaluation assets of $60,305,000 as at 30 June
2023.
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 an impairment indicator in
connection with one of its areas of interest
arising from the lapse of tenure. The amount
capitalised in connection with this area of
interest of $1,545,799 was written off in the
current year.
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 whether exploration and
evaluation data existed to indicate that
the carrying amount of exploration and
evaluation assets is unlikely to be
recovered through development or sale.
• Assessed the appropriateness of the
amount written off in the current year
relating to the area of interest where
tenure had lapsed.
• Assessed the adequacy of the financial
report disclosure contained in Note 12
of the financial report.
A member firm of Ernst & Young Global Limited Liability
limited by a scheme approved under
Professional Standards Legislation
67
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 2023 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.
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:
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under
Professional Standards Legislation
68
►
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.
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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under
Professional Standards Legislation
69
5
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 2023.
In our opinion, the Remuneration Report of Bannerman Energy Limited for the year ended 30 June
2023, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Gavin A Buckingham
Partner
Perth
22 September 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under
Professional Standards Legislation
70
ADDITIONAL SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2023
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 30 June 2023 (Post Consolidation).
Distribution of Equity Securities
There were 815 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
2,192
2,402
799
965
86
6,444
991,791
6,373,158
6,049,478
27,294,930
109,801,303
150,510,660
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
1
4
13
22
3
424
1,412
32,439
606,517
1,094,374
1,735,166
3
1
-
2
7
13
363
-
14,699
205,496
2,558,560
2,779,118
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
Macquarie Group Limited (MGL) and Macquarie
Group Entities (Including MMA Asset Management
Inc. (MMAM) holding of 12,408,798 (8.25%) held as
part of a cash settled equity swap position in the
Company with MGL as writer)
Number of
shares
Percentage
Held
Date of last
lodgement
13,932,717
9.26%
22 June 2023
BANNERMAN ENERGY LTD
71
2023 ANNUAL REPORT
ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
Top 20 Shareholders
The top 20 largest shareholders are listed below:
Name
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BUTTONWOOD NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
RETZOS EXECUTIVE PTY LTD
WIDERANGE CORPORATION PTY LTD
MR WERNER EWALD
SEQUOI NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
WANNA QUICKIE PTY LTD
MRS ORIEL GORDON
ONEDIGGER PTY LTD
MR CLIVE JONES
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA
MR MIKE LEECH
TOTAL TOP 20 HOLDERS
TOTAL NON-TOP 20 HOLDERS
TOTAL
Voting Rights
Ordinary Shares
Number of
Shares
26,670,910
19,218,261
11,419,093
10,585,747
8,291,180
4,587,567
4,447,474
2,259,252
1,363,637
1,199,541
1,173,443
1,094,964
1,025,223
722,756
666,934
649,143
600,887
457,290
423,350
420,570
97,277,222
53,233,438
150,510,660
Percentage Held
%
17.72
12.77
7.59
7.03
5.51
3.05
2.95
1.50
0.91
0.80
0.78
0.73
0.68
0.48
0.44
0.43
0.40
0.30
0.28
0.28
64.63
35.37
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 OTCQX
Venture Market (OTCQX code: BNNLF).
Mineral Licence Schedule
The mineral licence schedule for the Group is tabulated below:
Licence
Type/No.
MDRL
3345
Grant
Date
Expiry
Date
Holder
7-Aug-2017
N/A (under ML
application)
Bannerman Mining Resources
(Namibia) (Pty) Ltd
Area
(Ha)
7,295
Country in which the
Licence is held
Namibia
BANNERMAN ENERGY LTD
72
2023 ANNUAL REPORT