Bannerman Energy Ltd
W bannermanenergy.com
Suite 7, 245 Churchill Avenue, Subiaco, Western Australia 6008
T +61 8 9381 1436
PO Box 1973, Subiaco, Western Australia 6008
E info@bmnenergy.com
Bannerman Energy Ltd
and Controlled Entities
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2024
CORPORATE DIRECTORY
BANNERMAN ENERGY LTD
2024 ANNUAL REPORT
EXECUTIVE CHAIRMAN & MANAGING DIRECTOR
Brandon Munro
CHIEF EXECUTIVE OFFICER
Gavin Chamberlain
CHIEF FINANCIAL OFFICER & COMPANY SECRETARY
Stephen Herlihy
NON-EXECUTIVE DIRECTORS
Alison Terry (Lead Independent)
Ian Burvill
Clive Jones
Mike Leech
PRINCIPAL & REGISTERED OFFICE
Suite 7, 245 Churchill Avenue
SUBIACO WA 6008
Australia
Telephone: +61 (8) 9381 1436
AUDITORS
Ernst & Young
11 Mounts Bay Road
PERTH WA 6000
Telephone: +61 (8) 9429 2222
Facsimile: +61 (8) 9429 2432
SHARE REGISTRAR
Computershare (Australia)
Level 17
221 St George’s Terrace
PERTH WA 6000
Telephone from within Australia:
1300 850 505
Telephone from outside Australia:
+61 (3) 9415 4000
Facsimile:
+61 (8) 9323 2033
STOCK EXCHANGE LISTINGS
Australian Securities Exchange (ASX Code: BMN)
Namibian Stock Exchange (NSX Code: BMN)
OTC Markets (OTCQX Code: BNNLF)
TABLE OF CONTENTS
BANNERMAN ENERGY LTD
i
2024 ANNUAL REPORT
Chairman’s Letter to Shareholders .................................................................................................................................. 1
Board of Directors and Executives ................................................................................................................................... 3
Directors’ Report .............................................................................................................................................................. 7
Auditor’s Independence Declaration ............................................................................................................................. 21
Remuneration Report (audited) ..................................................................................................................................... 22
Consolidated Statement of Comprehensive Income ..................................................................................................... 34
Consolidated Statement of Financial Position ............................................................................................................... 35
Consolidated Cash Flow Statement ............................................................................................................................... 36
Consolidated Statement of Changes in Equity ............................................................................................................... 37
Notes to the Financial Statements ................................................................................................................................. 38
Consolidated Entity Disclosure Statement ..................................................................................................................... 76
Directors’ Declaration .................................................................................................................................................... 77
Independent Auditor’s report to the members of Bannerman Energy ltd .................................................................... 78
Additional Shareholder Information .............................................................................................................................. 83
ABOUT BANNERMAN ENERGY
About Bannerman - Bannerman Energy Ltd is a uranium development business listed on the Australian and Namibian
stock exchanges and traded on the OTCQX Market in the US. Its flagship asset is the advanced Etango Uranium Project
located in the Erongo Region of Namibia.
Etango has benefited from extensive exploration and feasibility activity over the past 15 years. The Etango tenement
possesses a globally large-scale uranium mineral resource1. In December 2022, a Definitive Feasibility Study (DFS)2 was
completed on the Etango-8 Project, confirming to a definitive-level the strong technical and economic viability of
conventional open pit mining and heap leach processing of the Etango deposit at 8Mtpa throughput (for average
annual output of 3.5 Mlbs U3O8). In March 2024, a scoping study3 demonstrated the capacity to expand annual
production to 6.7 Mlbs U3O8.
Etango’s advanced credentials are further highlighted by the construction and multi-year operation of the Etango
Heap Leach Demonstration Plant, which comprehensively de-risked the conventional acid heap leach process to be
utilised on the Etango ore. All environmental approvals have been received for the proposed Etango mine and external
mine infrastructure, based on a 12-year environmental baseline. Bannerman was awarded the Mining Licence for
Etango in December 2023 and is progressing all key project workstreams towards a targeted positive Final Investment
Decision (FID) in parallel with strengthening uranium market fundamentals.
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 third
largest producer of uranium, Namibia is an ideal development jurisdiction boasting political stability, security, a strong
rule of law and an assertive development agenda. The Bannerman team has ample direct experience in the
development, construction and operation of uranium projects in Namibia, as well as extensive links into the
downstream nuclear power industry.
Bannerman has long established itself as an Environmental, Social and Governance (ESG) leader in the uranium and
nuclear energy sector. It is also a leader within Namibia on social development and community engagement and
exercises best-practice governance in all aspects of its business. This was recently recognised with receipt of the 2023
African Mining Indaba’s ESG Award for Community Engagement.
More information is available on Bannerman’s website at www.bannermanenergy.com.
1 and 2 Refer to Bannerman’s ASX release dated 6 December 2022, Etango-8 Definitive 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.
3 Refer to Bannerman’s ASX release dated 18 March 2024, Etango-XP and Etango-XT Scoping Study.
BANNERMAN ENERGY LTD
1
2024 ANNUAL REPORT
CHAIRMAN’S LETTER TO SHAREHOLDERS
Dear Fellow Shareholder,
I am pleased to present the 2024 Annual Report, which highlights a year of disciplined execution of our strategy. While
continuing to prioritise safety and environmental stewardship, the Company has maintained momentum in early
works towards construction, positioning us to leverage the favourable outlook for uranium and meet the growing
global energy demand.
This past financial year, we have made significant strides in advancing our flagship Etango Uranium Project in Namibia.
We successfully completed the Front-End Engineering and Design (FEED) and Control Budget Estimate (CBE) processes,
refining the Etango-8 Definitive Feasibility Study outcomes. We also delivered the Etango-XP and Etango-XT Scoping
Study, demonstrating the flexibility and longevity that the world-class scale Etango ore body provides, through
potential expansion (XP) or extension (XT) of the base-case Etango-8 mine. These milestones enable our preparation
for the project's construction phase. Our detailed design activities have commenced, focusing on bulk earthworks and
civil engineering, with early works construction progressing as planned. In December 2023, we were granted the
Etango Mining Licence (ML 250), marking an essential step towards the project's realisation. With the grant of ML
250 all necessary licences and approvals are now in place to construct and operate the Etango mine.
Our financial position remains solid. As of 30 June 2024, our cash balance stood at A$24.0 million, bolstered by the
successful raising of A$85 million through a two-tranche placement to institutional and sophisticated investors. The
first tranche of A$75.7 million was received in early July, and the second tranche of A$9.3 million was received in mid-
August 2024. This placement ensures that we are well-funded to continue our development activities and maintain
momentum towards the project's next phase.
The uranium market experienced notable volatility over the past year. The spot price of uranium reached a high of
US$107/lb in early February before stabilising to trade between US$85/lb and US$95/lb. By the end of the financial
year, the spot price was US$87/lb, while the long-term price indicator closed at US$80/lb. These market dynamics
underscore the importance of our appointment of Ms Olga Skorlyakova as Vice President of Market Strategy. Her
expertise and network within the nuclear industry have been instrumental in advancing our uranium marketing
efforts.
Our commitment to sustainability remains central to our operations. Our inaugural 2023 Sustainability Report,
published in September 2023, outlines our achievements and future plans across our core sustainability pillars: People,
Planet, and Performance. This report details our efforts to integrate environmental stewardship, social responsibility,
and ethical governance into all aspects of our business.
This year saw important changes to our Board and executive team, reflecting the evolution of your company from the
development phase into the construction and production phases. After nearly 15 years of service, Mr Ronnie Beevor
retired from his position as Non-Executive Chairman. I transitioned to the role of Executive Chairman (whilst retaining
the position of Managing Director), focusing on corporate affairs and capital markets, with Ms Alison Terry appointed
Lead Independent Director to preserve our commitment to governance. Mr Gavin Chamberlain was appointed Chief
Executive Officer after serving with excellence in his role as Chief Operating Officer. These changes are part of our
effort to enhance leadership as we approach the construction phase of the Etango Project.
Looking ahead, our primary focus will be on advancing the Etango Project, leveraging the favourable market conditions
for uranium and our strong project fundamentals. The Scoping Study for the Etango-XP and Etango-XT options has
demonstrated the potential for future expansion and life extension of the project, further enhancing the long-term
value proposition for our stakeholders. We were also included in the S&P Dow Jones S&P/ASX 300 Index in March
2024, reflecting our strong market position and the growing recognition of our strategic value.
The global outlook for uranium remains positive, driven by increasing support for nuclear power worldwide. Current
analysis indicates a long-term trend of rising demand for uranium, with the market expected to see significant growth
in reactor requirements, especially in China and Western countries diversifying their nuclear fuel supplies away from
Russia. The ban on Russian nuclear fuel imports into the USA and similar actions in the EU, UK, and Canada are likely
to constrain supply, thereby increasing demand for uranium from other sources. The projection for uranium prices
remains strong, with the long-term price expected to continue its upward trajectory due to these geopolitical shifts
and the structural supply deficit in the market. This favourable outlook positions us well to capitalise on the growing
demand and secure a long-term sustainable uranium business.
CHAIRMAN’S LETTER TO SHAREHOLDERS (CONTINUED)
BANNERMAN ENERGY LTD
2
2024 ANNUAL REPORT
I am grateful to the Namibian government for its unwavering support of Etango and our host community for its
patience as we realise Etango’s tremendous employment and development potential. I extend my gratitude to Ronnie
Beevor for his contributions and guidance over the years. I also thank Gavin Chamberlain and the entire team for their
dedication and hard work. Finally, I express my appreciation to our shareholders for their continued support and
confidence in our company.
We remain committed to advancing the Etango Project and delivering long-term value to our shareholders. I look
forward to updating you on our progress in the coming year.
Yours sincerely,
Brandon Munro
Executive Chairman
Bannerman Energy Ltd
BANNERMAN ENERGY LTD
3
2024 ANNUAL REPORT
BOARD OF DIRECTORS AND EXECUTIVES
Brandon Munro
LLB, B.Econ, GAICD, F Fin, GradDipAppFin SIA
Executive Chairman & Managing Director
Term of Office:
CEO and Managing Director since 9 March 2016,
Appointed as Executive Chairman 7 March 2024 (whilst
retaining position of Managing Director)
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
Council, which provides strategic advice to the
Association’s Director-General and Board. Brandon
served as Co-Chair of the World Nuclear Association’s
Nuclear Fuel Demand working group for four years and
was an expert contributor on uranium to the UN
Economic Commission for Europe. Brandon’s voluntary
service has included board roles in the conservation, arts,
and education sectors.
Special Responsibilities
Managing Director
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
Alison Terry
LLB (Hons), B.Econ, GradDipBus(Actg), GAICD
Lead Independent Director
Term of Office
Director since 13 October 2022
Independent Yes
Skills, experience, and expertise
Alison is an experienced senior executive and
company director with a deep understanding of
sustainability, ESG dynamics, legal and corporate
affairs, and the complexities of major operations. Her
recent executive roles have included Director
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 Matrix
Composites and Engineering Limited, 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
Lead Independent Director
Chairperson of the Sustainability Committee
Member of the Remuneration, Nomination and
Corporate Governance Committee.
Current ASX listed directorships
Matrix Composites & Engineering (12 February 2024 to
present)
Former ASX listed directorships over the past three
years
Nil
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
BANNERMAN ENERGY LTD
4
2024 ANNUAL REPORT
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
Chairperson of the Remuneration, Nomination and
Corporate Governance Committee
Member of the Audit Committee
Current ASX listed directorships
Nil
Former ASX listed directorships over the past three
years
Nil
Clive Jones
B.App.Sc(Geol), M.AusIMM
Non-Executive Director
Term of Office
Director since 12 January 2007
Independent Yes
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 the Remuneration, Nomination and
Corporate Governance Committee
Current ASX listed directorships
Cazaly Resources Limited (15 September 2003 to
present)
Former ASX listed directorships over the past three
years
Nil
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
Non-Executive Director 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
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
BANNERMAN ENERGY LTD
5
2024 ANNUAL REPORT
CHIEF FINANCIAL OFFICER AND
COMPANY SECRETARY
Stephen Herlihy
CA, CTA, FCPA, F Fin, FGIA
B. Bus (Actg), GradDipAppFin SIA, MBA
Term of Office
Company Secretary since 24 January 2022
Skills, experience, and expertise
Steve is a Chartered Accountant with over 30 years
professional experience. His extensive background in the
resources sector includes several roles within BHP
Limited, commencing as global Financial Controller for
BHP Iron Ore before progressing to special project roles.
More recently, he was a partner of a national accounting
and advisory firm that was part of a top-ten global
accounting network.
Steve has deep, hands-on experience in project finance
and M&A activities. His broad transactional experience
ranges from negotiating small joint venture agreements
through to lead commercial roles on large-scale
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.
BOARD OF DIRECTORS AND EXECUTIVES (CONTINUED)
BANNERMAN ENERGY LTD
6
2024 ANNUAL REPORT
EXECUTIVE
Gavin Chamberlain
Pr Eng, BSc (Civil Eng), GDE
Chief Executive Officer
Term of Office
Chief Operating Officer since 3 February 2023, appointed
as Chief Executive Officer 7 March 2024
Skills, experience, and expertise
Gavin is a deeply experienced minerals sector leader, with
a successful track record spanning 30 years 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.
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.
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”.
BANNERMAN ENERGY LTD
7
2024 ANNUAL REPORT
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
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 2024 (“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
Position
Independent
Appointed
Retired
Ronnie Beevor
Non-executive Chairman
Yes
27 July 2009
7 March 2024
Brandon Munro
Executive Chairman/Managing Director
No
09 March 2016
-
Alison Terry
Lead Independent Director
Yes
13 October 2022
-
Ian Burvill
Non-executive Director
Yes
14 June 2012
-
Clive Jones
Non-executive Director
Yes
12 January 2007
-
Mike Leech
Non-executive Director
Yes
12 April 2017
-
Mr Beevor retired from the Board effective 7 March 2024, with Mr Munro appointed Executive Chairman/Managing
Director and Ms Terry appointed Lead Independent Director.
COMPANY SECRETARY
The company secretary of Bannerman in office during the financial year and up to the date of this report was:
Name
Appointed
Stephen Herlihy
24 January 2022
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 2024 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 committee meetings
Board meetings
Audit Committee
Remuneration,
Nomination and Corp.
Governance
Sustainability
Committee
Committee
A
B
A
B
A
B
A
B
Ronnie Beevor
5
5
2
2
1
1
1*
-
Brandon Munro
7
7
2*
-
2*
-
2*
-
Ian Burvill
7
7
2
2
2
2
1*
-
Clive Jones
7
7
2*
-
2
2
2
2
Mike Leech
7
7
2
2
2*
-
2
2
Alison Terry
7
7
2
2
2
2
2
2
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.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
8
2024 ANNUAL REPORT
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
Share Options
Performance Rights
Beneficial,
private
company or
trust
Own name
Beneficial,
private
company or
trust
Own name
Beneficial,
private
company or
trust
Own name
Brandon Munro
1,444,964
-
421,393
-
1,825,929
-
Alison Terry
-
-
-
25,270
-
-
Ian Burvill
-
292,909
-
15,796
-
-
Clive Jones
1,800,428
-
29,045
-
-
-
Mike Leech
-
684,600
-
54,219
-
23,360
PRINCIPAL ACTIVITIES
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 178,604,511 ordinary shares on issue.
As at 30 June 2024, Bannerman had on issue 21,750,729 unlisted options and 127,155 performance share rights issued
under the shareholder-approved Employee Incentive Plan (“EIP”) and 294,435 unlisted options and 23,360
performance share rights 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:
653,178 unlisted options were exercised, and a corresponding number of shares were issued.
150,308 options lapsed unexercised.
232,788 unlisted employee performance rights and options have, pursuant to the terms of the Employee
Incentive Plan (EIP) and Non-Executive Director Share Incentive Plan (NEDSIP), been forfeited and cancelled
following non-satisfaction of the relevant performance criteria.
432,898 fully paid ordinary shares were issued upon vesting of unlisted employee performance rights in
accordance with the terms of the EIP and NEDSIP.
1,150,567 unlisted options were granted in accordance with the EIP and NEDSIP as approved by shareholders
on 9 November 2023.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
9
2024 ANNUAL REPORT
Annual General Meeting
Bannerman held its Annual General Meeting on 9 November 2023. All resolutions put to the meeting were passed by
poll, including adoption of the 30 June 2023 Remuneration Report, re-election of selected Directors and issue of
performance-based securities to the Executive Chairman under the EIP.
Namibia Critical Metals Inc additional investment
On 22 December 2023, the Company acquired a further 3,983,333 shares in Namibia Critical Metals Inc (NMI) with a
share price of C$0.06 (Canadian dollar) per share due to the Company’s participation in an NMI Private Placement
(capital raising). The acquisition takes the Company’s interest in NMI to 42.1%. The shares were issued with 3,983,333
free-attaching warrants which are exercisable at C$0.10 on or before 22 December 2025.
Board of Directors restructure
On 7 March 2024, the following board changes occurred:
Ronnie Beevor retired from the position of Non-Executive Chairman.
Brandon Munro, the Company’s Chief Executive Officer was appointed to Executive Chairman (whilst
retaining his position of Managing Director).
Gavin Chamberlain, the Company’s Chief Operating Officer was appointed to Chief Executive Officer.
Alison Terry, a Non-Executive Director, was appointed to Lead Independent Director.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
10
2024 ANNUAL REPORT
ETANGO URANIUM PROJECT (BANNERMAN 95%)
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.
Figure 1 – The Etango Project showing ML 250
Regulatory Approvals
On 14 December 2023, Bannerman was granted Mining Licence (ML 250) for the Etango Project. The Company had
already obtained all necessary environmental and heritage approvals based on environmental baseline monitoring
and studies commenced 12-years ago. This achievement, together with positive uranium market trends, is enabling
the Company's progress on crucial project activities.
Early Works and Design Programs
Initial early works contracts for the temporary construction water pipeline and site access road were placed in
December 2023 following the receipt of the Mining Licence.
The temporary construction water pipeline contract ensures sufficient water is available onsite when the main
earthworks and civil contracts commence. The access road enables controlled access to the mine site with minimal
impact on the surrounding area from the start of full construction works.
These contracts were awarded to a local Namibian contractor and followed a tender process undertaken earlier in the
year. The prompt award of these early works contracts enabled Bannerman to maintain its current construction
schedule for Etango. Both contracts were successfully completed post the end of the reporting period.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
11
2024 ANNUAL REPORT
Figure 2 – The water reservoir completed in July 2024 has a diameter of 11.7m and can hold up to 700m3 of water
Front-End Engineering Design (FEED) activities for Etango were completed and detailed design commenced during the
first half of calendar 2024.
Other key activities completed during that half included the placing of the initial seven mechanical supply package
orders in the communition circuit to secure vendor data and allow design works to continue in this area. Tender
construction packages for the mining, earthworks, concrete, and structural mechanical installation were issued to the
market for pricing.
The critical bulk earthworks contract for Etango (spanning a 2-year forward term) was awarded post the end of the
reporting period.
Etango-XP / XT Scoping Study
On 18 March 2024, Bannerman released a Scoping Study evaluating future higher throughput and operating life cases
for the Etango Project. Two future phase growth options were evaluated: a post ramp-up expansion in throughput
capacity to 16 Mtpa (Etango-XP) or an extension of operating life to 27 years (Etango-XT).
The Scoping Study evaluation of the XP and XT cases was undertaken to demonstrate the potential technical and
economic viability of subsequent expansion and/or life extension options for Etango post successful construction and
ramp-up of the Etango-8 development. The outcomes categorically evidenced this future growth optionality, with the
long-term scalability of the world-class Etango resource remaining highly robust under the base case Etango-8
approach to initial project development.
The ability to enact either the XP or XT plans, post-delivery of the initial Etango-8 development, also affords
Bannerman substantial real option value across a range of long-term uranium price outcomes.
FEED and Control Budget Estimate (CBE)
On 11 June 2024, the Company announced the completion of the FEED and CBE processes. The Etango-8 CBE was
undertaken concurrently with the FEED process to further increase the estimation accuracy of the capital and
operating cost forecasts in the December 2022 DFS and to update those forecasts to current market conditions.
The CBE outcomes delivered strong reinforcement of the overall quality of the Etango-8 design, along with significant
further de-risking of the project development and execution profile. In particular, the cost estimation accuracy was
improved to +/-10% (from DFS +/-15%) through offers received from competitive tender for over 80% of the total
Etango-8 capital costs.
The CBE pre-production capital forecast for Etango (US$353.5M) showed a modest 11.3% increase on the DFS estimate
(inclusive of unchanged contingency). It is noteworthy however that this increase was predominantly driven by design
enhancements that deliver operating cost efficiencies and reduce operating risks:
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
12
2024 ANNUAL REPORT
o
Design changes delivering operating cost benefits, improved operational resilience and increased
certainty: +US$21.6M (+6.9%)
o
Inflationary impacts offset by FX changes: +US$14.5M (+4.4%).
The Etango life-of-mine operating cost forecast only changed slightly from the DFS estimate, with the CBE life-of-mine
All-in-Sustaining Cost (AISC) increasing just US$1.0/lb (+2.6%) to US$39.1/lb U3O8.
Revised financial forecasts for the Etango Project (Etango-8 base case and Etango-XP/XT subsequent growth
scenarios), incorporating the outcomes of the CBE, are presented below.
Etango-8 forecast economics (incorporating completion of FEED and CBE outcomes)1
1.
Reflective of the updated cost estimates from the Control Budget Estimate (CBE) contained in the ASX release dated 11 June 2024,
“Etango-8 FEED Complete and Costs Updated; Detailed Design Commenced”.
For full details of the Etango-8 DFS, please refer to ASX release dated 6 December 2022, “Etango-8 Definitive-Feasibility Study”. In addition,
please refer to ASX release dated 11 June 2024, “Etango-8 FEED Complete and Costs Updated; Detailed Design Commenced”. Other than
the updated capital and operating costs expressed in the 11 June 2024 release, Bannerman confirms that it is not aware of any new
information or data that materially affects the information included in the 6 December 2022 release. All material assumptions and technical
parameters underpinning the estimates in the 6 December 2022 release continue to apply and have not materially changed.
Etango-XP/XT forecast economics (incorporating completion of FEED and CBE outcomes)1
1.
Reflective of the updated cost estimates from the Control Budget Estimate (CBE) contained in the ASX release dated 11 June 2024,
“Etango-8 FEED Complete and Costs Updated; Detailed Design Commenced”, and Investor Presentation (Revised) released 26 June
2024.
For full details of the Etango-XP and Etango-XT Scoping Study, please refer to ASX release dated 18 March 2024, “Etango-XP and Etango-
XT Scoping Study”. In addition, please refer to ASX release dated 11 June 2024, “Etango-8 FEED Complete and Costs Updated; Detailed
Design Commenced”. Other than the updated capital and operating costs expressed in the 11 June 2024 release, Bannerman confirms that
it is not aware of any new information or data that materially affects the information included in the 18 March 2024 release. All material
assumptions and technical parameters underpinning the estimates in the 18 March 2024 release continue to apply and have not materially
changed.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
13
2024 ANNUAL REPORT
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.
The Etango Project is based on a resource estimate compiled or reviewed by Mr Ian Glacken, Principal Consultant at
Snowden Optiro Pty Ltd and a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Glacken has sufficient
experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity
which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves”, is an independent consultant to Bannerman.
The Ore Reserves of the Etango Project is based on information compiled or reviewed by Mr Werner K Moeller, a
Director since 2016 of Qubeka Mining Consultants CC based in Klein Windhoek, Namibia. Prior to 2016 Mr. Moeller
was a Director of VBKom Consulting Engineers (Pty) Ltd based in Centurion, South Africa from 2008. Mr Moeller is a
Member of The Australasian Institute of Mining and Metallurgy (MAusIMM nr. 329888), a Member of the South
African Institute of Mining and Metallurgy (MSAIMM nr. 704793) and a Member of the Canadian Institute of Mining,
Metallurgy and Petroleum (MCIM nr. 708163). He graduated from the University of Pretoria, South Africa and holds a
Bachelor degree, majoring in Mine Engineering (2001) and an Honours degree, majoring in Industrial Engineering
(2002). Mr Moeller is a practising mining engineer, having practiced his profession continuously since 2002, and has
sufficient experience relevant to the style of mineralisation and types of deposits under consideration and to the
activity which is being undertaken to qualify him as a Competent Person as defined in the 2012 Edition of the
“Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
14
2024 ANNUAL REPORT
CONSOLIDATED RESULTS
The consolidated net loss after tax for the 12 months ended 30 June 2024 was $9,561,939 (2023: $4,750,328), which
was attributable primarily to the impairment of the Consolidated Entity’s equity-accounted investment in Namibia
Critical Metals $4,396,125, corporate and administrative expenses, share of losses of an equity accounted investment
$1,009,987 (2023: $47,763) and non-cash share-based compensation expenses.
Administration and corporation expense for the reporting period was $2,492,758 (2023: $1,967,616), and staff
expenses amounted to $3,198,312 (2023: $2,530,522).
Income for the reporting period included interest income of $1,622,157 (2023: $1,384,455).
Capitalised exploration and evaluation expenditure was $78,824,678 as at 30 June 2024 (2023: $60,305,478) 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 $16,687,034 (2023: $7,279,219). A
foreign exchange translation gain of $1,832,166 (2023: $5,775,996 loss), resulting in a decrease in carrying value, was
also recorded for the year. This adjustment reflects the strengthening of the Namibian $ against the Australian $ over
the year. Please refer to Note 13 in the “Notes to the Financial Statements”, for further information on exploration
and evaluation expenditures.
Cash Position
Cash and cash equivalents were $24,046,438 as at 30 June 2024 (2023: $42,588,696).
Cash outflow from operating activities during the year amounted to $2,631,441 (2023: $2,328,955).
Cash outflow from investing activities during the year amounted to $15,824,098 (2023: $7,004,434), related primarily
to the Etango Project’s Front-End-Engineering Design (FEED) and detailed engineering design expenditures and also
capital expenditure pertaining to the early-works program.
Cash outflow from financing activities during the year amounted to $87,248 before costs (2023: $96,197 inflow), and
predominantly related to lease liability repayments.
Issued Capital
Issued capital at the end of the financial year amounted to $211,925,345 (2023: $210,628,676). The increase of issued
capital predominately relates to the issue of shares in settlement of the Savannah Etango Project settlement.
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
10-13 of this report.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Subsequent to year-end the Company completed an equity raising of $85,000,657 in a two-tranche placement to new
and existing institutional and sophisticated investors. These two tranches were ratified (first tranche) and approved
(second tranche) at the Company’s 12 August 2024 general meeting. Details of each tranche of securities are included
below:
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
15
2024 ANNUAL REPORT
1. First tranche - On 4 July 2024 the Company issued 22,927,010, fully paid ordinary shares at an issue price of
$3.30, raising $75,659,133 (before fees).
2. Second tranche - On 15 August 2024 following shareholder approval the company released a second tranche
of 2,830,765 fully paid ordinary shares with the same issue price of $3.30, raising a further $9,341,524 (before
fees).
The proceeds of the funding will be utilised in the continuing development of the Etango Project and will fund the
detailed engineering design, early works program and provide general working capital. Following the completion of
the equity raise the Company has a total number of 178,604,511 fully paid ordinary shares on issue.
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
Vesting Date
Exercise Price
Expiry Date
Number
Options
15-Nov-22
$ 4.50
15/11/2024
138,780
15-Nov-23
$ -
15/11/2026
81,618
15-Nov-24
$ -
15/11/2027
130,668
15-Nov-24
$ -
15/11/2029
163,435
15-Nov-24
$ -
15/11/2031
36,394
15-Nov-25
$ -
15/11/2030
781,253
15-Nov-26
$ -
15/11/2031
713,016
Options Total
2,045,164
Rights
15-Nov-22
$ -
N/A
845,779
15-Nov-23
$ -
N/A
1,124,361
15-Nov-24
$ -
N/A
180,375
Rights Total
2,150,515
Grand Total
4,195,679
Share Options and Performance Rights issued
During the financial year 1,150,567 share options (2023: 847,621) and NIL performance rights (2023: NIL) 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 653,178 share options (2023: 241,035) were exercised.
Performance Rights vested
During or since the end of the financial year, 1,124,361 performance rights (2023: 845,779) have vested.
Share Options and Performance Rights forfeited or cancelled
During or since the end of the financial year, 187,391 share options (2023: nil) and 195,705 performance rights (2023:
28,474) were forfeited or cancelled.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
16
2024 ANNUAL REPORT
Share Options expired or lapsed
During or since the end of the financial year, no share options (2023: NIL) have expired or lapsed.
SUSTAINABILITY 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.
During the reporting period, no material issues arose with respect to sustainability:
o
No Lost Time Injuries (LTI) occurred within Bannerman, or amongst onsite service providers.
o
The peripheral environment to the Project Area of the Etango Mine was protected from adverse impacts.
o
Bannerman reassured Communities of Place they would not be adversely impacted by the mine.
Sustainability Targets
Targets for continual improvement in Bannerman’s ESG protocols and activities were provided in the 2023
Sustainability Report. Bannerman’s performance against these targets is described below:
2023 Sustainability Targets
Progress and Performance Outcomes
Promote diversity in employment, effective
stakeholder
engagement,
and
cultural
awareness.
Bannerman has implemented a training and development
module to address this target. Continuous monitoring of diversity
metrics and feedback from stakeholders ensures ongoing
awareness and engagement, with process adjustments made as
needed to close any identified gaps.
Respond
to
workplace
harassment
or
discrimination, grievances, or concerns.
Bannerman has developed a workplace harassment training and
development module. Training utilising this module will be
completed by the end of 2024.
All employees to complete Human Rights
training.
Bannerman has developed a Human Rights training and
development module. Continuous tracking and periodic review
for compliance will ensure all employees complete the training,
with follow-ups conducted to close any gaps in participation or
understanding.
Implement
Namibian
Affirmative
Action
(Employment) Act as headcount grows.
The Company registered with the Employment Equity
Commission, and the nominations for the Affirmative Action
Committee were completed.
Achieve highest standards of safety and health
within
the
Environmental
and
Social
Management System (ESMS) Framework.
A Contractor Management Manual was prepared for Bannerman
Superintendents,
encompassing
all
contractors
and
subcontractors, and outlining safety and health expectations.
Continuous monitoring of compliance ensures adherence to
these standards, with corrective actions taken to close any
identified gaps.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
17
2024 ANNUAL REPORT
2023 Sustainability Targets
Progress and Performance Outcomes
Achieve 14 years of zero lost-time injuries (LTI).
No LTIs were recorded in 2023/2024. Managers actively track and
monitor field presence and contact with project teams, ensuring
ongoing compliance and addressing any emerging safety gaps
immediately.
Grow
Early
Learner
Assistance
(ELA)
Programme - a further 300 learners.
The support tally for Early Learner in 2023/2024 is tracked.
Continuous monitoring of the program's impact has ensured that
the target of supporting 300 additional learners has been met.
Implement a second educational initiative -
outstanding
educational
outcomes
for
underprivileged youth.
In 2023, Bannerman Energy entered a strategic partnership with
Mondesa Youth Opportunities (MYO), a non-profit organisation
providing
supplementary
education
to
students
from
underprivileged schools in Swakopmund, Namibia. The three-
year partnership supports Bannerman’s sustainability goals and
complements its Early Learner Assistance Program. By co-
sponsoring MYO, Bannerman helps ensure the organisation’s
financial stability and the continuation of educational programs
in key subjects like English, Mathematics, and Life Skills. This
partnership aligns with Bannerman’s objective to improve
educational outcomes by 2025 alongside its Early Learner
Assistance Program, which has supported over 3,500 learners
since 2011.
Update and consolidate Environmental Social
Impact Assessments (ESIAs) into a single
document.
A Summary of ESIAs and study reviews has been prepared and is
in the finalisation stage. The consolidation process is monitored
to ensure all relevant documents are included.
A single reference point for Environmental
Management Plans.
The
Etango
Environmental
Impact
Assessments
were
consolidated into a Contractor Management Plan for the
Construction phase. Continuous updates ensure the plan remains
comprehensive.
Forecast
Etango
greenhouse
gas
(GHG)
emissions, identify potential reductions in
construction and operation phases.
Emissions from the Etango Mine were estimated and included
the optimal construction of landforms for storage of waste rock
from mining and storage heap leach material by comparing use
of trucks and electrically powered conveyors.
Consider climate change in the designs,
construction, and operational practices for
Etango.
Physical and financial risks for the Etango Mine due to climate
change have been ranked. Allowances in mining-project design
have been made and contingencies for the operational phase
have been identified.
Revise & implement new policies, Code of
Conduct, role descriptions and expectations of
workers.
The Code of Conduct for Bannerman was updated and approved,
with individuals' role descriptions amended to incorporate the
Code
of
Conduct,
which
in
turn
requires
individual
acknowledgment.
Continuous
policy reviews ensure
all
documents remain up to date, with ongoing compliance
addressed through targeted revisions. The Code of Conduct for
Bannerman Energy was reviewed and approved by the Board and
uploaded to the website. The Job-Description template requires
acknowledgement of the Code of Conduct and expectations of
workers. Bannerman’s policies are being progressively reviewed
and revised by the Sustainability Committee.
Ensure all employees complete Bribery and
Corruption Policy and Whistleblower training.
Bannerman has developed a training and development module
for implementation. All staff have been trained using this
module.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
18
2024 ANNUAL REPORT
MATERIAL BUSINESS RISKS
The Board is committed to monitoring and mitigating business risks faced by Bannerman, including the key risks listed
below, which have the potential to materially impact its financial prospects.
These risks are not ranked in order of importance or timeframe, and the Board’s risk management framework is
designed to allow both the Board and management to assess and implement strategies to mitigate these risks. Risk
management and assessment activities are designed to reduce or manage risks to levels acceptable to the Board and
management.
Commodity Price
Bannerman’s financial performance is directly linked to uranium (U3O8) prices, which are influenced by global supply-
demand dynamics, geopolitical factors, and nuclear energy policies. Volatility in uranium prices could present a risk to
the profitability of the Etango Project, particularly during prolonged periods of low prices, which could negatively
impact Bannerman’s revenue and cash flow.
To mitigate these risks, Bannerman is focused on securing optimal exposure to long-term offtake agreements and
contracts with multiple buyers, structured across varying terms to provide stable cash flows and predictable revenue.
A portfolio of strategically blended long and short-term contracts also enables Bannerman to retain the flexibility to
capture the upside in a rising market by maintaining tactical exposure to spot prices.
Etango Project Funding
Financing arrangements for the construction of the Etango Project are influenced by market conditions, uranium
prices, and the terms offered by potential financiers. The Company’s ability to secure optimal funding is essential, as
there is a risk that project construction could be delayed or funded under suboptimal terms.
To mitigate this risk, Bannerman immediately commenced early works—including the project access road, temporary
water supply, and detailed design—following the granting of the mining licence in December 2023. Additionally, the
strategic capital raise completed in August 2024 enabled Bannerman to advance temporary power infrastructure and
schedule critical earthworks.
These initiatives and the ongoing advancement of detailed design provide Bannerman with the flexibility to optimise
project funding through patient consideration of offtake agreements and careful assessment of debt and strategic
financing options. This approach maximises shareholder value while ensuring the long-term sustainability of the
Etango Project.
Etango Project Construction
The construction of the Etango Project poses risks related to potential delays, cost overruns, and contractor
performance. External factors, including global economic conditions, supply chain disruptions, and regulatory changes,
could affect project progress.
Bannerman has implemented a comprehensive project management framework and engaged experienced personnel
and contractors to manage these risks. Bannerman has also opted for an Engineering, Procurement, and Construction
Management (EPCM) approach, providing flexibility to control costs and make adjustments throughout the project
lifecycle. This approach also mitigates risks by allowing Bannerman to directly manage procurement and contractor
engagement, ensuring control over the project’s schedule and execution.
Environmental, Social, and Governance (ESG)
Bannerman recognises that strong ESG performance is critical to operational success and long-term value creation.
The Company is committed to minimising its environmental footprint, maintaining ethical governance practices, and
fostering positive relationships with local communities.
The Board regularly reviews the Company’s ESG performance to ensure compliance with global standards and evolving
stakeholder expectations. Failing to meet these standards could result in regulatory penalties, project delays, or
reputational damage, affecting Bannerman's financial standing.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
19
2024 ANNUAL REPORT
Bannerman's environmental management strategy focuses on responsible water and energy usage, reducing
emissions, and managing waste. On the social front, the Company prioritises safety, local employment, and
community engagement, ensuring that the benefits of the Etango Project extend to the surrounding regions.
Data Protection and Cyber Security
The Company recognises the critical importance of safeguarding its digital assets, systems, and information from
unauthorised access or disruption.
Bannerman has conducted a detailed risk assessment and implemented a range of mitigating controls to address cyber
threats.
While the current cyber security framework remains robust and fit for purpose, the Company acknowledges the need
to enhance its defences as it grows. To this end, Bannerman is implementing a comprehensive Cyber Security Plan,
including a secure-by-design IT/OT architecture, a Cyber Security Incident Response Plan, and cyber security training
across the organisation.
The Plan will also incorporate a centralised document management system with specific training on handling sensitive
information and an immutable backup protection system to safeguard critical data.
Additional measures include email security, real-time threat monitoring, multi-factor authentication (MFA) for critical
systems, regular penetration testing, and incident response simulations. These efforts aim to ensure business
continuity, protect data integrity, and enable rapid recovery in the event of a breach.
Labour Market and Talent Retention
Securing and retaining skilled talent is essential to successfully executing the Etango Project and Bannerman’s ongoing
operations. Failure to effectively manage labour risks could impact project timelines and operational performance.
While the mining industry often faces challenges related to labour shortages, competition for skilled workers, and high
turnover rates, the Etango Project benefits from being located within a short distance of Swakopmund and the Walvis
Bay Port, which alleviates some of the logistical and labour-related challenges typically associated with remote
operations. There is also a risk of increased costs and operational inefficiencies if key roles cannot be filled promptly.
Bannerman mitigates this risk through competitive employee compensation, training and development programmes,
and engagement initiatives to foster a positive workplace culture. The Company is focused on attracting local talent
and partnering with local educational institutions to build a pipeline of skilled workers.
Privacy Laws
The regulatory environment surrounding privacy laws is evolving, placing increased obligations on businesses to
protect personal data. Failure to comply with these regulations could result in financial penalties, legal consequences,
and reputational damage, adversely affecting the Company’s financial standing.
Bannerman ensures compliance with the privacy laws of the jurisdictions in which it operates by continuously updating
its data protection policies, implementing robust internal controls, and conducting periodic internal reviews.
Management of Capital Resources
The Group is focused on managing its capital resources efficiently to meet operational and project-related
requirements. If the Group is unable to raise or manage capital as planned, it may face delays in the Etango Project or
other strategic initiatives, which could affect the Company’s financial position and long-term growth potential.
Bannerman’s capital management strategy includes optimising cash flow, maintaining liquidity, and controlling costs.
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.
DIRECTORS’ REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
20
2024 ANNUAL REPORT
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 (2023: nil).
ROUNDING
The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (where
rounding is applicable and where noted ($’000)) under the option available to the Company under ASIC Corporations
(Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which the Class Order
applies.
NON-AUDIT SERVICES
In accordance with the Company’s External Auditor Policy, the Company may decide to engage the external audit firm
on assignments additional to its statutory audit duties where the auditor’s expertise and experience with the Group
are important.
Details of the amounts paid or payable to the auditor, Ernst & Young, for audit and non-audit services provided during
the financial year are set out in Note 4 of the financial report.
The Board of directors, in accordance with advice received from the Audit Committee, is satisfied that the provision
of the non-audit services detailed in Note 4 of the financial report is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The directors are also satisfied that the provision
of these non-audit services did not compromise the auditor independence requirements of the Corporations Act 2001
because:
they have no reason to question the veracity of the auditor’s independence declaration referred to in the
section immediately following this section of the report; and
the nature of the non-audit services provided is consistent with those requirements.
AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young continues as external auditor in accordance with s327 of the Corporations Act 2001. The auditor’s
independence declaration as required under s307C of the Corporations Act 2001 is set out below and forms part of
this report.
BANNERMAN ENERGY LTD
21
2024 ANNUAL REPORT
AUDITOR’S INDEPENDENCE DECLARATION
BANNERMAN ENERGY LTD
22
2024 ANNUAL REPORT
REMUNERATION REPORT (AUDITED)
FOR THE YEAR ENDED 30 JUNE 2024
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 2023 to 30 June
2024 for the directors and executives of Bannerman and the Group in office during the financial year.
The information provided in this remuneration report has been audited as required by s308(3C) of the Corporations
Act 2001.
KEY MANAGEMENT PERSONNEL
For the purpose of this report, key management personnel of the Group (as defined in AASB 124 Related Party
Disclosures) are those persons identified in this section who have authority and responsibility for planning, directing,
and controlling the activities of the Group, whether directly or indirectly, including any director (whether executive or
otherwise) of the parent entity.
The directors and executives considered to be key management personnel of the Group up to the date of this report
are the directors and executives set out in Table 1 below.
Table 1 - Key management personnel
Name
Position
Period
Non-Executive Directors
Ronnie Beevor
Non-Executive Chairman
1 July 2023 – 7 March 2024
Alison Terry
Lead Independent Director
Full
Ian Burvill
Non-Executive Director
Full
Clive Jones
Non-Executive Director
Full
Mike Leech
Non-Executive Director
Full
Executive Director
Brandon Munro
Executive Chairman/Managing Director
Full
Other Executive Personnel
Gavin Chamberlain
Chief Executive Officer
Full
Werner Ewald
Managing Director – Namibia
Full
Stephen Herlihy
Chief Financial Officer and Company Secretary
Full
Olga Skorlyakova
Vice President, Market Strategy
Full
1. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
Board Remuneration, Nomination and Corporate Governance Committee
The Remuneration Committee assists the Board to fulfil its responsibilities to shareholders by ensuring the Group has
remuneration policies that fairly and competitively reward executives and the broader Bannerman workforce. The
Remuneration Committee’s decisions on reward structures are based on the current competitive environment,
remuneration packages for executives and employees in the resources industry and the size and complexity of the
Group.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
23
2024 ANNUAL REPORT
The Remuneration Committee’s responsibilities include reviewing the Company’s remuneration framework and
evaluating the performance of the Executive Chairman and 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
Year ended
30 June 2024
Year ending
30 June 2023
Cash
$
Share Options
Cash
$
Share Options /
Share Rights
$
Chairman of the Board
-
-
120,000
70,000
Lead Independent Director
95,000
25,000
-
-
Non-Executive Director
70,000
25,000
70,000
25,000
Additional fees for:
Chairman of the Audit Committee
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 shareholders and the actual book value
of issue.
The fees for Lead Independent Director were effective from 7 March 2024 on Alison Terry’s appointment to the newly created
role.
No additional retirement benefits are paid. The figures in Table 2 include the statutory superannuation contributions
of 11% (10.5% in 2023) required under Australian superannuation guarantee legislation.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
24
2024 ANNUAL REPORT
The Non-Executive Director Share Incentive Plan (“NEDSIP”), as approved by shareholders on 16 November 2022,
allows for the provision of either share rights or share options to non-executive directors. Under the NEDSIP, the
Company’s non-executive directors will receive a percentage of their director’s fees in the form of either share rights
or share options. The directors consider that the issue of share rights or share options to non-executive directors as
part of their remuneration package is reasonable and appropriate given:
(a)
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
(b)
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, determined from the date of when the
securities are issued to non-executive directors. The securities are allotted not at grant date when shareholder
approval occurs, but during the particular year of service it applies to.
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 2024 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 December 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.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
25
2024 ANNUAL REPORT
Bannerman benchmarks this component of executive remuneration against appropriate market comparisons using
information from similar companies and, where applicable, advice from external consultants.
Long-term incentive component (LTI)
The LTI awards are aimed specifically at creating long term 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 2024 financial year, options which will vest subject to pre-defined performance hurdles were allocated to
all executives (consistent with 2023 financial year). Upon exercise of the securities, shares in the Company will be
issued at nil 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 – performance measures including 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 2023 financial year for the Group’s
executives are as follows (2024 financial year results are currently under review and are still pending at reporting
date):
Key Performance Indicator
Performance measurement
weighting
Performance result
Safety
18%
93%
Operational
30%
94%
Capital
16%
90%
Regulatory
10%
92%
Corporate
26%
91%
Total
100%
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:
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
26
2024 ANNUAL REPORT
Table 3 – ASR Vesting Schedule
On 30 June 2024 the 2021/22 ASR measured employee incentive securities (30 June 2023: 2020/21 securities) were
performance measured. The measurement criteria and results for the financial year are stated in the following table:
ASR
performance
outcome
(compound
growth over 2yrs)
Percentage of award that will vest
Allocation results
2021/22
2020/21
Negative performance
0%
Between 0 and 20% compounding per annum
Scale applicable between 0 and 100%
At or above the 20%
100%
Please note the 2021/22 allocations are due to vest on 15 November 2024 (subject to continuous service conditions,
see below), and the 2020/21 allocations were cancelled on 15 November 2023.
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
2024 are as follows:
Table 4 – Non-executive director remuneration
Post
Employment
Sub-total
Share
Based
Payments
Total
Performance
Related
Year
Base
Fees
$
Other
$
Superannuation
$
$
Options /
Rights
$
$
%
Non-Executive Directors
Ronnie Beevor (i)
2024
82,418
-
-
82,418
105,855
188,273
0%
2023
120,000
-
-
120,000
92,073
212,073
0%
Alison Terry (i)
2024
70,099
-
7,711
77,810
42,097
119,907
0%
2023
45,352
-
4,762
50,114
12,470
62,584
0%
Ian Burvill
2024
63,063
-
6,937
70,000
45,131
115,131
0%
2023
63,348
-
6,652
70,000
34,528
104,528
0%
Clive Jones
2024
63,063
-
6,937
70,000
45,131
115,131
0%
2023
63,348
-
6,652
70,000
34,528
104,528
0%
Mike Leech (ii)
2024
111,920
-
-
111,920
87,276
199,196
0%
2023
112,629
-
-
112,629
57,160
169,789
0%
Total
2024
390,563
-
21,585
412,148
325,490
737,638
2023
404,677
-
18,066
422,743
230,759
653,502
(i)
Mr Ronnie Beevor retired from the Board effective 7 March 2024, with Mr Brandon Munro appointed Executive Chairman and Ms Alison
Terry appointed Lead Independent Director.
(ii)
Mr Mike Leech receives remuneration for his role as a Non-Executive Director of Bannerman and for his role as Non-Executive Director 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 Non-Executive Director of Bannerman’s
Namibian subsidiary.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
27
2024 ANNUAL REPORT
Executive Remuneration
Details on the nature and amount of remuneration of Bannerman’s executives for the year ended 30 June 2024 are as
follows.
Table 5 – Executive remuneration
Short-term Benefits
Long-
term
Benefits
Post
Employment
Sub-total
Share
Based
Payments
Total
Performance
Related
Year
Salary &
Fees
$
Accrued
Annual
Leave (ii)
$
Other
$ (iii)
Accrued
Long
Service
Leave (iv)
$
Superannuation
$
$
Options /
Performance
Rights
$
$
%
Executive Chairman
Brandon
2024
449,500
10,651
-
13,746
27,500
501,397
437,981
939,378
47%
Munro
2023
422,500
-9,481
-
51,540
27,500
492,059
385,430
877,489
44%
Other Executive Personnel
Gavin
2024
379,516
21,025
-
-
-
400,541
119,068
519,609
21%
Chamberlain 2023
147,012
9,844
-
-
-
156,856
41,379
198,235
30%
Werner
2024
259,056
2,969
11,140
68,990
25,623
367,778
205,422
573,200
36%
Ewald (i)
2023
250,217
(18,003)
10,412
-
25,022
267,648
182,812
450,460
41%
Stephen
2024
322,500
6,211
-
-
27,500
356,211
168,093
524,304
32%
Herlihy
2023
281,500
8,938
-
-
27,500
317,938
134,002
451,940
30%
Olga
2024
250,626
(960)
32,176
-
-
281,842
64,916
346,758
19%
Skorlyakova 2023
20,118
1,370
2,735
-
1,059
25,282
1,930
27,212
7%
Total
2024
1,661,199
39,896
43,315
82,736
80,623
1,907,769
995,480
2,903,249
2023
1,121,347
(7,332)
13,147
51,540
81,081
1,259,783
745,553
2,005,336
(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)
Namibian personnel are entitled to a legislated retirement severance payment if they are over 65 years of age, have been with the Company
for a minimum period of 10 years and retire. Mr Ewald became eligible during the financial year and an amount of $68,990 was accrued for
his benefit.
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 Executive Chairman, 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 Executive Chairman / Managing Director
Mr Munro was appointed on 7 March 2024 as Executive Chairman (whilst retaining the position of Managing Director),
prior to this on 9 March 2016 he was appointed 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 $500,850 per annum inclusive of 11% superannuation.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
28
2024 ANNUAL REPORT
Long-term Incentives
During the year, Mr Munro was granted 241,108 options subject to shareholder approval, which was obtained in
November 2023. The options were offered, and the terms and conditions were agreed to and accepted by Mr Munro.
The options 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 2024
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 2024
Name and job title
Employing
company
Contract
duration
Notice
period
company
Notice period
employee
Termination provision
Brandon Munro –
Executive
Chairman/Managing
Director
Bannerman
Energy Ltd
No fixed
term
3 months
3 months
6 months base salary and
accrued leave entitlements if
terminated by the Company.
Gavin Chamberlain – CEO
Bannerman
Energy Ltd
No fixed
term
6 months
6 months
6 months base salary and
accrued leave entitlements if
terminated by the Company.
Stephen Herlihy – CFO &
Company Secretary
Bannerman
Energy Ltd
No fixed
term
3 months
3 months
6 months base salary and
accrued leave entitlements if
terminated by the Company.
Werner Ewald – Managing
Director Namibia
Bannerman
Mining
Resources
(Namibia)
(Pty) Ltd
No fixed
term
3 months
3 months
6 months base salary and
accrued leave entitlements if
terminated by the Company.
Olga Skorlyakova– Vice
President, Market Strategy
Bannerman
Energy
(UK)
Limited
No fixed
term
3 months
3 months
Up to 6 months base salary
and accrued leave
entitlements if terminated
by the Company.
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 on the following pages.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
29
2024 ANNUAL REPORT
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 2023
Granted
Exercised
/convert
ed (iii)
Cancelled
/ lapsed
Closing
Balance 30
June 2024
Vested
Securities
Non-
vested
Ronald Beevor
2020/21 (iii)
Option
$0.14
20-Nov-20
15-Nov-21
15-Nov-23
$0.50
426,360
-
(341,582)
(84,778)
-
-
-
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
-
2023/24
Option
$ 2.12
16-Nov-22
15-Nov-24
15-Nov-27
$ -
44,229
-
-
-
44,229
-
44,229
Ronald Beevor Total
596,465
-
(341,582)
(84,778)
170,105
125,876
44,229
Clive Jones
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
$ -
13,249
-
-
-
13,249
13,249
-
2023/24
Option
$ 2.12
16-Nov-22
15-Nov-24
15-Nov-27
$ -
15,796
-
-
-
15,796
-
15,796
2024/25 (iv)
Option
$ 2.12
16-Nov-22
15-Nov-25
15-Nov-28
$ -
6,391
-
-
-
6,391
-
6,391
Clive Jones Total
35,436
-
-
-
35,436
13,249
22,187
Michael Leech
2020/21
(iii)
Option
$ 0.14
20-Nov-20
15-Nov-21
15-Nov-
23
$ 0.50
329,560
-
(264,030)
(65,530)
-
-
-
2021/22
Right
$ 3.20
19-Nov-21
15-Nov-22
N/A
$ -
23,360
-
-
-
23,360
23,360
-
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-
26
$ -
21,799
-
-
-
21,799
21,799
-
2023/24
Option
$ 2.12
16-Nov-22
15-Nov-24
15-Nov-27
$ -
32,420
-
-
-
32,420
-
32,420
2024/25 (iv)
Option
$ 2.12
16-Nov-22
15-Nov-25
15-Nov-28
$ -
12,015
-
-
-
12,015
-
12,015
Michael Leech Total
419,154
-
(264,030)
(65,530)
89,594
45,159
44,435
Ian Burvill
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
$ -
13,249
-
(13,249)
-
-
-
-
2023/24
Option
$ 2.12
16-Nov-22
15-Nov-24
15-Nov-27
$ -
15,796
-
-
-
15,796
-
15,796
2024/25 (iv)
Option
$ 2.12
16-Nov-22
15-Nov-25
15-Nov-28
$ -
6,391
-
-
-
6,391
-
6,391
Ian Burvill Total
35,436
-
(13,249)
-
22,187
-
22,187
Alison Terry
2022/23
Option
$ 2.12
16-Nov-22
15-Nov-23
15-Nov-26
$ -
9,474
-
-
-
9,474
9,474
-
2023/24
Option
$ 2.12
16-Nov-22
15-Nov-24
15-Nov-27
$ -
15,796
-
-
-
15,796
-
15,796
2024/25 (iv)
Option
$ 2.12
16-Nov-22
15-Nov-25
15-Nov-28
$ -
6,391
-
-
-
6,391
-
6,391
Alison Terry Total
31,661
-
-
-
31,661
9,474
22,187
Grand Total
1,118,152
-
(618,861)
(150,308)
348,983
193,758
155,225
(i)
The grant date for accounting purposes is recognised as the date that the Company's obligation for the share options or rights arose.
(ii)
Vesting date is achieved by continuous employment for the vesting period.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
30
2024 ANNUAL REPORT
(iii) 2020 /21 Options were exercised utilising the Company’s Cashless Facility, whereby the number of options converted is reduced by the equivalent value of the exercise price, determined by
dividing the total exercise price by the 5-Day VWAP as at the Close of Business on the day preceding the date of exercise.
(iv) The 2024/25 grants will be issued during the 2025 financial year.
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 (iii)
Fair Value
(per
security)
Grant
Date (iv)
Performance
Vesting Date
(v)
Vesting
Date (vi)
Expiry
Date
Opening
balance 1
July 2023
Granted
Exercised/
converted
Cancelled/
lapsed
Closing
Balance
30 June
2024
Vested
Securities
Non-
vested
Brandon Munro
2019/20
ASR
50%
Right
$0.11
18-Dec-19
15/11/2021
15-Nov-22
N/A
366,665
-
-
-
366,665
366,665
-
KPI
50%
Right
$0.41
18-Dec-19
15/11/2020
15-Nov-22
N/A
351,999
-
-
-
351,999
351,999
-
2020/21
ASR
50%
Right
$0.26
20-Nov-20
15/11/2022
15-Nov-23
N/A
512,500
-
-
-
512,500
512,500
-
KPI
50%
Right
$0.39
20-Nov-20
15/11/2021
15-Nov-23
N/A
502,250
-
-
-
502,250
502,250
-
2021/22
ASR
50%
Right
$2.63
19-Nov-21
15/11/2023
15-Nov-24
N/A
100,560
-
-
(100,560)
-
-
-
KPI
50%
Right
$3.20
19-Nov-21
15/11/2022
15-Nov-24
N/A
92,515
-
-
-
92,515
-
92,515
2022/23
ASR
50%
Option
$1.43
16-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
95,389
-
-
-
95,389
-
95,389
KPI
50%
Option
$2.12
16-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
95,390
-
-
(10,493)
84,897
-
84,897
2023/24
ASR
50%
Option
$1.84
9-Nov-23
15/11/2025
15-Nov-26
15-Nov-31
-
120,553
-
-
120,553
-
120,553
KPI
50%
Option
$2.36
9-Nov-23
15/11/2024
15-Nov-26
15-Nov-31
-
120,554
-
-
120,554
-
120,554
Brandon Munro Total
2,117,268
241,107
-
(111,053)
2,247,322
1,733,414
513,908
Gavin Chamberlain
2022/23
ASR
30%
Option
$1.34
18-Oct-22
15/11/2024
15-Nov-25
15-Nov-30
30,000
-
-
-
30,000
-
30,000
KPI
70%
Option
$2.03
18-Oct-22
15/11/2023
15-Nov-25
15-Nov-30
70,000
-
-
(4,900)
65,100
-
65,100
2023/24
ASR
30%
Option
$2.19
18-Dec-23
15/11/2025
15-Nov-26
15-Nov-31
-
42,081
-
-
42,081
-
42,081
KPI
70%
Option
$2.68
18-Dec-23
15/11/2024
15-Nov-26
15-Nov-31
-
98,186
-
-
98,186
-
98,186
Gavin Chamberlain Total
100,000 140,267
-
(4,900)
235,367
-
235,367
Stephen Herlihy
2021/22
ASR
30%
Right
$2.20
07-Apr-22
15/11/2023
15-Nov-23
N/A
22,500
-
-
(22,500)
-
-
-
$2.20
07-Apr-22
15/11/2023
15-Nov-24
N/A
15,000
-
-
(15,000)
-
-
-
KPI
70%
Right
$1.48
07-Apr-22
15/11/2022
15-Nov-23
N/A
47,250
-
-
-
47,250
47,250
-
$1.48
07-Apr-22
15/11/2022
15-Nov-24
N/A
31,500
-
-
-
31,500
-
31,500
2022/23
ASR
30%
Option
$1.11
29-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
29,475
-
-
-
29,475
-
29,475
KPI
70%
Option
$1.81
29-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
68,776
-
-
(5,502)
63,274
-
63,274
2023/24
ASR
30%
Option
$2.19
18-Dec-23
15/11/2025
15-Nov-26
15-Nov-31
-
39,806
-
-
39,806
-
39,806
KPI
70%
Option
$2.68
18-Dec-23
15/11/2024
15-Nov-26
15-Nov-31
-
92,879
-
-
92,879
-
92,879
Stephen Herlihy Total
214,501
132,685
- (43,002)
304,184
47,250 256,934
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
31
2024 ANNUAL REPORT
Name
Allocation
Year
Performance
Measure (i)
Performance
measure
weighting (ii)
Security
type (iii)
Fair Value
(per
security)
Grant
Date (iv)
Performance
Vesting Date
(v)
Vesting
Date (vi)
Expiry
Date
Opening
balance 1
July 2023
Granted
Exercised/
converted
Cancelled/
lapsed
Closing
Balance
30 June
2024
Vested
Securities
Non-
vested
Werner Ewald
2020/21
ASR
30%
Right
$0.26
20-Nov-20
15/11/2022
15-Nov-23
N/A
135,477
-
(135,477)
-
-
-
-
KPI
70%
Right
$0.39
20-Nov-20
15/11/2021
15-Nov-23
N/A
297,146
-
(297,146)
-
-
-
-
2021/22
ASR
30%
Right
$2.63
14-Dec-21
15/11/2023
15-Nov-24
N/A
26,838
-
-
(26,838)
-
-
-
KPI
70%
Right
$3.20
14-Dec-21
15/11/2022
15-Nov-24
N/A
56,360
-
-
-
56,360
- 56,360
2022/23
ASR
30%
Option
$1.17
28-Nov-22
15/11/2024
15-Nov-25
15-Nov-30
29,128
-
-
-
29,128
-
29,128
KPI
70%
Option
$1.88
28-Nov-22
15/11/2023
15-Nov-25
15-Nov-30
67,965
-
-
(2,719)
65,246
-
65,246
2023/24
ASR
30%
Option
$2.14
19-Dec-23
15/11/2025
15-Nov-26
15-Nov-31
-
31,519
-
-
31,519
-
31,519
KPI
70%
Option
$2.64
19-Dec-23
15/11/2024
15-Nov-26
15-Nov-31
-
73,544
-
-
73,544
-
73,544
Werner Ewald Total
612,914
105,063
(432,623)
(29,557)
255,797
- 255,797
Olga Skorlyakova
2022/23
ASR
30%
Option
$0.55
29-May-23
15/11/2024
15-Nov-25
15-Nov-30
15,450
-
-
-
15,450
-
15,450
KPI
70%
Option
$1.35
29-May-23
15/11/2023
15-Nov-25
15-Nov-30
36,050
-
-
(3,245)
32,805
-
32,805
2023/24
ASR
30%
Option
$2.19
20-Dec-23
15/11/2025
15-Nov-26
15-Nov-31
-
28,169
-
-
28,169
-
28,169
KPI
70%
Option
$2.68
20-Dec-23
15/11/2024
15-Nov-26
15-Nov-31
-
65,725
-
-
65,725
-
65,725
Olga Skorlyakova Total
51,500
93,894
-
(3,245) 142,149
- 142,149
Grand Total
3,096,183
713,016
(432,623)
(191,757)
3,184,819
1,780,664
1,404,155
(i)
Performance measure relates to the following measures; KPI - operational targets, ASR – Market ASR.
(ii)
Performance measurement weighting between ASR and KPI measures for allocation year.
(iii) The exercise price for performance rights and options is nil.
(iv) The grant date for accounting purposes is recognised as the date that the Company's obligation for the share options or rights arose.
(v)
Performance vesting date relates to the performance condition (KPI/ASR) vesting date.
(vi) Vesting date is the ultimate vesting date, achieved by continuous employment (secondary condition).
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
32
2024 ANNUAL REPORT
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 2024
Name
Allocation Year
Security type
Value of
securities
granted during
the year $ (i)
Value of securities
exercised/converted $
(ii)
Equivalent price
paid on
exercise/conversion
$ (iii)
Ronnie Beevor (iv)
2020/21
Option
-
1,087,218
213,180
Michael Leech
2020/21
Option
-
543,609
106,590
Ian Burvill
2022/23
Option
-
35,538
-
Brandon Munro
2023/24
Option
506,503
-
-
Gavin Chamberlain
2023/24
Option
355,274
-
-
Stephen Herlihy
2023/24
Option
336,071
-
-
Werner Ewald
2020/21
Right
- 1,444,961
-
2023/24
Option
261,540
-
-
Olga Skorlyakova
2023/24
Option
237,819
-
-
Grand Total
1,697,207
3,111,326
319,770
(i)
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 22.
(ii)
Calculated based on the fair value of the Company’s shares on date of exercise.
(iii)
2020/21 Options exercised utilising the Company’s Cashless Facility in lieu of cash payment of exercise price. This is determined by the
number of options converted being reduced by the equivalent value of the exercise price, calculated by dividing the total exercise price by
the 5-Day VWAP as at the Close of Business on the day preceding the date of exercise.
(iv)
Mr Ronnie Beevor retired from the Board effective 7 March 2024.
Other than detailed above in Table 9 there were no other alterations to the terms and conditions of the share options
and rights awarded as remuneration since their award date.
Table 10 – Shareholdings of key management personnel (i)
Opening
Balance
1 Jul 2023
Granted as
Remuneration
Received on Exercise of
Share options /
conversion of rights
(Sales)
Purchases
Net Change
Other (ii)
Closing
Balance
30 June 2024
Non-exec Directors
Ronnie Beevor (ii)
689,105
-
341,582
-
-
1,030,687
Ian Burvill
279,660
-
13,249
-
-
292,909
Clive Jones
1,800,428
-
-
-
-
1,800,428
Mike Leech
420,570
-
264,030
-
-
684,600
Alison Terry
-
-
-
-
-
-
Non-exec Directors Total
3,189,763
-
618,861
-
-
3,808,624
Executives
Brandon Munro
1,444,964
-
-
-
-
1,444,964
Werner Ewald
1,173,443
-
432,623
(456,066)
-
1,150,000
Gavin Chamberlain
-
-
-
-
-
-
Stephen Herlihy
-
-
-
-
-
-
Olga Skorlyakova
-
-
-
-
-
-
Executives Total
2,618,407
-
432,623
(456,066)
-
2,594,964
Grand Total
5,808,170
-
1,051,484
(456,066)
-
6,403,588
(i) Includes shares held directly, indirectly, and beneficially by key management personnel.
(ii) Mr Ronnie Beevor retired from the Board effective 7 March 2024.
REMUNERATION REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
33
2024 ANNUAL REPORT
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 2023/24 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
2024
2023
2022
2021
2020
Net loss after tax ($’000)
(9,562)
(4,750)
(3,481)
(2,277)
(2,315)
Net assets ($’000)
105,711
110,704
117,890
66,359
51,728
Market capitalisation ($ ‘000’s) at 30 June
499,809
248,257
252,906
196,208
39,000
Closing share price ($)
$3.27
$1.65
$1.70
$1.65
$0.37
END OF REMUNERATION REPORT (AUDITED)
This report is made in accordance with a resolution of the directors.
Brandon Munro
Executive Chairman/Managing Director
Perth, 19 September 2024
BANNERMAN ENERGY LTD
34
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2024
2023
$'000
$'000
Interest revenue
2
1,622
1,385
Administration and corporate expense
3(a)
(2,493)
(1,968)
Depreciation expense
(53)
(37)
Exploration and evaluation expense (write-down)
-
(1,546)
Finance expense
(32)
(6)
Impairment of equity-accounted investments
11
(4,396)
-
Realised loss on disposal of plant and equipment
(1)
-
Share of losses from equity-accounted investments
(1,010)
(48)
Staff expense
3(b)
(3,198)
(2,530)
Unrealised fair value losses on financial assets
(1)
-
Loss before income tax
(9,562)
(4,750)
Income tax benefit
5
-
-
Net loss for the year
(9,562)
(4,750)
Other comprehensive income
Foreign currency translation gain/(loss)
17(b)
1,617
(5,613)
Other comprehensive income/(loss) for the year
1,617
(5,613)
Total comprehensive income/(loss)
(7,945)
(10,363)
Net loss is attributable to:
Equity holders of Bannerman Energy Ltd
(9,515)
(4,640)
Non-controlling interest
27
(47)
(110)
(9,562)
(4,750)
Total comprehensive income/(loss) is attributable to:
Equity holders of Bannerman Energy Ltd
(7,880)
(10,219)
Non-controlling interest
27
(65)
(144)
(7,945)
(10,363)
Basic and dilutive loss per attributable share to the
ordinary equity holders of the Company (cents per
share)
19
(6.30)
(3.17)
The above statement of comprehensive income should be read in conjunction with the accompanying
notes.
BANNERMAN ENERGY LTD
35
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2024
2023
$'000
$'000
CURRENT ASSETS
Cash and cash equivalents
6
24,046
42,589
Financial assets
7
38
-
Other receivables
8
685
358
Other current assets
9
234
419
TOTAL CURRENT ASSETS
25,003
43,366
NON CURRENT ASSETS
Exploration and evaluation expenditure
13
78,825
60,305
Investments accounted for using the equity method
11
3,782
9,199
Property, plant, and equipment
12
92
69
Right of use assets
10
65
17
Other non-current assets
9
22
-
TOTAL NON CURRENT ASSETS
82,786
69,590
TOTAL ASSETS
107,789
112,956
CURRENT LIABILITIES
Trade and other payables
14
1,082
1,309
Lease liabilities
10
63
16
Provisions
15
241
610
TOTAL CURRENT LIABILITIES
1,386
1,935
NON CURRENT LIABILITIES
Provisions
15
692
317
TOTAL NON CURRENT LIABILITIES
692
317
TOTAL LIABILITIES
2,078
2,252
NET ASSETS
105,711
110,704
EQUITY
Contributed equity
16
211,925
210,629
Reserves
17
25,134
21,305
Accumulated losses
(130,358)
(120,843)
TOTAL PARENT ENTITY INTEREST
106,701
111,091
Non-controlling interest
27
(990)
(387)
TOTAL EQUITY
105,711
110,704
The above statement of financial position should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
36
2024 ANNUAL REPORT
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
(EXPRESSED IN AUSTRALIAN DOLLARS)
Consolidated
Note
2024
2023
$'000
$'000
Cash Flows from Operating Activities
Payments for staff costs
(1,545)
(1,599)
Payments for administration and corporate costs
(2,650)
(1,877)
Interest received
1,568
1,149
Interest and other costs of finance paid
(4)
(2)
Net cash flows used in operating activities
20
(2,631)
(2,329)
Cash Flows from Investing Activities
Payments for exploration and evaluation
(15,520)
(6,933)
Payments to acquire financial assets
(40)
-
Payments to acquire investments in other companies
(227)
(51)
Payments to acquire property, plant & equipment
(35)
(20)
Payments for deposits and bonds (other non-current
assets)
(2)
-
Net cash flows used in investing activities
(15,824)
(7,004)
Cash Flows from Financing Activities
Proceeds from issue of shares
-
138
Transaction costs related to issues of shares
(13)
-
Repayment of lease liability/borrowings
(55)
(42)
Payments for bank security deposits
(20)
-
Net cash flows provided by financing activities
(88)
96
Net (decrease) / increase in cash and cash equivalents
(18,543)
(9,237)
Cash and cash equivalents at beginning of year
42,589
51,930
Net foreign exchange differences
-
(104)
Cash and cash equivalents at end of year
6
24,046
42,589
The above cash flow statement should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
37
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
(EXPRESSED IN AUSTRALIAN DOLLARS)
Contributed
Equity
Share
Based
Payment
Reserve
Foreign
Currency
Reserve
Equity
Reserve
Accumulated
Losses
Non-
controlling
Interest
Total
Note 16
Note 16(a)
Note 16(b)
Note 16(c)
Note 26
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2023
210,629
60,902
(38,375)
(1,222)
(120,843)
(387)
110,704
Loss for the period
-
-
-
-
(9,515)
(47)
(9,562)
Other comprehensive income/(loss)
-
-
1,635
-
-
(18)
1,617
Total comprehensive income/(loss) for the
period
-
-
1,635
-
(9,515)
(65)
(7,945)
Shares issued in settlement of Savannah
Etango project settlement
1,309
-
-
-
-
-
1,309
Cost of issuing shares
(13)
-
-
-
-
-
(13)
Share-based payments
-
1,798
-
-
-
-
1,798
Capital contributions (Bannerman Mining
Resources (Namibia) (Pty) Ltd)
-
-
-
396
-
(538)
(142)
Total Equity at 30 June 2024
211,925
62,700
(36,740)
(826)
(130,358)
(990)
105,711
Balance at 1 July 2022
208,798
59,566
(32,796)
(1,418)
(116,203)
(57)
117,890
Loss for the period
-
-
-
-
(4,640)
(110)
(4,750)
Other comprehensive income/(loss)
-
-
(5,579)
-
-
(34)
(5,613)
Total comprehensive income/(loss) for the
period
-
-
(5,579)
-
(4,640)
(144)
(10,363)
Shares issued to acquire interest in
Namibia Critical Metals
1,693
-
-
-
-
-
1,693
Shares issued on exercise of share options
138
138
Cost of issuing shares
-
-
-
-
-
-
-
Share-based payments
-
1,336
-
-
-
-
1,336
Capital contributions (Bannerman Mining
Resources (Namibia) (Pty) Ltd)
-
-
-
196
-
(186)
10
Total Equity at 30 June 2023
210,629
60,902
(38,375)
(1,222)
(120,843)
(387)
110,704
The above statement of changes in equity should be read in conjunction with the accompanying notes.
BANNERMAN ENERGY LTD
38
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
Corporate Information
This financial report of Bannerman Energy Limited (“the Company”) and its controlled entities (“the Group”
or “Bannerman”) for the year ended 30 June 2024 was authorised for issue in accordance with a resolution
of the directors on 19 September 2024.
Bannerman is a company limited by shares incorporated in Australia whose shares are publicly traded on the
Australian Securities Exchange and the Namibian Stock Exchange.
Basis of Preparation and Accounting Policies
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements
of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also
been prepared on an historical cost basis except for Investments accounted for using equity method and
certain financial assets.
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
2024. The Group does not expect the impact of these new or amended Accounting Standards and
Interpretations to be material, except for AASB 18 as the impact is still being assessed.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
39
2024 ANNUAL REPORT
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, 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 2022- 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 2022-5 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.
AASB 2023-3 Amendments to Australian Accounting Standards – Disclosure of Non-current Liabilities with
Covenants: Tier 2 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 that (a) a liability is classified as non-current if an entity
has the right at the reporting date to defer settlement of the liability for at least twelve months after the
reporting date; (b) the reference to settlement of a liability by the issue of equity instruments in classifying
liabilities; and (c) require the disclosure of information that enables users of the financial statements to
understand the risk that non-current liabilities with covenants could become repayable within twelve
months.
AASB 2023-5 Amendments to Australian Accounting Standards – Lack of exchangeability The application of
this amendment is effective from 1 January 2025, and will be adopted by the Group on 1 July 2025. The
amendments improve the usefulness of information provided to users of financial statements. The
amendments require entities to apply a consistent approach to determining whether a currency is
exchangeable into another currency and the spot exchange rate to use when it is not exchangeable.
AASB 18 Presentation and Disclosure in Financial Statements The application of this standard is effective from
1 January 2027, and will be adopted by the Group on 1 July 2027. AASB 18 has been issued to improve how
entities communicate in their financial statements, with a particular focus on information about financial
performance in the statement of profit or loss. The key presentation and disclosure requirements established
by AASB 18 are:
The presentation of newly defined subtotals in the statement of profit or loss
The disclosure of management-defined performance measures (MPM)
Enhanced requirements for grouping information (i.e. aggregation and disaggregation).
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
40
2024 ANNUAL REPORT
Accounting Policies
a)
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as
at 30 June 2024. 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.
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 Other Comprehensive Income
(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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
41
2024 ANNUAL REPORT
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:
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
42
2024 ANNUAL REPORT
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)
such costs are expected to be recouped through successful development, exploitation, or sale of the
area; or
(ii)
exploration and evaluation activities in the area have not, at balance date, reached a stage which
permit a reasonable assessment of the existence or otherwise of economically recoverable reserves,
and active operations in, or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned or assessed as not having
economically recoverable reserves are written off in full against profit in the year in which the decision to
abandon the area is made.
A periodic review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
d)
Property, Plant and Equipment
Plant and equipment are measured at historical cost less accumulated depreciation and any accumulated
impairment costs.
The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the
recoverable amount from these assets. External factors, such as changes in expected future processes,
technology, and economic conditions, are also monitored to assess for indicators of impairment. If any
indication of impairment exists, an estimate of the asset’s recoverable amount is calculated.
Land and buildings are measured at fair value less accumulated depreciation on buildings and impairment
losses recognised at the date of revaluation. Valuations are performed with sufficient frequency to ensure
that the fair value of a revalued asset does not differ materially from its carrying amount.
A revaluation surplus is recorded in other comprehensive income and credited to the asset revaluation
reserve in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously
recognised in profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in
the income statement, except to the extent that it offsets an existing surplus on the same asset recognised
in the asset revaluation reserve.
Depreciation
The depreciable amount of all fixed assets is depreciated on a diminishing value basis over the useful lives to
the Group commencing from the time the asset is held ready for use. The depreciation rates used for each
class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
2024
2023
Buildings
2.0%
2.0%
Plant and equipment
33.3%
33.3%
Office Furniture & Equipment
33.3%
33.3%
Vehicles
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
43
2024 ANNUAL REPORT
e)
Leases – Group as lessee
When a contract is entered into, the Group assesses whether the contract contains a lease. A lease arises
when the Group has the right to direct the use of an identified asset which is not substitutable and to obtain
substantially all economic benefits from the use of the asset throughout the period of use.
The Group separates the lease and non-lease components of the contract and accounts for these separately.
The Group allocates the consideration in the contract to each component on the basis of their relative stand-
alone prices.
Lease assets and lease liabilities are recognised at the lease commencement date, which is when the assets
are available for use. The assets are initially measured at cost, which is the present value of future lease
payments adjusted for any lease payments made at or before the commencement date, plus any make-good
obligations and initial direct costs incurred.
Right of use assets are depreciated using the straight-line method over the lease term. Periodic adjustments
are made for any re-measurements of the lease liabilities and impairment losses, assessed in accordance with
the Group’s impairment policies.
Lease liabilities are initially measured at the present value of future minimum lease payments, discounted
using the Group’s incremental borrowing rate if the rate implicit in the lease cannot be readily determined,
and are subsequently measured at amortised cost using the effective interest rate. Minimum lease payments
are fixed payments.
The lease liability is remeasured when there are changes in future lease payments arising from a change in
rates, index, or lease terms from exercising an extension or termination option. A corresponding adjustment
is made to the carrying amount of the lease assets, with any excess recognised in the consolidated profit or
loss and other comprehensive income statement.
Short term leases (lease term of 12 months or less) and leases of low value assets are recognised as incurred
as an expense in the consolidated profit or loss and other comprehensive income statement. Low value assets
comprise plant and equipment.
Leased assets are depreciated on a diminishing value basis over their estimated useful lives where it is likely
that the Group will obtain ownership of the asset or over the term of the lease.
f)
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
44
2024 ANNUAL REPORT
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 comprehensive
income.
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.
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 of disposal) 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
of disposal) 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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
45
2024 ANNUAL REPORT
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
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
46
2024 ANNUAL REPORT
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.
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 22.
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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
47
2024 ANNUAL REPORT
equity. As a result, the expense recognised by Bannerman in relation to equity-settled awards only represents
the expenses associated with grants to employees of the parent. The expense recognised by the Group is the
total expense associated with all such awards.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards
vest than were originally anticipated to do so. Any award subject to a market conditions or non-vesting
conditions is considered to vest irrespective of whether or not that market condition or non-vesting is
fulfilled, provided that all other conditions are satisfied.
o)
Foreign Currency Translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which the entity operates (“functional currency”). The consolidated
financial statements are presented in Australian dollars, which is Bannerman’s functional and presentation
currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at the reporting date and any gains or losses are recognised in
the statement of comprehensive income.
(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)
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as
part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification
is determined based on both the business model within which such assets are held and the contractual cash
flow characteristics of the financial asset unless, an accounting mismatch is being avoided.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
48
2024 ANNUAL REPORT
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred
and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there
is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:
(i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of
making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments that the
consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as
such upon initial recognition.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets that are either measured
at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance
depends upon the Consolidated Entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial
asset has become credit impaired or where it is determined that credit risk has increased significantly, the
loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss
recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls
over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is
recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit
or loss.
r)
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date; and assumes that
the transaction will take place either: in the principle market; or in the absence of a principal market, in the
most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming they act in their economic best interest. For non-financial assets, the fair value
measurement is based on its highest and best use. Valuation techniques that are appropriate in the
circumstances, and for which sufficient data are available to measure fair value, are used, maximising the use
of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed each
reporting date and transfers between levels are determined based on a reassessment of the lowest level
input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are
selected based on market knowledge and reputation. Where there is a significant change in fair value of an
asset or liability from one period to another, an analysis is undertaken, which includes a verification of the
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
49
2024 ANNUAL REPORT
major inputs applied in the latest valuation and a comparison, where applicable, with external sources of
data.
Fair value measurement hierarchy
The Group is required to classify all assets and liabilities, measured at fair value, using a three-level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine
what is significant to fair value and therefore which category the asset or liability is placed in can be
subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of
valuation models. These include discounted cash flow analysis or the use of observable inputs that
require significant adjustments based on unobservable inputs.
s)
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.
t)
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.
u)
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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
50
2024 ANNUAL REPORT
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, and future changes impacting the 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 22.
Investments accounted for using the equity method
The Company has classified its investment in Namibia Critical Metals (“NMI”) as an investment 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 42.1% 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. The Company has determined that it does not control NMI or hold
defacto control as it does not have the power to determine decisions at a board level. In the case of a
deadlock, the Company does not have the deciding vote.
The Company, as part of its close process at the end of a financial period conducts an assessment of whether
there is any objective evidence that its net investment in NMI is impaired. The assessments are conducted in
accordance with AAASB 128 Investment in Associates and Joint Ventures (para 41) and are determined
utilising AASB 136 Impairment of Assets ‘fair value less cost of disposal methodologies’ which are applied by
using level 1 observable market inputs to assess the investments recoverable amount.
Objective evidence that NMI may be impaired includes observable data that comes to the attention of the
entity of a significant or prolonged decline in the fair value of an investment in an equity instrument below
its cost, amongst other factors.
The underlying derivative of the Company’s investment in NMI is the shares it owns in NMI. NMI’s shares are
listed on the Toronto Stock Exchange and prices are observable, therefore the assessment is conducted in
reference to the value of the underlying investment shares at reporting date.
Please refer to Note 11, for information pertaining to NMI and associated impairment testing.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
51
2024 ANNUAL REPORT
Consolidated
2024
$'000
2023
$'000
2. INTEREST REVENUE
Interest revenue
1,622
1,385
1,622
1,385
3. EXPENSES
(a)
Administration and corporate expense
Administrative expense
218
184
Compliance and regulatory
965
871
Insurance expense
152
99
Occupancy expense
63
64
Stakeholder relations
860
562
Travel expenses
235
188
2,493
1,968
(b)
Staff expenses
Salaries and fees
2,823
1,938
Share-based payments
1,479
1,086
Superannuation
163
128
Leave accrued
144
48
Other staff expenses
313
159
(Less staff expenses capitalised as exploration and
evaluation)
(1,215)
(732)
(Less staff expenses classified as compliance and
regulatory)
(182)
(97)
(Less staff expenses classified as stakeholder relations)
(327)
-
3,198
2,530
4. AUDITOR'S REMUNERATION
The auditor of the Group is Ernst & Young.
2024
$
2023
$
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
95,197
83,687
Fees for other services
Taxation services
81,249
91,744
176,446
175,431
Amounts received or due and receivable by related practices of
Ernst & Young (Australia) for:
Fees for auditing the financial report of any controlled entities
29,547
28,312
Fees for other services
Taxation services
486
2,293
30,033
30,605
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
52
2024 ANNUAL REPORT
5. INCOME TAX BENEFIT
Consolidated
2024
$’000
2023
$’000
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
(9,562)
(4,750)
At the parent company statutory income tax rate of 30%
(2023:30%)
(2,869)
(1,425)
Other non-deductible losses for income tax purposes
710
569
Effect of different tax rate for overseas subsidiary
(352)
(22)
Unrecognised deferred tax assets
2,511
878
Income tax benefit reported in the consolidated statement of
comprehensive income
-
-
Deferred tax assets
Carried forward tax losses
18,999
16,686
Share issue costs
323
504
Provisions and accruals
852
540
Other
-
Gross deferred tax asset
20,174
17,730
Offset against deferred tax liability
(48)
(65)
Unrecognised deferred tax assets
20,126
17,665
Deferred tax liabilities
Other
48
65
Gross deferred tax liability
48
65
Offset against deferred tax asset
(48)
(65)
Net deferred tax liability
-
-
The carried forward tax losses for Bannerman Energy Ltd at 30 June 2024 are $51,289,539 (2023:
$50,041,373). The carried forward tax losses for Bannerman Mining Resources (Namibia) (Pty) Ltd at 30 June
2024 are $5,003,669 (2023: $4,444,019). These tax losses do not expire. These tax losses may not be used to
offset taxable income elsewhere in the Group, except within the Australian tax consolidated group where tax
losses may be used to offset taxable income within the Australian tax consolidated 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.
From 1 July 2022, Bannerman Energy Ltd and its wholly-owned Australian subsidiary(s) formed part of a tax-
consolidated group under Australian tax law.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
53
2024 ANNUAL REPORT
Consolidated
2024
$'000
2023
$'000
6. CASH AND CASH EQUIVALENTS
Cash at bank and on call (interest bearing)
2,526
1,671
Short-term deposits (interest bearing)
21,520
40,918
24,046
42,589
The effective interest rate on short-term bank deposits was 4.47% (2023: 4.02%). These deposits have an
average maturity of 90 days (2023: 90 days).
7. FINANCIAL ASSETS
Current
Opening balance
-
-
Acquisition of warrants in Namibia Critical Metals
40
-
Revaluation increments/(decrements)
(1)
-
Foreign exchange translation movements
(1)
-
38
-
On 22 December 2023, the Company acquired 3,983,333 free-attaching warrants exercisable at C$0.10 on
or before 22 December 2025 in Namibia Critical Metals (“NMI”). The warrants were acquired stapled to
an acquisition of NMI shares the Consolidate Entity acquired due to its participation in an NMI Private
Placement (capital raising). NMI is a Canadian publicly listed company on the Toronto Stock Exchange
(TSXC:NMI) and OTC Markets (OTC:NMREF).
The Group’s exposure to equity price risk related to financials asset is disclosed in Note 18.
8. OTHER RECEIVABLES
Current
GST/VAT
496
138
Interest receivable
160
219
Other
29
1
685
358
Other receivables are non-interest bearing and have repayment terms of 30 days.
9. OTHER CURRENT ASSETS
Current
Prepayments
234
419
Other current assets
-
-
234
419
Non-current
Credit card facility security deposit (a)
20
-
Other trading deposits
2
-
22
-
(a)
The credit card facility security deposit is held by the institution providing the Company’s credit-card
facility. The security is held in a term deposit with an annual maturity with continuous reinvestment
conditions. The current interest rate on the term deposit is 4.96% pa.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
54
2024 ANNUAL REPORT
10. RIGHT OF USE ASSETS / LEASE LIABILITY
Consolidated
2024
$'000
2023
$'000
RIGHT OF USE ASSET
Opening balance
17
17
Additions / remeasurement
87
31
Depreciation
(40)
(31)
Foreign exchange translation movements
1
-
Closing balance net of accumulated depreciation
65
17
LEASE LIABILITY
Opening balance
16
16
Additions
87
31
Amortisation of principal
(42)
(32)
Interest on lease
2
1
Closing balance
63
16
Amounts recognised in statement of profit or loss and other comprehensive income relating to:
Depreciation charge of right-of-use assets
40
31
Interest expense (included in finance costs)
2
1
Short term lease payments
-
-
The Consolidated entity has office lease agreements for its corporate premises in Subiaco, Western Australia
and its operational premises in Swakopmund, Namibia.
Subiaco, Western Australia
On 1 February 2024, 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 2022.
Swakopmund, Namibia
On 1 May 2024, the Company’s subsidiary Bannerman Mining Resources (Namibia) (Pty) Ltd signed a lease
agreement for the period of one year.
Both leases were discounted using an interest rate of 10.72% in calculating the lease liability.
11. 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.
(i)
Initial 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
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
55
2024 ANNUAL REPORT
June 2022. Costs incurred implementing this transaction amounted to $64,914. The aggregate cost to
acquire the interest in this associate amounted to $8,993,767.
(ii)
Additional investment – participation in capital raising
On 22 December 2023, the Company acquired a further 3,983,333 shares in Namibia Critical Metals Inc (NMI)
with a share price of C$0.06 (Canadian dollar) per share due to the Company’s participation in an NMI Private
Placement (capital raising). The acquisition took the Company’s interest in NMI to 42.1%.
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.
The following table illustrates the summarised financial information of the Group’s investment in Namibia
Critical Metals Inc:
2024
$'000
2023
$'000
Current assets
902
1,666
Non-current assets
26,493
29,174
Current liabilities
(628)
(1,429)
Non-current liabilities
-
(46)
Equity
26,767
29,365
Non-controlled interest
298
203
Equity attributable to shareholders
27,065
29,568
Group’s unadjusted share in equity – 42.1% (2023: 41.8%)
11,392
12,374
Adjustment made to the Group’s interest in non-current
assets at the time of acquisition of interests
(3,020)
(2,950)
Investee issue of share-based payments
(330)
(225)
Impairment
(4,396)
-
Foreign exchange translation movement
136
-
Group’s carrying amount of the investment
3,782
9,199
Other income
98
1,061
Admin, corporate and staff expenses
(705)
(853)
Exploration and evaluation expenditure (impairment)
(1,979)
(141)
Foreign exchange loss (gain)
70
(183)
Loss before tax
(2,516)
(116)
Income tax
-
-
Net loss and comprehensive loss for the year
(2,516)
(116)
Share of losses attributable to minority interests
(105)
(2)
Share of losses attributable to shareholders
(2,411)
(114)
Group’s share of losses for the year
(1,010)
(48)
A reconciliation of the movements in the account is as follows:
Opening balance
9,199
-
Acquisitions of investments in Namibia Critical Metals
Inc (i,ii)
227
8,994
Share of loss of the associate
(1,010)
(48)
Impairment of equity-accounted investment
(4,396)
-
Foreign currency translation movements
(238)
253
Closing balance
3,782
9,199
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
56
2024 ANNUAL REPORT
Impairment of investment
The Company, as part of its close process at the end of financial reporting date, conducts an assessment of
whether there is any objective evidence that its net investment in the associate or joint venture is impaired.
Objective evidence that the net investment is impaired includes observable data that comes to the attention
of the entity of a significant or prolonged decline in the fair value of an investment in an equity instrument
below its cost, amongst other factors. As at 30 June 2024, the prolonged decline in the investment’s share
price below its cost indicates objective evidence of impairment.
In accordance with AASB 136 Impairment of Assets, impairment exists when the carrying value of an asset
exceeds its recoverable amount, which is determined through the higher of a fair value less cost of disposal
and value in use methodology. As a result, the Company adopted a fair value less cost of disposal
methodology applying level 1 observable market inputs to assess the recoverable amount.
The Company performed its impairment testing at 31 December 2023 and again at report date. The testing
considered the relationship between NMI’s market capitalisation on the Toronto stock exchange (the
derivative value) and its book value, when reviewing all potential indicators of impairment. At the end of
both financial periods the market capitalisation of the NMI was below the Company’s carrying value of the
investment, indicating potential impairments of the Company’s investment.
Consequently, following the impairment testing, the Company adjusted the carrying value of NMI and booked
impairments of $3,568,253 at 31 December 2023 and a further $827,872 at 30 June 2024, bringing the
aggregate impairment for the financial year to 30 June 2024 to $4,396,125.
The associate had no contingent liabilities or capital commitments as at 30 June 2024, and did not distribute
profits in the form of dividends during the financial period from acquisition to 30 June 2024.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
57
2024 ANNUAL REPORT
12. PROPERTY, PLANT AND EQUIPMENT
Motor
Vehicles
Office
Equipment
Lab & Field
Equipment
Sundry
Total
$'000
$'000
$'000
$'000
$'000
2024
Gross carrying amount at Cost
167
64
56
64
351
Accumulated depreciation and impairment
(145)
(23)
(45)
(46)
(259)
Net book value
22
41
11
18
92
Reconciliation of movements:
Opening net book value
21
20
11
17
69
Additions
-
35
-
-
35
Disposals
-
(1)
-
-
(1)
Depreciation charge
-
(13)
-
-
(13)
Foreign exchange movements
1
-
-
1
2
Closing net book value
22
41
11
18
92
Motor
Vehicles
Office
Equipment
Lab & Field
Equipment
Sundry
Total
2023
$'000
$'000
$'000
$'000
$'000
Gross carrying amount at Cost
161
32
55
61
309
Accumulated depreciation and impairment
(140)
(12)
(44)
(44)
(240)
Net book value
21
20
11
17
69
Reconciliation of movements:
Opening net book value
23
8
12
19
62
Additions
-
20
-
-
20
Disposals
-
-
-
-
-
Depreciation charge
-
(6)
-
-
(6)
Foreign exchange movements
(2)
(2)
(1)
(2)
(7)
Closing net book value
21
20
11
17
69
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
58
2024 ANNUAL REPORT
13. EXPLORATION AND EVALUATION EXPENDITURE
Consolidated
2024
$'000
2023
$'000
Opening balance
60,305
60,348
Operational expenditures
General project
393
453
Consultants and other project services
380
431
Environmental
23
11
Human resources
1,076
722
Studies (Etango-8 DFS/PFS)
8
271
Demonstration plant operating costs
27
13
1,907
1,901
Development expenditure
Front-End-Engineering-Design (FEED)
8,768
4,884
Financing planning
620
496
Detailed engineering design
1,277
-
Operational technology
18
-
Mining optimisation studies
219
-
10,902
5,380
Capital expenditure
Demonstration plant
1
(2)
External infrastructure
2,291
-
Process plant
277
-
2,569
(2)
Savanna Etango project settlement (a)
1,309
-
Total capitalised expenditure for the period
16,687
7,279
Write-down of EPL 3345 (b)
-
(1,546)
Foreign currency translation movements
1,833
(5,776)
Closing balance
78,825
60,305
a)
Please refer to note 15c, for information relating to the Savanna Etango Project settlement.
b)
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.
The value of the Company’s interest in exploration and evaluation expenditure is dependent upon:
the continuance of the Company’s rights to tenure of the areas of interest;
the results of pre-development activities; and
the recoupment of costs through successful development and exploitation of the areas of interest, or
alternatively, by their sale.
Etango Uranium Project – Bannerman 95%
The Etango Uranium Project is situated near CNNC’s Rössing uranium mine, Paladin’s Langer Heinrich uranium
mine and CGNPC’s Husab uranium mine. Bannerman, in 2012, completed a Definitive Feasibility Study (“DFS”)
on an open pit mining and heap leach processing operation at Etango. The DFS confirmed the viability of a
large open pit and heap leach operation at one of the world’s largest undeveloped uranium deposits. From
2015 to 2017, Bannerman conducted a large scale heap leach demonstration program to provide further
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
59
2024 ANNUAL REPORT
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 proceeded to developmental studies (FEED and detailed engineering design), Control Budget
Estimate (CBE) processes, external infrastructure and early works program and the Project finance plan.
More recently Bannerman undertook a scoping study to analyse two future phase growth options: a post
ramp-up expansion in throughput capacity to 16 Mtpa (Etango-XP) or an extension of operating life to 27
years (Etango-XT). The outcomes categorically evidenced this future growth optionality, with the long-term
scalability of the world-class Etango resource remaining highly robust under the base case Etango-8 approach
to initial project development.
In December 2023, Bannerman was granted the Etango Mining Licence (ML 250), confirming the receipt of
all necessary licences and pre-approvals required to initiate mining activities.
Consolidated
2024
2023
14. TRADE AND OTHER PAYABLES
$’000
$’000
Trade payables
792
389
Other payables and accruals
290
920
1,082
1,309
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.
15. PROVISIONS
CURRENT
Annual leave provision (a)
151
93
Long service leave provision (b)
90
17
Savannah Etango Project settlement (c)
-
500
241
610
NON-CURRENT
Long service leave provision (b)
65
52
Rehabilitation provision (d)
627
265
692
317
(a)
Annual leave provision
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
60
2024 ANNUAL REPORT
(b)
Long service leave provision
The liability for long service leave is recognised and measured at the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date using
the projected unit credit method. Consideration is given to expected future salary levels, experience
of employee departures and periods of service. Expected future payments are discounted using
market yields at the reporting date on high quality corporate bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash outflows. The obligations are
presented as current liabilities in the Statement of Financial Position if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date,
regardless of when the actual settlement is expected to occur.
(c)
Savannah Etango Project settlement
On 17 December 2008, the Company entered into a settlement agreement with Savanna Marble CC
(“Savanna”) relating to Savanna’s legal challenge to the Company’s rights to the Etango Project
Exclusive Prospecting Licence. Under the terms of the settlement a final tranche payment of
A$500,000 and 1,250,000 fully paid ordinary shares is due to Savanna upon receipt of the Etango
Project mining licence. The fully paid ordinary shares component of the settlement is comprised of
400,000 shares attributable to the original agreement, and an additional tranche of 850,000 shares
attributable to the 12 July 2023 agreement addendum. The additional tranche has a fair value of
$1,309,000. The Company received its mining license on 14 December 2023 and granted the
settlement consideration on 20 December 2023 extinguishing the provision.
Consolidated
2024
$’000
2023
$’000
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 Etango heap leach demonstration plant and the
external infrastructure. 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.
(d)
Rehabilitation provision
Opening balance
265
298
Unwinding of discount
17
15
Revaluation of provision
336
(17)
Foreign exchange translation movements
9
(31)
627
265
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
61
2024 ANNUAL REPORT
16. CONTRIBUTED EQUITY
(a)
Issued and outstanding:
2024
2023
No. shares
‘000
$
‘000
No. shares
’000
$
’000
(i)
On 15 November 2023 the Company issued 605,612 fully paid ordinary shares following the exercise
of options (these options were exercised utilising the Company’s Cashless Facility in lieu of cash
consideration, which is determined by the number of options being converted being reduced by the
equivalent value of the exercise price, calculated by dividing the total exercise price by the 5-Day
VWAP as at the Close of Business on the day preceding the date of exercise).
(ii) On 18 December 2023 the Company issued 1,250,000 fully paid ordinary shares per the terms of the
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. Information pertaining to the
settlement is disclosed in Note 15(c).
(iii) On 20 December 2023 the Company issued 41,866 shares on exercise of options (exercise price of
NIL).
(iv) On 12 January 2024 the Company issued 432,623 fully paid ordinary shares following the conversion
of performance rights on vesting.
(v) On 17 May 2024 the Company issued 266 shares following the conversion of performance rights on
vesting.
(vi) On 20 May 2024 the Company issued 5,700 shares on exercise of options (exercise price of NIL).
Ordinary shares
Issued and fully paid
152,847
211,925
150,511
210,629
Movements in ordinary shares on issue
Opening balance
150,511
210,629
148,770
208,798
Issue of shares pursuant to Legal Settlement
Agreement (ii)
1,250
1,309
-
-
Issue of shares on exercise of options under
employee incentive plan (i,iii,vi)
653
-
286
138
Issue of shares on vesting under employee
performance rights plan (iv,v)
433
-
609
-
Issue of shares for acquisition of interest in
Namibia Critical Metals
-
-
846
1,693
Costs of issue shares
-
(13)
-
-
Closing balance
152,847
211,925
150,511
210,629
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
62
2024 ANNUAL REPORT
b)
Share options on issue:
The movements in share options during the period were as follows:
Expiry Dates
Exercise
Price
Balance
1 Jul 23
Granted
Exercised
Expired /
Cancelled
Balance
30 Jun 24
Vested
30 Jun 24
15 November 2023
A$0.50
755,920
- (605,612)
(150,308)
-
-
15 November 2024
A$4.50
138,780
-
-
-
138,780
138,780
15 November 2025
-
-
-
-
-
-
-
15 November 2026
-
100,567
-
(18,949)
-
81,618
81,618
15 November 2027
-
-
130,668
-
-
130,668
-
15 November 2028
-
-
-
-
-
-
-
15 November 2029
-
173,659
-
-
(10,224)
163,435
-
15 November 2030
-
566,240
270,489
(28,617)
(26,859)
781,253
-
15 November 2031
-
-
749,410
-
-
749,410
-
1,735,166
1,150,567
(653,178)
(187,391)
2,045,164
220,398
Weighted average exercise price ($)
0.305
Average life to expiry (years)
5.91
The share options above have performance hurdles linked to minimum service periods.
Key management held 1,348,110 share options as at 30 June 2024 with an average exercise price of nil per
share and an average life to expiry of 6.6 years.
(c)
Share rights on issue
The movement (post-consolidation) in share rights during the period were as follows:
Vesting Dates
Balance
1 Jul 23
Granted
Converted
Forfeited
Balance
30 Jun 24
Vested
30 Jun 24
15 November 2022
845,779
-
-
-
845,779
845,779
15 November 2023
1,610,566
-
(432,898)
(53,307)
1,124,361
1,124,361
15 November 2024
322,773
-
-
(142,398)
180,375
-
2,779,118
- (432,898)
(195,705)
2,150,515
1,970,140
Average life to vesting (years)
0.03
Note: Share rights have no exercise price, and forfeited rights are due to vesting conditions not being met.
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 1,984,398 share rights as at 30 June 2024 with an average life to vesting of 0.03 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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
63
2024 ANNUAL REPORT
Consolidated
2024
$'000
2023
$'000
17. RESERVES
Share-based payment reserve
(a)
62,700
60,902
Foreign currency translation reserve
(b)
(36,740)
(38,375)
Equity reserve
(c)
(826)
(1,222)
TOTAL RESERVES
25,134
21,305
(a) Share-based Payment Reserve
Balance at the beginning of the reporting period
60,902
59,566
Share-based payment vesting expense during the period
1,798
1,336
Balance at the end of the reporting period
62,700
60,902
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
(38,375)
(32,796)
Currency translation differences arising during the year
1,635
(5,579)
Balance at the end of the reporting period
(36,740)
(38,375)
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 gain arising for the year
ended 30 June 2024 amounted to $1,617,390 (2023: $5,612,222 loss), allocated between non-controlling
interests of $17,563 loss (2023: $33,918 loss) and the Group of $1,634,953 gain (2023: $5,578,304 loss).
Foreign translation gains/losses are attributable to the translation of the functional currency of the following
subsidiaries into the Group presentational currency of Australian dollars.
Subsidiary Name
Functional
Currency
Bannerman Mining Resources (Namibia) (Proprietary) Limited
Namibian dollars
Bannerman Energy (UK) Limited
Great British
Pounds
Bannerman Energy (Netherlands) B.V
European Euros
Bannerman Investments Pty Ltd
Australian dollar
Bannerman Energy Canada Ltd
Canadian dollars
Bannerman Investments Namibia (Pty) Limited
Namibian dollars
Cooperative Bulk Handling Terminal (Proprietary) Limited
Namibian dollars
Consolidated
2024
$'000
2023
$'000
(c) Equity reserve
Reserves at the beginning of the reporting period
(1,222)
(1,418)
Movements in equity due to inequitable capital contributions
provided to subsidiary Bannerman Mining Resources (Namibia) (Pty)
Ltd
396
196
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
64
2024 ANNUAL REPORT
Balance at the end of the reporting period
(826)
(1,222)
The equity reserve relates to the Company’s equity in its subsidiary Bannerman Mining Resources (Namibia)
(Pty) Ltd, with current year movements relating to inequitable share holder capital contributions provided to
Bannerman Mining Resources (Namibia) (Pty) Ltd (subsidiary).
18. FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise cash and short-term deposits, equity investments, other
receivables, and trade payables.
Set out below is an overview of financial instruments held by the Group as at 30 June 2024.
Consolidated
2024
$'000
2023
$'000
Financial assets
Cash and cash equivalents
24,046
42,589
Financial assets
38
-
Other Assets
22
-
Other receivables
685
358
Total
24,791
42,947
Financial liabilities
Trade and other payables
1,082
1,309
Lease liability
63
16
Total
1,145
1,325
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, equity risk, foreign exchange risk and
assessments of market forecasts for interest rate, foreign exchange and equity 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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
65
2024 ANNUAL REPORT
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
2024
Floating
Interest Rate
Fixed Interest
maturing in 1
year or less
Fixed Interest
maturing over 1
to 5 years
Total
$'000
$'000
$'000
$'000
Financial instruments
Cash
2,191
21,521
-
23,712
Other Assets
-
20
-
20
Trade and other payables*
-
-
-
-
Lease liability
-
(63)
-
(63)
2,191
21,478
-
23,669
Weighted average interest rate
4.54%
* There were no trade and other payables exposed to interest rate risk at the end of the financial year.
Consolidated
2023
Floating
Interest Rate
Fixed Interest
maturing in 1
year or less
Fixed Interest
maturing over
1 to 5 years
Total
$'000
$'000
$'000
$'000
Financial instruments
Cash
877
41,712
-
42,589
Other Assets
-
-
-
-
Trade and other payables
-
5
-
5
Lease liability
-
(16)
-
(16)
877
41,701
-
42,578
Weighted average interest rate
3.86%
The following table summarises the impact of reasonably possible changes in interest rates for the Group
at 30 June 2024. 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.
Consolidated
Impact on post-tax gain/(loss):
2024
2023
$'000
$'000
1% increase
166
309
1% decrease
(166)
(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 assets and liabilities are largely denominated in their functional currency of the respective
Group entity. Currently there are no foreign exchange hedge programs in place. The Group manages the
purchase of foreign currency to meet operational requirements.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
66
2024 ANNUAL REPORT
The classes of securities that are impacted by foreign exchange exposure are comprised of:
Consolidated
2024
$'000
2023
$'000
Financial assets
Cash and cash equivalents (US dollar)
350
-
Total
350
-
The following table demonstrates the sensitivity to a reasonably possible change in the foreign exchange
rate, with all other variables held constant, of the Group’s profit before tax due to changes in the carrying
value of monetary assets and liabilities at reporting date:
Consolidated
Impact on post-tax gain/(loss):
2024
2023
$'000
$'000
5% increase
12
-
5% decrease
(12)
-
(c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. The Group has adopted the policy of dealing only with counter parties that
have acceptable credit ratings. Cash is held in financial institutions with credit ratings of A or higher
(Standard and Poor’s). The Company obtains sufficient collateral or other security where appropriate, as
a means of mitigating the risk of financial loss from defaults.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for
losses, represents the Group’s maximum exposure to credit risk. For the remaining financial assets, there
are no significant concentrations of credit risk within the Group and financial instruments are being spread
amongst highly rated financial institutions and related parties to minimise the risk of default of
counterparties.
(d) Liquidity Risk
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
<6 months
6-12 months
1– 5 years
Total
$’000
$’000
$’000
$’000
2024
Trade and other payables
1,082
-
-
1,082
Lease liability
66
-
-
66
Total
1,148
-
-
1,148
2023
Trade and other payables
1,309
-
-
1,309
Lease liability
16
-
-
16
Total
1,325
-
-
1,325
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
67
2024 ANNUAL REPORT
(e) Equity price risk
The Group is exposed to equity securities price risk from investments held that are classified on the
statement of financial position as financial assets, with the underlying derivative of the investment being
the Toronto Stock Exchange and OTC listed securities of Namibia Critical Metals (“NMI”).
Material investments are managed on an individual basis and all buy and sell decisions are approved by
the Board.
The table below summarises the impact of increases/decreases of this index on the Group’s post tax profit
for the year and on equity. The analysis is based on the assumption that equity indexes had
increased/decreased by 10% (2023: 10%) with all other variables held constant and all the Group’s equity
instruments moved according to the historical correlation with the index.
Consolidated
2024
2023
$'000
$'000
Financial assets
Financial assets(NMI warrants)
38
-
Total
38
-
Impact on post-tax gain/(loss):
10 % increase
3
-
10 % decrease
(3)
-
Fair value of financial instruments
The following tables detail the Group’s fair values of financial instruments considered by the following level:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices)
Level 3: Inputs for asset or liability that are not based on observable market data (Unobservable inputs).
Financial assets
Level 1
Level 2
Level
3
Total
2024
$’000
$’000
$’000
$’000
Financial assets – warrants NMI
-
38
-
38
Total assets
-
38
-
38
2023
Financial assets – warrants NMI
-
-
-
-
Total assets
-
-
-
-
There were no transfers between levels during the financial year.
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
68
2024 ANNUAL REPORT
19. LOSS PER SHARE
Consolidated
2024
2023
Basic and diluted loss per share to the ordinary equity holders of the Company
(cents per share)
(6.30)
(3.17)
$'000
$'000
Loss used in the calculation of weighted average basic and dilutive loss per share
(9,562)
(4,750)
Number of
Shares
Number of
Shares
'000
'000
Weighted average number of ordinary shares outstanding during the period
used in the calculation of basic loss per share.
151,784
150,062
Number of share options / performance rights issued that could be potentially
dilutive but are not included in diluted EPS as they are anti-dilutive for the
periods presented.
4,195
2,913
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 2024.
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.
20. CASH FLOW INFORMATION
Consolidated
2024
$'000
2023
$'000
3(a)
Reconciliation from the net loss after tax to the net cash
flow from operating activities
Loss after income tax
(9,562)
(4,750)
Non-cash flows in operating loss
Depreciation
53
37
Impairment of equity-accounted investments
4,396
-
Interest accrued
(112)
(54)
Interest on lease liability
2
1
Realised loss on disposal of fixed assets
1
-
Share-based payments
1,577
1,241
Share of losses from equity-accounted investments
1,010
48
Write-down of exploration and evaluation expenditure
-
1,546
Changes in assets and liabilities
(Increase) / decrease in receivables and prepayments
(308)
(365)
Increase / (decrease) in trade and other creditors and accruals
168
(195)
(Decrease) / Increase in provisions
144
162
Net cash outflows from Operating Activities
(2,631)
(2,329)
21. COMMITMENTS
a)
Exploration and evaluation expenditure
Bannerman has no expenditure commitments with regards to the Etango ML 250 licence.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
69
2024 ANNUAL REPORT
22. SHARE-BASED PAYMENT PLANS
Recognised employee share-based payment expenses
Total expense from equity-settled share-based payment transactions during the year are shown in the table
below:
Consolidated
2024
2023
$'000
$'000
Staff share-based payments
1,479
1,086
Consultant share-based payments
115
155
Total share-based expense attributable to the Statement of
Comprehensive Income
1,594
1,241
Consultant share-based payments (capitalised as exploration and
evaluation expenditure)
206
95
Foreign exchange translation movement
(2)
-
Total share-based payments issued during financial period
1,798
1,336
Types of share-based payment plans
Employee Incentive Plan ("EIP")
Performance rights are granted to all employees and select consultants critical to the successful of the
Company. The EIP is designed to align participants' interest with those of shareholders by enabling employees
to access the benefits of an increase in the value of the Company's shares. The vesting of a percentage of the
performance rights (Market Performance Tranche) is subject to the Company’s relative Absolute Shareholder
Return (“ASR”) as measured by share price performance over the two-year period from 30 June of the issue
year of the performance rights, compared with the price used to determine the number of Performance
Rights. The vesting of the remaining portion (Operational Tranche) is subject to the attainment of defined
individual and group performance criteria (Operational Test), chosen to align the interests of employees with
shareholders, representing key drivers for delivering long term value. Group and individual performance
measures are weighted and specify performance required to meet or exceed expectations.
The performance measures for performance rights (Operational Tranche) 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
Percentage of award that will vest
Negative performance
0%
Between 0 and 20% compounding per annum
Scale applicable between 0 and 100%
At or above the 20%
100%
Vested Performance Rights are subject to ongoing employment obligations. Performance rights that do not
vest will be cancelled.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
70
2024 ANNUAL REPORT
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)
2024
2024
2023
2023
#
WAEP1
#
WAEP1
Outstanding at the beginning of the year
1,735,166
0.58
1,128,580
1.01
Granted during the year
1,150,567
-
847,621
-
Exercised during the year
(653,178)
0.46
(241,035)
0.57
Expired during the year
(187,391)
0.40
-
-
Outstanding at end of the year
2,045,164
0.31
1,735,166
0.58
1 Weighted Average Exercise Price ($/share)
Summary of performance rights granted under NEDSIP and EIP arrangements (consolidated balances)
2024
2023
#
#
Outstanding at beginning of the year
2,779,118
3,461,009
Granted during the year
-
-
Converted during the year
(432,898)
(653,417)
Forfeited during the year
(195,705)
(28,474)
Outstanding at end of the year
2,150,515
2,779,118
Weighted average remaining contractual life
The weighted average remaining contractual life as at 30 June 2024 was:
Share options
5.91 years (2023: 3.52 years).
Performance rights
0.03 years (2023: 0.38 years).
Range of exercise price
The range of exercise prices for share options outstanding as at 30 June 2024 was $0.00 - $4.50 (2023: $0.50
- $4.50). The weighted average exercise price for share options outstanding as at 30 June 2024 was $0.31
(2023: $0.58) per share option.
Weighted average fair value
The weighted average fair value for the share options granted during the year was $2.39 (2023: $1.71) per
share option. There were no performance rights granted during the financial year ended 30 June 2024.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
71
2024 ANNUAL REPORT
Share options / performance rights pricing model
Equity-settled transactions
The fair value of the equity-settled share options granted under the NEDSIP and EIP is estimated as at the
date of grant using a Black-Scholes option price calculation method taking into account the terms and
conditions upon which the share options/rights were granted. A Monte Carlo simulation is applied to fair
value the ASR element. In accordance with the rules of the EIP, the model simulates the Company's ASR to
produce a theoretical value relative to share performance. This is applied to the grant to give an expected
value of the ASR element.
Options pricing model inputs used for the year ended 30 June 2024:
NEDSIP/EIP
EIP
EIP
EIP
Annual Grant
Share Options
(SVC) 1
Annual Grant
Share Options
(SVC) 1
Annual Grant
Share Options
(ASR)2
Annual Grant
Share Options
(KPI) 3
Grant date
16 Nov 2022–18
Dec 2023
15 Dec 2023
9 Nov-20 Dec
2023
9 Nov-19 Dec
2023
Dividend Yield (%)
0%
0%
0%
0%
Expected volatility (%)
75%
75%
75%
75%
Risk- Free interest rate (%)
3.359%-3.669%
3.755
3.669-4.131%
3.669%-4.131%
Expected life of securities
(years)
3 years
7 years
7-8 years
7-8 year
Share price at measurement
date ($)
2.120-2.680
2.700
1.842-2.223
2.570-2.700
Pricing model inputs used for the year ended 30 June 2023:
NEDSIP/EIP
EIP
EIP
EIP
EIP
EIP
Annual Grant
Share Options
(SVC) 1
Annual Grant
Share
Options
(SVC) 1
Annual
Grant
Share
Options
(ASR)2
Annual
Grant
Share
Options
(KPI) 3
Annual
Grant
Share
Options
(ASR) 2
Annual
Grant
Share
Options
(KPI) 3
Grant date
16-30 Nov
2022
15 Aug-29
Nov 2022
18 Oct-9
Dec 2022
18 Oct-9
Dec 2022
29 May
2023
29 May
2023
Dividend Yield (%)
0%
0%
0%
0%
0%
0%
Expected volatility (%)
75%
75%
75%
75%
75%
75%
Risk- Free interest
rate (%)
3.363%
3.121%-
3.247%
3.063%-
3.537%
3.063%-
3.537%
3.372%
3.372%
Expected life of
securities (years)
3 years
8 years
7-8 years
7-8 year
8 years
8 years
Share price at
measurement date ($)
1.800
1.875-2.00
0.864-1.434
1.585-2.120
0.546
1.350
Vesting Conditions
1.
SVC = Service Vesting Condition Only
2.
ASR = Absolute Shareholder Return / Service Vesting Condition
3.
KPI = Operational Target Measure (Key Performance Indicators) /Service Vesting Condition
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
72
2024 ANNUAL REPORT
23. 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.
The analysis of the location of non-current assets other than financial instruments is as follows:
Consolidated
2024
2023
$'000
$'000
Australia
59
86
Namibia
82,727
69,504
Total Non-current Assets
82,786
69,590
24. EVENTS SUBSEQUENT TO REPORTING DATE
Subsequent to year-end the Company completed an equity raising of $85,000,657 in a two-tranche placement
to new and existing institutional and sophisticated investors. These two tranches were ratified (first tranche)
and approved (second tranche) at the Company’s 12 August 2024 general meeting. Details of each tranche
of securities are included below:
1. First tranche - On 4 July 2024, the Company issued 22,927,010, fully paid ordinary shares at an issue
price of $3.30, raising $75,659,133 (before fees).
2. Second tranche - On 15 August 2024, following shareholder approval the company released a second
tranche of 2,830,765 fully paid ordinary shares with the same issue price of $3.30, raising a further
$9,341,524 (before fees).
The proceeds of the funding will be utilised in the continuing development of the Etango Project and will fund
the detailed engineering design, early works program and provide general working capital. Following the
completion of the equity raise the Company has a total number of 178,604,511 fully paid ordinary shares on
issue. Placement fees for the equity raising amounted to $4,555,368.
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.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
73
2024 ANNUAL REPORT
25. 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
Country of
incorporation
% Equity Interest
2024 2023
Bannerman Mining Resources (Namibia) (Pty) Ltd
Namibia
95
95
Bannerman Energy (UK) Limited
United
Kingdom
100
100
Bannerman Energy (Netherlands) B.V (incorporated 4 April 2023
Netherlands
100
100
Bannerman Investments Pty Ltd
Australia
100
100
Bannerman Energy Canada Ltd
Canada
100
100
Bannerman Investments Namibia (Pty) Limited (incorporated 16
January 2024)
Namibia
100
-
Cooperative Bulk Handling Terminal (Proprietary) Limited
(incorporated 16 January 2024)
Namibia
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:
2024
$
2023
$
Short-term employee benefits
2,134,973
1,531,839
Long-term employee benefits
82,736
51,540
Post-employment benefits
102,208
99,147
Share-based payments
1,320,970
976,313
3,640,887
2,658,839
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.
26. PARENT ENTITY INFORMATION
2024
2023
$'000
$'000
a. Information relating to Bannerman Energy Ltd:
Current assets
23,212
42,842
Total assets
119,025
120,571
Current liabilities
512
768
Total liabilities
577
820
Issued capital
211,925
210,629
Accumulated loss
(160,215)
(155,818)
Shared based payment Reserve
62,700
60,902
Equity Reserve
4,037
4,037
Total shareholders’ equity
118,448
119,751
Profit/(loss) of the parent entity
Total comprehensive profit/(loss) of the parent entity
(4,397)
(4,397)
(7,624)
(7,624)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
74
2024 ANNUAL REPORT
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 2023 to 30 June 2024.
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.
27. 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
2024
2023
Bannerman Mining Resources (Namibia) (Pty) Ltd
Namibia
5%
5%
Accumulated balances of material non-controlling interest:
$’000
$’000
Bannerman Mining Resources (Namibia) (Pty) Ltd
(990)
(387)
Loss allocated to material non-controlling interest:
Bannerman Mining Resources (Namibia) (Pty) Ltd
(47)
(110)
In March 2017, the Company entered into a Subscription Agreement with the One Economy Foundation to
become a 5% loan-carried shareholder in the Etango Project. As part of the Subscription Agreement,
Bannerman Mining Resources (Namibia) (Pty) Ltd (BMRN) issued 5% of its ordinary share capital to the One
Economy Foundation for par (nominal) value. The One Economy Foundation will be free carried for all future
project expenditure including pre-construction and development expenditure, with the loan capital and
accrued interest repayable from future dividends.
The summarised financial information of the subsidiary is provided below. This information is based on
amounts before inter-company eliminations.
Bannerman Mining Resources (Namibia) (Pty) Ltd
2024
2023
Summarised statement of comprehensive income:
$’000
$’000
Other income
190
81
Administrative expenses
(1,120)
(746)
Write-down of exploration expenditure
-
(1,546)
Loss before tax
(930)
(2,211)
Income tax
-
-
Loss for the year
(930)
(2,211)
Other comprehensive income/(loss)
327
(678)
Total comprehensive income/(loss)
(603)
(2,889)
Attributable to non-controlling interests
(64)
(144)
Attributable to equity holders of parent
(539)
(2,745)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
75
2024 ANNUAL REPORT
Bannerman Mining Resources (Namibia) (Pty) Ltd
2024
2023
Summarised statement of financial position:
$’000
$’000
Cash and bank balances and receivables (current)
1,665
509
Property, plant and equipment and receivables (non current)
70
60
Exploration and evaluation expenditure (non current)
69,891
53,592
Other receivables (non current)
7,756
2,149
Trade and other payables (current)
(2,464)
(602)
Provisions (current)
(109)
(524)
Other payables (non current)
(64,066)
(48,112)
Provisions (non-current)
(627)
(265)
Total equity
12,117
6,807
Attributable to:
Equity holders of parent
13,107
7,194
Non-Controlling interest
(990)
(387)
Summarised cash flow information:
2024
2023
$’000
$’000
Operating
(946)
(509)
Investing
(12,805)
(5,351)
Financing
14,509
5,948
Effect of movement in exchange rates on cash held
5
(104)
Net (decrease) / increase in cash and cash equivalents
763
(16)
BANNERMAN ENERGY LTD
76
2024 ANNUAL REPORT
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Set out below is a list of entities that are consolidated in this set of Consolidated financial statements at the
end of the financial year.
Entity Name
Entity Type
Country of
Incorporation
% of
share
capital
Country of Tax
Residence
Bannerman Energy Ltd
Body Corporate
Australia
Australia
Bannerman Mining Resources (Namibia) (Pty) Ltd
Body Corporate
Namibia
95
Namibia
Bannerman Energy (UK) Limited
Body Corporate
United Kingdom
100
United
Kingdom
Bannerman Investments Pty Ltd
Body Corporate
Australia
100
Australia
Bannerman Energy Canada Ltd
Body Corporate
Canada
100
Australia
Bannerman Energy (Netherlands) B.V
Body Corporate
Netherlands
100
Netherlands
Bannerman Investments Namibia (Pty) Limited
Body Corporate
Namibia
100
Namibia
Cooperative Bulk Handling Terminal (Pty) Limited
Body Corporate
Namibia
100
Namibia
There are no trusts, partnerships or joint ventures within the consolidated entity. Accordingly, none of the
above entities was a trustee of a trust within the consolidated entity, a partner in a partnership within the
consolidated entity, or a participant in a joint venture within the consolidated entity
BANNERMAN ENERGY LTD
77
2024 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)
Giving a true and fair view of the consolidated entity’s financial position as at 30 June
2024 and its performance for the year ended on that date.
ii)
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.
(c)
The consolidated entity disclosure statement required by section 295 (3A) is true and correct.
(d)
The information disclosed in the consolidated entity disclosure statement is true and correct; 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 2024.
On behalf of the Board
Brandon Munro
Executive Chairman / Managing Director
Perth 19 September 2024
BANNERMAN ENERGY LTD
78
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANNERMAN ENERGY LTD
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANNERMAN ENERGY LTD
(CONTINUED)
BANNERMAN ENERGY LTD
79
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANNERMAN ENERGY LTD
(CONTINUED)
BANNERMAN ENERGY LTD
80
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANNERMAN ENERGY LTD
(CONTINUED)
BANNERMAN ENERGY LTD
81
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BANNERMAN ENERGY LTD
(CONTINUED)
BANNERMAN ENERGY LTD
82
2024 ANNUAL REPORT
BANNERMAN ENERGY LTD
83
2024 ANNUAL REPORT
ADDITIONAL SHAREHOLDER INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024
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 2024.
Distribution of Equity Securities
There were 408 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
Number of
holders
Number of shares
1 - 1,000
2,365
1,065,772
1,001 - 5,000
2,229
5,826,883
5,001 - 10,000
712
5,403,782
10,001 - 100,000
804
22,439,320
100,001 and over
74
118,110,979
TOTALS
6,184
152,846,736
Unlisted Share options and Performance Rights
Share options
Performance Rights
Number of
holders
Number of share
options
Number of
holders
Number of performance
rights
Size of Holding
1 - 1,000
1
797
-
-
1,001 - 5,000
5
12,893
-
-
5,001 - 10,000
1
6,631
5
38,075
10,001 - 100,000
14
486,293
6
286,511
100,001 and over
7
1,538,550
1
1,825,929
TOTALS
28
2,045,164
12
2,150,515
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
Number of
shares
Percentage
Held
Date of last
lodgement
Macquarie Group Limited (MGL) and Macquarie Group
Entities
13,481,532
8.82%
22 June 2023
SS&C ALPS Advisors
11,939,582
7.81%
-
Global X Management
8,170,038
5.35%
-
ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
BANNERMAN ENERGY LTD
84
2024 ANNUAL REPORT
Top 20 Shareholders
The top 20 largest shareholders are listed below:
Name
Number of
Shares
Percentage Held
%
CITICORP NOMINEES PTY LIMITED
35,322,174
23.11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
26,125,612
17.09
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
12,232,238
8.00
BNP PARIBAS NOMINEES PTY LTD
9,382,701
6.14
BNP PARIBAS NOMS PTY LTD
6,238,202
4.08
BNP PARIBAS NOMINEES PTY LTD
3,615,749
2.37
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
3,097,678
2.03
WIDERANGE CORPORATION PTY LTD
1,199,541
0.78
MR WERNER EWALD
1,150,000
0.75
UBS NOMINEES PTY LTD
1,117,628
0.73
SEQUOI NOMINEES PTY LTD
1,094,964
0.72
ONEDIGGER PTY LTD
990,725
0.65
BNP PARIBAS NOMINEES PTY LTD
927,780
0.61
MR MIKE LEECH
684,600
0.45
BNP PARIBAS NOMS PTY LTD
682,758
0.45
MS HEIDE MAGDALENE HOFFMANN
625,000
0.41
MR CLIVE JONES
600,887
0.39
RETZOS EXECUTIVE PTY LTD
550,000
0.36
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED GSCO
CUSTOMERS A/C
528,929
0.35
NATIONAL NOMINEES LIMITED
495,913
0.32
TOTAL TOP 20 HOLDERS
106,663,079
69.78
TOTAL NON-TOP 20 HOLDERS
46,183,657
30.22
TOTAL
152,846,736
100.00
Voting Rights
Ordinary Shares
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.
Grant
Date
Expiry
Date
Holder
Area
(Ha)
Country in which the
Licence is held
ML250
31 Oct 2023
30 Oct 2043
Bannerman Mining Resources
(Namibia) (Pty) Ltd
7,295
Namibia