Annual Report 2020
Contents
Contents
Operations Overview………………………………………………………………………………………………………………………2
Financial Report…………………………………………………………………………………………………………………………….13
ASX Additional Information……………………………………………………………………………………………………………74
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Annual Report 2020
Operations Overview
BATTERY MINERALS DEVELOPMENT STRATEGY - SUMMARY
In recent years across the world, there is widespread significant evidence of an
accelerated development of renewable energy generation, the application of electric
vehicles from bikes to scooters, cars, trucks, ships as well as recreational and
commercial scale drone use.
This is also delivering increased utilisation of energy dense lithium-ion batteries in all
manner of computing devices, robotics and industrial tooling. In addition, the
importance of access to critical minerals is now understood as being important from a
geopolitical perspective.
Nations recognise that their ability to participate in leading technologies for the benefit
of their people as well as defense of existing industries is reliant on their access to
critical minerals. Graphite is an important critical mineral, an essential component
across the electronics industry and specifically in the production of anodes in lithium-
ion batteries. Copper, nickel, lithium, cobalt and a range of rare earth elements like
vanadium are also strategic or critical minerals.
In developing a highly advanced high grade graphite project with a complete and
available logistics solution in place, is arguably the most important graphite province in
the world, Battery Minerals has deposits which provide significant opportunity for a
value catalyst for the benefit of shareholders. The world is accelerating in the
application of battery technology and electronics generally.
The Montepuez Graphite project, has completed all environmental permitting, holds a
national mining licence and Battery Minerals has already constructed a tailings dam,
mining camp and mobilised a crusher to site. Battery Minerals does not need to relocate
any communities prior to the commencement of development.
Battery Minerals is aware that the market price of some grades of graphite, that could
be produced by its two Mozambican graphite development projects, have increased
recently. This and invigorated interest in the minerals needed for EV batteries has
highlighted the quality of Battery Minerals’ two graphite projects.
In addition to graphite, Battery Minerals has acquired 808 square kilometres of highly
prospective ground in Victoria, the Stavely-Stawell Project. From the late 1800’s the area
was explored predominantly for gold up until the late 1990’s. Battery Minerals is the first
company to be able to secure the entire package and sustain systematic modern
exploration for strategic commodities particularly base metals and gold. Since the
ground was last explored in the 1990’s explorers on adjacent tenements in similar
geological terrain have identified significant deposits and intercepts of copper, nickel
and gold. In addition, the area has been subject to new highly credible detailed
geological interpretation by the Victorian Geological Survey, and they have identified
large areas on our ground that they consider prospective for base metals.
2
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Battery Minerals LimitedOperations Overview
Operations Overview
GIPPSLAND, VICTORIA
Completion of acquisition of 100% interest in Gippsland Prospecting
During the December 2020 Quarter, Battery Minerals completed acquisition of 100% of
Gippsland Prospecting Pty Ltd (“Gippsland Prospecting), which owns the highly-
prospective Stavely-Stawell Project (exploration licence EL6871) immediately adjacent
to Stavely Minerals (ASX:SVY) Thursday’s Gossan copper-gold project in Victoria.
The tenement covers 808sqkm and hosts the historic Moyston gold mine, which
produced ~75,000oz at 22g/t Au. The boundary of the exploration licence is also just
7km from the rich Stawell gold mine, which has produced ~5Moz of gold.
The Stavely-Stawell Project is considered highly prospective for shear zone-hosted
orogenic gold deposits such as Stawell, as well as volcanic-hosted base metals
mineralisation and large-scale Cadia Ridgeway-type porphyry copper mineralisation,
within the well-defined Stavely volcanic belt.
Battery Minerals has commenced acquisition of high-resolution LiDAR and multi-
spectral data sets, as well as commissioning reprocessing of publicly available
geophysical data to assist with high-priority target identification and ranking.
During the December 2020 Quarter, the Company commenced engagement with local
land owners to enable access for exploration activities commencing in 2021.
Targeting
interpretation, geochemistry, historic
Foundation datasets (geophysics, geology
drilling) have been reviewed, reprocessed where appropriate and the Company is in the
process of supplementing the existing data with further geophysical studies, satellite
spectral imagery and historic data compilation and validation.
Targets are considered Orogenic Gold style, typical in Victoria. Gold emplacement is
structurally controlled, associated with quartz veining and often coarse ‘bonanza’ grade
gold, eg. Bendigo, Ballarat, Stawell.
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Annual Report 2020Operations Overview
Operations Overview
Seven Targets have been identified along the Moyston Fault, targeting notes highlighted
below:
Prospect
Prospect
Operations Overview
Target Type
Target Type
Status
Status
Priority
Priority Further Work
Further Work
Nine Mile Creek
Orogenic Gold
Nine Mile Creek
Orogenic Gold
Regional Aircore
Regional Aircore Drill Testing
Drill Testing
1
Londonderry
Orogenic Gold
Seven Targets have been identified along the Moyston Fault, targeting notes highlighted
Regional Aircore Drill Testing
below:
Londonderry
Frying Pan
Orogenic Gold
1
Regional Aircore
Drill Testing
Regional Aircore Drill Testing
Further Work
1
Priority
Prospect
Nine Mile Creek
Moyston
Frying Pan
Extensions
Orogenic
Gold/Epithermal
Target Type
Overprint
Orogenic Gold
Orogenic Gold
Orogenic Gold/
Epithermal Overprint
1
2
Limited historic drilling,
favourable structural
1
location.
Limited historic drilling,
favourable structural
location.
As and Au signature,
1
favourable structural
As and Au signature,
location.
favourable structural
Potential epithermal
location.
overprint, highly-
Status
serpentinised footwall UM
unit mapped.
Potential epithermal
Limited historic drilling,
Limited drilling outside of
overprint, highly-
1
favourable structural
2
the mine footprint. Land
serpentinised footwall
location.
access priority.
UM unit mapped.
As and Au signature,
and
Historic workings
favourable structural
drilling, low-grade
location.
intercepts, favourable
Potential epithermal
structural location.
overprint, highly-
Shallow workings, As and
1
serpentinised footwall UM
3
Au signature. Land access
unit mapped.
Historic workings and
priority.
Limited drilling outside of
drilling, low-grade
Shallow workings, As and
2
the mine footprint. Land
intercepts, favourable
3
Au signature. Land access
structural location.
access priority.
priority.
Historic workings
drilling, low-grade
Shallow workings, As and
intercepts, favourable
Au signature. Land access
structural location.
priority.
Shallow workings, As and
Au signature. Land access
priority.
Shallow workings, As and
Shallow workings, As and
Au signature. Land access
Au signature. Land access
priority.
priority.
Limited drilling outside of
the mine footprint. Land
access priority.
and
3
3
2
1
Historic
drilling
requires
Regional Aircore
Regional Aircore Drill Testing
further validation - step out
Drill Testing
geochem
2
Further surface geochem for
Regional Aircore Drill Testing
pathfinder elements
required
Historic drilling
requires further
validation - step out
geochem
drilling
requires
Historic
Regional Aircore Drill Testing
further validation - step out
Further surface
geochem
requires
drilling
Historic
geochem for
Historic
requires
drilling
further validation - step out
pathfinder
further validation - step out
elements required
geochem
geochem
2
3
Further surface geochem for
pathfinder elements
required
Historic drilling
requires further
validation - step out
geochem
Historic
requires
drilling
further validation - step out
Historic drilling
geochem
requires further
requires
drilling
Historic
validation - step out
further validation - step out
geochem
geochem
3
Londonderry
Jaluka Park
Orogenic Gold
Orogenic Gold
Moyston Extensions Orogenic Gold
Frying Pan
Orogenic
Gold/Epithermal
Orogenic Gold
Overprint
Cox’s Find
Moyston
Billy Goat
Extensions
Jaluka Park
Orogenic Gold
Orogenic Gold
Orogenic Gold
Jaluka Park
Orogenic Gold
Cox’s Find
Orogenic Gold
Billy Goat
Billy Goat
Orogenic Gold
Orogenic Gold
Cox’s Find
Table 1: Battery Minerals Initial Gold Target Ranking
Orogenic Gold
Table 1: Battery Minerals Initial Gold Target Ranking
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Battery Minerals LimitedOperations Overview
Operations Overview
STAWELL
GOLD
CORRIDOR
STAWELL
GOLD MINE
(>5moz)
Glenlyle
(Au, Ag)
Moyston
(77koz @ 22gpt Au)
STAWELL
GOLD
CORRIDOR
Thursday’s
Gossan
(Cu, Au)
Figure 1: Location of EL6871, adjacent to Stawell historic mine and Stavely tenure showing
locations of key regional prospects and deposits
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Annual Report 2020Operations Overview
Operations Overview
STAWELL
GOLD MINE
(>5moz)
Illawarra
Billy Goat
Cosmopolitan
Coxs Find
Frying Pan
Londonderry
Jalukar Park
Nine Mile Road
MOYSTON MINE
(77koz @ 22gpt Au)
Figure 2: Battery Minerals - Mag TMI, Structural Interpretation,
Moyston Fault Au Targets
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Battery Minerals LimitedOperations Overview
Operations Overview
GRAPHITE PROJECTS, MOZAMBIQUE
The Company has implemented a range of measures to combat the risks associated with
COVID-19. These measures are in addition to the travel restrictions and the requirement
for 14-day isolation periods throughout our countries of interest.
Montepuez Site
Staffing of the Montepuez site continues to be at a reduced level, in line with the
Mozambican Government’s social distancing, isolation and travel restrictions.
As previously reported, in the interest of reducing the influx of foreign personnel into the
project site in the district of Montepuez, the Company decided to reduce its expatriate
staff presence on site. This effectively reduces risk to local populations from the import
of COVID-19 from South Africa and Australia. Furthermore, in compliance with the
Australian Government’s travel advisory, Battery Minerals has halted all non-essential
travel to Mozambique for the purpose of work. The travel restrictions and reduced
presence on site will not affect business continuity.
As previously reported, the Company will continue to monitor the situation and will
make changes as required to align with national legislation and support the health and
safety of the Company’s staff and local communities.
MONTEPUEZ GRAPHITE PROJECT
Extension of the Environmental Licence
In compliance with national regulations, the Company updated its Environmental
Management Plan and its environmental analysis tools in support of the extension of
the Environmental Licence, the validity of which is extended every two years. After an
external audit of the site and the Environmental Management Program by a certified
independent body, the Company was awarded the extension until 28/10/2022.
Development of an Elephant Management Plan
In line with meeting the Equator Standards, the Company developed an Elephant
Management Plan in response to the reported presence of elephants in the area. An
assessment was carried out by an independent body to determine the possible threat
of elephant encroachment into the project area. Given that the introduction of an
artificial permanent water source (Water Storage Facility and TSF) could attract a
greater number of elephants and encourage them to reside in the project area for
longer periods of time than in previous years when there was an absence of a
permanent water source, the study was deemed necessary. In collaboration with the
independent body, a series of mitigation measures were developed and implemented
successfully by the Company. To date, no human-elephant conflict has taken place on
site or within neighboring communities.
Mining Agreement
As previously reported, while the grant of a Mining Agreement is not a condition
precedent to production, exports and cashflows, the execution of a Mining Agreement
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Annual Report 2020Operations Overview
Operations Overview
provides the Company with additional rights that enable investing companies like
Battery Minerals to obtain absolute clarity around the application of the
legal
framework to the project. The Mining Agreement also formalises a project’s fiscal
stability rights into a contractually binding document and provides an agreed dispute
resolution process.
During 2020, Battery Minerals continued to progress government engagement in
relation to the Mining Agreement. As previously advised, the Company does not expect
a material variation in project economics to result from the Mining Agreement.
Community Investment
As previously advised, the Company works closely with local Government and
community leaders on specific community initiatives including local employment and
training, supporting medical and educational facilities and services such as schooling
and clinic infrastructures and increasing access to safe water. During 2020, the Company
provided vital sanitation supplies to two district health facilities in support of the
national COVID-19 response plan. The supplies will support the safe clinical treatment
of children and vulnerable communities within the district. Once the Company achieves
project finance for the Montepuez project and commences development and then
production, it will further expand its planned long term locally supported and
government endorsed community initiatives.
BALAMA CENTRAL GRAPHITE PROJECT - Mining Licence Submitted
Battery Minerals’ mining concession application for its Balama Central Graphite Project
was submitted to the Government in late June 2019 for its review and consideration.
The application reduced the footprint of the exploration licence to minimise the impact
on local communities. The licence, reclassified as 10031C (formerly 4118L), is 1543 ha.
Approval is expected in the second half of 2021.
As previously reported, the environmental impact assessment (EIA) for 10031C has
been completed and no significant environmental or social threats have been indicated.
The application for the environmental licence was submitted in December 2019.
CORPORATE
During the December 2020 Quarter, the Company completed a placement for $5.5M
and a well supported Share Purchase Plan for $744,000. The funds raised will ensure
the Company is well funded to complete its exploration commitments for the Stavely-
Stawell Project in Victoria.
On 22 October 2020, the Company issued the consideration securities to the vendors of
Gippsland Prospecting Pty Ltd, being within five business days of the grant by the
Victorian State Government of EL6871.
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Battery Minerals LimitedOperations Overview
Operations Overview
The funding process for the Montepuez Graphite Project, which is being led by Third
Way Africa, is continuing. As previously advised, key funding development activities,
including site visits, have had to be postponed until after COVID-19 travel and isolation
restrictions have been lifted.
As at 31 December 2020, the Company had cash and liquid assets of $7.3M. The
Company continues to prioritise its cash expenditure to ensure it maximises its ability
to meet its funding obligations for the Stavely-Stawell Project in Victoria and secure
project finance for its Montepuez graphite project over the coming year.
Competent Person Statement
The information in this release that relates to Exploration Targets, Exploration Results or Mineral Resources is based on
information compiled by Nicholas Jolly, who is a Member of The Australasian Institute of Mining and Metallurgy and is
currently General Manager Exploration for Battery Minerals Limited. Mr Jolly has sufficient experience which 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’. Mr Jolly consents to the inclusion in the release of the matters based on his information in
the form and context in which it appears.
Mozambique Assets Competent Person’s Statement
Battery Minerals confirms that all the material assumptions underpinning the production targets for its Montepuez and
Balama Central graphite projects and any of the forecast financial information derived from these production targets, in the
4 and 12 December 2018 ASX announcements, on these projects continue to apply at the date of release of this presentation
and have not materially changed. Battery Minerals confirms that it is not aware of any new information or data that all
material assumptions and technical parameters underpinning the estimates in the 4 and 12 December 2018 announcements
continue to apply and have not materially changed.
Any references to Ore Reserve and Mineral Resource estimates should be read in conjunction with the competent person
statements included in the ASX announcements referenced in this report as well as Battery Minerals’ other periodic and
continuous disclosure announcements lodged with the ASX, which are available on the Battery Minerals’ website. For
Mineral Resources - See announcement dated 16th July and 18th October 2018 for full details and Competent Persons sign-
off. For Ore Reserves - See announcements dated 4 and 12 December 2018 for full details and Competent Persons sign-off.
The information in this report that relates to Battery Minerals’ Mineral Resources or Ore Reserves is a compilation of
previously published data for which Competent Persons consents were obtained. Their consents remain in place for
subsequent releases by Battery Minerals of the same information in the same form and context, until the consent is
withdrawn or replaced by a subsequent report and accompanying consent.
The information in this Report that relates to Montepuez Mineral Resources is extracted from the ASX Announcement titled
‘Group Resource Update’ dated 18 October 2018, where the Statement of Estimates of Mineral Resources was compiled by
Mr. Shaun Searle who is a Member of the AIG. Mr. Searle has sufficient experience that is relevant to the style of
mineralisation and type of deposit under consideration and to the activity that he has undertaken to qualify as a Competent
Person as defined in the JORC Code (2012). Mr Searle consented to the inclusion in that report of the matters based on his
information in the form and context in which it appears.
Important Notice
This ASX Announcement does not constitute an offer to acquire or sell or a solicitation of an offer to sell or purchase any
securities in any jurisdiction. In particular, this ASX Announcement does not constitute an offer, solicitation or sale to any
U.S. person or in the United States or any state or jurisdiction in which such an offer, tender offer, solicitation or sale would
be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities
Act of 1933, as amended (the “Securities Act”), and neither such securities nor any interest or participation therein may not
be offered, or sold, pledged or otherwise transferred, directly or indirectly, in the United States or to any U.S. person absent
registration or an available exemption from, or a transaction not subject to, registration under the United States Securities
Act of 1933.
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Annual Report 2020Operations Overview
Operations Overview
Forward-Looking Statements
This announcement contains “forward-looking statements” within the meaning of securities laws of applicable jurisdictions.
Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”,
“intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words,
and include statements regarding certain plans, strategies and objectives of management and expected financial
performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many
of which are outside the control of Gippsland Prospecting and any of its officers, employees, agents or associates. Actual
results, performance or achievements may vary materially from any projections and forward-looking statements and the
assumptions on which those statements are based. Exploration potential is conceptual in nature, there has been insufficient
exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral
Resource. Readers are cautioned not to place undue reliance on forward-looking statements and Gippsland Prospecting
assumes no obligation to update such information.
SUSTAINABILITY
Battery Minerals Limited is committed to being a leading and sustainable Australian
mining company built on exploration and corporate success for the benefit of all of its
stakeholders.
During the year, the Company reviewed and revised its Sustainability Policies. These
policies apply to all our people and implementation of these policies and their
supporting standards and procedures are required across all Battery Minerals
operations.
Environment Responsibility
Battery Minerals is committed to being effective environmental stewards and managing
our impacts, whilst both achieving operational excellence and fulfilling its corporate
social responsibilities. Battery Minerals is committed to positive environmental
management outcomes to maintain and enhance performance.
Battery Minerals acknowledges the threat posed by climate change and will work to
decarbonise our business in a measured, proportionate and sustainable manner.
Health & Safety
Battery Minerals aspires to minimise the harm caused by workplace hazards whilst both
achieving operational excellence and fulfilling its corporate social responsibilities.
Battery Minerals is committed to leadership in health and safety through the use of
responsible and reliable management systems to maintain and enhance performance.
Community Engagement
Battery Minerals is committed to create enduring value for our host communities and
limiting our negative impacts, whilst both achieving operational excellence and fulfilling
its corporate social responsibilities.
Battery Minerals has commenced identifying key community groups and stakeholders
within its project areas that the Company will seek to engage with through its
exploration program. Battery Minerals seeks to ensure that all its activities are
conducted in a manner that represents best practice and that meets all relevant
government environment and minerals related legislation.
10
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Battery Minerals LimitedOperations Overview
Operations Overview
Governance
Battery Minerals Limited and its Board are committed to achieving and demonstrating
the highest standards of corporate governance. Battery Minerals Limited has reviewed
its Corporate Governance practices against the Corporate Governance Principles and
Recommendations (4th edition) published by the ASX Corporate Governance Council.
The 2021 Corporate Governance Statement was approved by the Board in April, 2021
and is current at this time. A description of the Group’s current Corporate Governance
practices is set out in the Group’s Corporate Governance Statement which can be
viewed at www.batteryminerals.com
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Annual Report 2020Operations Overview
Operations Overview
Appendix 1: Tenement Summary - 31 December 2020
1. TENEMENTS HELD
Tenement
Reference
8770C
10031C
8555
8609
EL6871
Location
Nature of interest
Interest at end
of Year
Mozambique
Mozambique
Mozambique
Mozambique
Victoria,
Australia
Mining Licence Granted
Mining Concession in
Application
Exploration Licence Granted
Exploration Licence Granted
Exploration Licence Granted
100%
100% 1
100% 3
100% 3
100% 2
Note 1: The Balama Central graphite project mining concession application was lodged with government in late June
2019. The application process is expected to conclude in 2021.
Note 2: During the December 2020 Quarter, Battery Minerals completed the acquisition of 100% of Gippsland
Prospecting Pty Ltd (“Gippsland Prospecting), which owns the highly-prospective exploration licence EL6871 in
Victoria.
Note 3: With respect to tenement’s 8555 & 8609, an agreement was reached in December 2018 to dispose of these
tenements. The agreement reached between BAT, its subsidiaries and Nedeel LLC, was for $50,000 in cash and a 1%
royalty (which may be sold for US$1m up to the date of 730 days after the grant of a Mining Concession on either or
both of the tenements). The change of ownership of these tenements is currently subject to the approval of the
Mozambican Government.
2. MINING TENEMENTS DISPOSED:
5572 transfer approved by Government and completed
3. BENEFICIAL PERCENTAGE INTERESTS HELD IN FARM-IN OR FARM-OUT
AGREEMENTS: Nil
4. BENEFICIAL PERCENTAGE INTERESTS HELD IN FARM-IN OR FARM-OUT
AGREEMENTS ACQUIRED OR DISPOSED: Nil
12
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Battery Minerals LimitedOperations Overview
Battery Minerals Limited
and its Controlled Entities
ABN 75 152 071 095
Financial Report
31 December 2020
13
Annual Report 2020
Contents
Corporate Information ....................................................................................................................... 15
Directors’ Report ................................................................................................................................ 16
Auditor’s Independence Declaration ................................................................................................. 33
Independent Auditor’s Report ........................................................................................................... 34
Consolidated Statement of Profit or Loss and Other Comprehensive Income.................................. 38
Consolidated Statement of Financial Position ................................................................................... 39
Consolidated Statement of Cash Flows .............................................................................................. 40
Consolidated Statement of Changes in Equity ................................................................................... 41
Notes to the Consolidated Financial Statements ............................................................................... 42
Directors’ Declaration ........................................................................................................................ 73
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Battery Minerals Limited
Contents
Corporate Information
Corporate Information ....................................................................................................................... 15
Directors’ Report ................................................................................................................................ 16
Auditor’s Independence Declaration ................................................................................................. 33
Independent Auditor’s Report ........................................................................................................... 34
Consolidated Statement of Profit or Loss and Other Comprehensive Income.................................. 38
Consolidated Statement of Financial Position ................................................................................... 39
Consolidated Statement of Cash Flows .............................................................................................. 40
Consolidated Statement of Changes in Equity ................................................................................... 41
Notes to the Consolidated Financial Statements ............................................................................... 42
Directors’ Declaration ........................................................................................................................ 73
This financial report includes the consolidated financial statements and notes of Battery Minerals Limited
and its controlled entities (“the Group”). The Group’s presentation currency is AUD ($).
A description of the Group’s operations and of its principal activities is included in the review of operations
and activities in the Directors’ Report on pages 16 to 32. The Directors’ Report is not part of the financial
report.
Directors
David Flanagan
Executive Chairman
Jeff Dowling
Non-Executive Director
Darryl Clark
Non-Executive Director
(appointed 22 October, 2020)
Jeremy Sinclair
Non-Executive Director
(resigned 22 October, 2020)
Company Secretary
Tony Walsh
Registered Office
Ground Floor, 10 Ord Street
West Perth WA 6005
Website
www.batteryminerals.com
Auditor
KPMG
235 St. Georges Terrace
Perth WA 6000
Bankers
Westpac Banking Corporation
Level 13, 109 St Georges Terrace
Perth WA 6000
Solicitors
Thomson Greer
Level 27, Exchange Tower
2 The Esplanade
Perth WA 6000
Stock Exchange
Australian Securities Exchange Limited
Level 40, Central Park
152-158 St George's Terrace
Perth WA 6000
ASX Codes: BAT (shares), BATO (quoted options)
Share Registry
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth WA 6000
T: 1300 288 664
Page 14
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Annual Report 2020
Directors’ Report
Directors’ Report
The Board of Directors present the following report on Battery Minerals Limited and its controlled entities (referred
to hereafter as “the Group”) for the year ended 31 December 2020.
Directors
The names of the Directors in office during the financial year and until the date of this report are as follows. All
Directors were in office for the entire period unless otherwise stated:
Director
David Flanagan
Jeff Dowling
Darryl Clark
Jeremy Sinclair
Position
Executive Chairman
Non-Executive Chairman
Executive Chairman
Managing Director
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Appointed
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
11 October 2016
8 April 2019
25 January 2018
22 October 2020
22 November 2019
8 April 2019
Resigned
-
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
-
8 April 2019
-
22 October 2020
22 November 2019
Dividends
No dividends were paid during the financial year (31 December 2019: Nil).
Principal Activities
Battery Minerals Limited, an ASX listed company (ASX:BAT) is a diversified mining development and minerals
exploration company dedicated to exploring for and developing mineral deposits. During the year, the Company
has maintained a focus on its two graphite projects Montepuez and Balama which are located in Mozambique as
well as acquiring the Stavely-Stawell Gold Project in western Victoria, Australia.
Review of Operations
a. Group Overview
During the year the Company continued to seek project financing for the Montepuez Graphite Project in
Mozambique. This goal was hindered by the slower than anticipated recovery of the graphite market and
restrictions related to COVID-19 during the period.
While continuing to pursue cost effective financing options for the Mozambican graphite projects, the Company
acquired a complimentary exploration project at Gippsland in Western Victoria. The Stavely-Stawell Project
contains a significant strike length of the Stavely Volcanics, the Moyston shear and the Miga Arc, all considered
prospective for base metals and gold in the region.
The Group incurred a loss for the period of $6,546,835 (2019: $36,774,169) which included impairment of mine
development and exploration expenditure of $4,142,346 (2019: $34,930,796).
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Battery Minerals Limited
Directors’ Report
Directors’ Report
Directors
Jeff Dowling
Darryl Clark
Jeremy Sinclair
Dividends
Principal Activities
Review of Operations
a. Group Overview
Directors’ Report (continued)
b. Highlights & Significant Changes in State of Affairs
The Board of Directors present the following report on Battery Minerals Limited and its controlled entities (referred
to hereafter as “the Group”) for the year ended 31 December 2020.
Placement: A $5.5m fund raising was successfully completed in November 2020 together with a Share Purchase
Plan in December 2020 which raised a further $0.744m.
The names of the Directors in office during the financial year and until the date of this report are as follows. All
Directors were in office for the entire period unless otherwise stated:
Director
Position
David Flanagan
Executive Chairman
Non-Executive Chairman
Executive Chairman
Managing Director
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Appointed
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
11 October 2016
8 April 2019
25 January 2018
22 October 2020
Resigned
-
-
-
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
8 April 2019
22 November 2019
22 October 2020
8 April 2019
22 November 2019
As approved by shareholders at the Annual General Meeting in May 2020, in October 2020 the Company completed
the acquisition of an exploration project at Gippsland in Western Victoria. The Stavely-Stawell Project is considered
prospective for base metals and gold.
Likely Developments and Expected Results
The Company intends to actively explore its Stavely-Stawell Project in Western Victoria, following the purchase of
this project in October 2020.
In addition, subject to graphite prices and ongoing and evolving restrictions related to COVID-19, the Company will
continue to seek funding options to progress the Montepuez Graphite Project. This will involve attempting to secure
funding in the form of debt and equity to complete development and achieve production of its flake graphite
concentrate. The Company continues to focus on deriving value from its graphite assets.
The Group’s long-term strategic objective is to explore its projects, pursue the discovery and development of
complimentary battery mineral exploration projects, ensure all activities are carried out in a transparent and
responsible way and contribute to the well-being of local communities, in addition to increasing shareholders’
value.
No dividends were paid during the financial year (31 December 2019: Nil).
Risk Management
Battery Minerals Limited, an ASX listed company (ASX:BAT) is a diversified mining development and minerals
exploration company dedicated to exploring for and developing mineral deposits. During the year, the Company
has maintained a focus on its two graphite projects Montepuez and Balama which are located in Mozambique as
well as acquiring the Stavely-Stawell Gold Project in western Victoria, Australia.
During the year the Company continued to seek project financing for the Montepuez Graphite Project in
Mozambique. This goal was hindered by the slower than anticipated recovery of the graphite market and
restrictions related to COVID-19 during the period.
While continuing to pursue cost effective financing options for the Mozambican graphite projects, the Company
acquired a complimentary exploration project at Gippsland in Western Victoria. The Stavely-Stawell Project
contains a significant strike length of the Stavely Volcanics, the Moyston shear and the Miga Arc, all considered
prospective for base metals and gold in the region.
The Group incurred a loss for the period of $6,546,835 (2019: $36,774,169) which included impairment of mine
development and exploration expenditure of $4,142,346 (2019: $34,930,796).
The Board is responsible for ensuring that risks, and opportunities, are identified on a timely basis and that activities
are aligned with these risks and opportunities. The Company believes that it is crucial for all Board members to be
a part of this process, and as such the Board has not established a separate risk management committee. The Board
has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the
risks identified by the Board. These include the following:
• Board approval of the Company’s current strategy.
•
Implementation of Board approved operating plans and budgets and Board monitoring of progress
against these budgets.
Environmental regulation
The Group is subject to significant environmental regulation in respect of mineral exploration activities. The Group
operates within the resources sector and conducts its business activities with respect for the environment while
continuing to meet the expectations of shareholders, employees and suppliers. The Group’s exploration activities
are currently regulated by significant environmental regulation under the laws of Mozambique and Victoria. The
Group aims to ensure that the highest standard of environmental care is achieved, and that it complies with all
relevant environmental legislation.
The Directors are mindful of the regulatory regime in relation to the impact of the organizations activities on the
environment. There have been no known breaches by the Group during the year.
Page 16
Page 17
17
Annual Report 2020
Directors’ Report (continued)
COVID-19
During the reporting period, the Company has seen macro-economic uncertainty with regards to prices and demand
for battery minerals including graphite as a result of the COVID-19 (coronavirus) outbreak. Global uncertainty
caused abnormally large volatility in commodity and stock markets. The scale and duration of these developments
remain uncertain but could impact the Company’s ability to finance its projects.
After Reporting Date Events
On 25 March 2021 the Company appointed Mr David Flanagan to the role of Executive Chairman from his
previous Non-Executive Chairman role.
On 4 January 2021 the Company appointed Mr Nicholas Jolly as General Manager Exploration.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
Information on Directors
David Flanagan
Qualifications
Experience
Executive Chairman (appointed 25 March 2021)
Non-Executive Chairman (appointed 1 July 2019 – resigned 25 March 2021)
Executive Chairman (appointed 8 April 2019 – resigned 1 July 2019)
Managing Director (appointed 25 January 2018 – resigned 8 April 2019)
Executive Chairman (appointed 30 March 2017 – resigned 25 January 2018)
Non-Executive Chairman (appointed 11 October 2016 – resigned 30 March 2017)
BSc, WASM, MAusIMM, FAICD
Mr Flanagan is a geologist with more than 25 years' experience in the mining and mineral
exploration industry in Australia, Indonesia and Africa. Mr Flanagan was the founding
Managing Director at Atlas Iron. During his tenure at Atlas Iron he oversaw its growth
from a junior exploration company, to an ASX top 100 listed iron ore exporter, and the
operator of three iron mines producing at a rate of 12Mtpa.
Mr Flanagan is the past Chancellor of Murdoch University, and during 2014 was named
Western Australian of the Year. He was awarded an Eisenhower Fellowship in 2013 and
remains active in the not for profit sector. In January 2018, David was awarded the
prestigious Member of the General Division of the Order of Australia Award.
Current Directorships
Former directorships in last
3 years
Non-Executive Chairman, CZR Resources Limited (appointed 3 April 2020)
Managing Director, Atlas Iron Limited (resigned 28 June 2016)
Non-Executive Director, Northern Star Resources Limited (resigned 20 April 2018)
Non-Executive Director, Magmatic Resources Limited (resigned 4 February 2021).
Jeff Dowling
Qualifications
Non-Executive Director (appointed 8 April 2019)
Non-Executive Chairman (appointed 25 January 2018 – resigned 8 April 2019)
Bachelor of Commerce from the University of Western Australia and is a fellow of the
Institute of Chartered Accountants, the Australian Institute of Company Directors and the
Financial Services Institute of Australasia.
18
Page 18
Battery Minerals Limited
Directors’ Report (continued)
Directors’ Report (continued)
COVID-19
Experience
During the reporting period, the Company has seen macro-economic uncertainty with regards to prices and demand
for battery minerals including graphite as a result of the COVID-19 (coronavirus) outbreak. Global uncertainty
caused abnormally large volatility in commodity and stock markets. The scale and duration of these developments
remain uncertain but could impact the Company’s ability to finance its projects.
After Reporting Date Events
On 25 March 2021 the Company appointed Mr David Flanagan to the role of Executive Chairman from his
previous Non-Executive Chairman role.
On 4 January 2021 the Company appointed Mr Nicholas Jolly as General Manager Exploration.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
Information on Directors
David Flanagan
Executive Chairman (appointed 25 March 2021)
Qualifications
Experience
Non-Executive Chairman (appointed 1 July 2019 – resigned 25 March 2021)
Executive Chairman (appointed 8 April 2019 – resigned 1 July 2019)
Managing Director (appointed 25 January 2018 – resigned 8 April 2019)
Executive Chairman (appointed 30 March 2017 – resigned 25 January 2018)
Non-Executive Chairman (appointed 11 October 2016 – resigned 30 March 2017)
BSc, WASM, MAusIMM, FAICD
Mr Flanagan is a geologist with more than 25 years' experience in the mining and mineral
exploration industry in Australia, Indonesia and Africa. Mr Flanagan was the founding
Managing Director at Atlas Iron. During his tenure at Atlas Iron he oversaw its growth
from a junior exploration company, to an ASX top 100 listed iron ore exporter, and the
operator of three iron mines producing at a rate of 12Mtpa.
Mr Flanagan is the past Chancellor of Murdoch University, and during 2014 was named
Western Australian of the Year. He was awarded an Eisenhower Fellowship in 2013 and
remains active in the not for profit sector. In January 2018, David was awarded the
prestigious Member of the General Division of the Order of Australia Award.
Current Directorships
Non-Executive Chairman, CZR Resources Limited (appointed 3 April 2020)
Former directorships in last
Managing Director, Atlas Iron Limited (resigned 28 June 2016)
3 years
Non-Executive Director, Northern Star Resources Limited (resigned 20 April 2018)
Non-Executive Director, Magmatic Resources Limited (resigned 4 February 2021).
Jeff Dowling
Non-Executive Director (appointed 8 April 2019)
Qualifications
Non-Executive Chairman (appointed 25 January 2018 – resigned 8 April 2019)
Bachelor of Commerce from the University of Western Australia and is a fellow of the
Institute of Chartered Accountants, the Australian Institute of Company Directors and the
Financial Services Institute of Australasia.
Current Directorships
Former directorships in
last 3 years
Darryl Clark
Qualifications
Experience
Current Directorships
Jeremy Sinclair
Qualifications
Experience
Current Directorships
Former directorships in
last 3 years
Jeff is a proficient corporate leader with 37 years’ experience in professional
services with Ernst & Young. Jeff has held numerous leadership roles within Ernst
& Young including at national level being a member of the executive
management team and a Board Member. Jeff’s professional expertise centres
around audit, risk and financial acumen derived from acting as lead partner on
large public company audits, capital raisings and corporate transactions
principally in the resources, retail and insurance industries. Jeff’s career with
Ernst & Young culminated in his appointment as Managing Partner of the Ernst &
Young Western Region for a period of 5 years. Jeff also led Ernst & Young’s
Oceania China Business Group and was responsible for building Ernst & Young’s
Oceania relationships with Chinese Corporations.
Non-Executive Director, S2 Resources Limited
Non-Executive Director, NRW Holdings Limited
Non-Executive Director, Fleetwood Corporation Ltd
Chairman, Pura Vida Energy NL (resigned 16 May 2016)
Non-Executive Director, Atlas Iron Limited (resigned 4 May 2016)
Non-Executive Director (appointed 22 October 2020)
PhD, BSc (Hons),F AUSIMM. Graduate of CODES UTAS.
Darryl is principally an exploration geologist whose career has taken him
throughout Australia, Central Asia and South East Asia for over 26 years. His
responsibilities over the last 17 years have involved him in a diverse range of
technological, political and cultural environments with unique challenges. During
previous corporate roles with both Vale and BHP Billiton, and in consulting roles
including SRK, he has been responsible for business development strategies,
designing multi-commodity exploration programs and the co-ordination of
exploration teams to deliver discovery events. Recently, Darryl spent several
years in Executive Operations roles, initially with Cameco as the CEO of the JV
Inkai Uranium Operation in Kazakhstan. Subsequently, Darryl was the CEO of the
RG Gold Joint Venture operation also in Kazakhstan.
Non-Executive Director, Peako Ltd (appointed 20 March 2019)
Non-Executive Director (appointed 22 November 2019 – resigned 22 October
2020))
Managing Director (appointed 8 April 2019 – resigned 22 November 2019)
BSc Engineering (Mining)
Jeremy is a mining engineer with 25 years’ experience in a broad range of roles
including executive, operational, project delivery, corporate leadership and
consulting in Australia and Africa. Prior to joining Battery Minerals Limited, Mr
Sinclair was the Chief Operating Officer at Atlas Iron, a position which he held
from 2011 to 2018. Mr Sinclair oversaw the commissioning and ramp up of Atlas’
five mines from a production rate of 1Mtpa to a production rate of 16Mtpa. Prior
to his time at Atlas Mr Sinclair held key management roles in the Pilbara iron ore
operations of Rio Tinto.
Nil
Nil
Page 18
Page 19
19
Annual Report 2020
Directors’ Report (continued)
Director Meetings
The number of Directors’ meetings and number of meetings attended by each of the Directors of the Group during
the year:
Director
Mr David Flanagan
Mr Jeff Dowling
Mr Darryl Clark
Mr Jeremy Sinclair
Number of Meetings
Eligible to Attend
Number of Meetings
Directors’ attended
10
10
3
7
10
10
3
7
Retirement, election and continuation in office of directors
In accordance with the Constitution, the appropriate directors will retire at the annual general meeting and, being
eligible, offer themselves for re-election. Jeremy Sinclair announced his retirement on 22 October 2020.
Company Secretary
Mr Tony Walsh was appointed as Company Secretary on 17 February 2017. Tony Walsh has over 30 years’
experience in dealing with listed companies, ASX, ASIC and corporate transactions including 14 years with the ASX
in Perth where he acted as ASX liaison with the JORC committee, four years as Chairman of an ASX listed mining
explorer and as a director of a London AIM listed explorer. Tony is also currently Company Secretary of Legend
Mining Ltd (ASX: LEG). Tony is a member of the Australian Institute of Company Directors, a Fellow of the
Governance Institute of Australia, the Institute of Chartered Secretaries and the Institute of Chartered Accountants
in Australia.
Mr Nick Day was appointed as Joint Company Secretary on 8 October 2018 and resigned on 1 July 2020. Nick Day
has over 20 years of experience as a company director, CFO and company secretary for a broad range of listed and
private technology companies and mining and exploration companies. These have included ASX and TSX listed
exploration companies with copper, gold, lead, coal, zinc, rare earths and uranium projects in Madagascar, the
Philippines and North/South America, nano-technology and e-book IT companies and nickel/platinum AIM and ASX
listed exploration and mining operations across six countries in Africa. He has extensive experience in Africa and
Asia with strategic planning, business development, mergers and acquisitions, bankable feasibility studies, debt
raising and project development.
Financial Performance and Financial Position
Financial Performance / Position
Cash and cash equivalents
Net assets
Loss for the period
Loss per share (cents)
31-Dec-20
31-Dec-19
Change
$
7,303,942
20,789,576
(6,546,835)
(0.458)
$
4,119,160
10,904,565
(36,774,169)
(2.930)
%
77.3%
90.6%
-82.7%
-84.2%
The net assets of the Group have increased from $10,904,565 as at 31 December 2019 to $20,789,576 as at 31
December 2020 due to the acquisition of the Stavely-Stawell Project in Victoria and an increased cash balance at
reporting date. The Group’s working capital (current assets less current liabilities) has increased from $3,982,054
as at 31 December 2019 to $7,117,153 as at 31 December 2020, due to the higher cash balance following the share
placement and share purchase plan completed in November and December 2020.
20
Page 20
Battery Minerals Limited
Director Meetings
the year:
Director
Mr David Flanagan
Mr Jeff Dowling
Mr Darryl Clark
Mr Jeremy Sinclair
Company Secretary
Number of Meetings
Eligible to Attend
Number of Meetings
Directors’ attended
10
10
3
7
10
10
3
7
Retirement, election and continuation in office of directors
In accordance with the Constitution, the appropriate directors will retire at the annual general meeting and, being
eligible, offer themselves for re-election. Jeremy Sinclair announced his retirement on 22 October 2020.
Mr Tony Walsh was appointed as Company Secretary on 17 February 2017. Tony Walsh has over 30 years’
experience in dealing with listed companies, ASX, ASIC and corporate transactions including 14 years with the ASX
in Perth where he acted as ASX liaison with the JORC committee, four years as Chairman of an ASX listed mining
explorer and as a director of a London AIM listed explorer. Tony is also currently Company Secretary of Legend
Mining Ltd (ASX: LEG). Tony is a member of the Australian Institute of Company Directors, a Fellow of the
Governance Institute of Australia, the Institute of Chartered Secretaries and the Institute of Chartered Accountants
in Australia.
Mr Nick Day was appointed as Joint Company Secretary on 8 October 2018 and resigned on 1 July 2020. Nick Day
has over 20 years of experience as a company director, CFO and company secretary for a broad range of listed and
private technology companies and mining and exploration companies. These have included ASX and TSX listed
exploration companies with copper, gold, lead, coal, zinc, rare earths and uranium projects in Madagascar, the
Philippines and North/South America, nano-technology and e-book IT companies and nickel/platinum AIM and ASX
listed exploration and mining operations across six countries in Africa. He has extensive experience in Africa and
Asia with strategic planning, business development, mergers and acquisitions, bankable feasibility studies, debt
raising and project development.
Financial Performance and Financial Position
31-Dec-20
31-Dec-19
Change
Financial Performance / Position
$
$
Cash and cash equivalents
7,303,942
4,119,160
Net assets
Loss for the period
Loss per share (cents)
20,789,576
(6,546,835)
(0.458)
10,904,565
(36,774,169)
(2.930)
%
77.3%
90.6%
-82.7%
-84.2%
The net assets of the Group have increased from $10,904,565 as at 31 December 2019 to $20,789,576 as at 31
December 2020 due to the acquisition of the Stavely-Stawell Project in Victoria and an increased cash balance at
reporting date. The Group’s working capital (current assets less current liabilities) has increased from $3,982,054
as at 31 December 2019 to $7,117,153 as at 31 December 2020, due to the higher cash balance following the share
placement and share purchase plan completed in November and December 2020.
Directors’ Report (continued)
Directors’ Report (continued)
Shares under Options
The number of Directors’ meetings and number of meetings attended by each of the Directors of the Group during
Unissued ordinary shares of Battery Minerals Limited under options as at 31 December 2020 are summarised as
follows:
Directors (current & former)
Employees (current & former)
Service Providers
Project Acquisition
Shareholders (listed options, ASX:BATO)
Non-Vested
58,000,000
54,625,000
-
70,000,000
-
Vested
30,000,000
14,675,000
15,600,000
-
274,484,066
182,625,000
334,759,066
Total
88,000,000
69,300,000
15,600,000
70,000,000
274,484,066
517,384,066
Insurance of Directors and Officers Liability
The Group has executed a policy with an appropriate level of directors’ and officers’ insurance cover.
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 them or someone else or to cause detriment to the Group.
Indemnity and Insurance of Auditors
The Company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
Non-Audit Services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by
the auditor are outlined in Note 22 to the financial statements. The Directors are satisfied that the provision of non-
audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The
Directors are of the opinion that the services as disclosed in Note 22 to the financial statements do not compromise
the external auditor’s independence.
Proceedings on Behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking
responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section
237 of the Corporations Act 2001.
Page 20
Page 21
21
Annual Report 2020
Directors’ Report (continued)
Audited Remuneration Report
This report for the year ended 31 December 2020 outlines the remuneration arrangements of the Group in
accordance with the requirements of the Corporations Act 2001 (‘the Act’) and its regulations. This information
has been audited as required by section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for Directors and Key Management Personnel
(‘KMP’) who are defined as those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or
otherwise) of the Parent company.
The remuneration report is set out under the following main headings:
A
B
C
D
E
F
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Director and KMP share and option holdings
Additional information
The names of the Directors and Key Management Personnel (KMP) in office during the period are as follows:
Director
David Flanagan
David Flanagan
Jeff Dowling
Darryl Clark
Jeremy Sinclair
Position
Executive Chairman
Non-Executive Chairman
Executive Chairman
Managing Director
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Appointed
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
11 October 2016
8 April 2019
25 January 2018
22 October 2020
22 November 2019
8 April 2019
Resigned
-
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
-
8 April 2019
-
22 October 2020
22 November 2019
KMP
Tony Walsh
Nick Day
Position
Company Secretary
CFO & Company Secretary
Appointed
17 February 2017
8 October 2018
Resigned
-
1 July 2020
A. Principles Used to Determine the Nature and Amount of Remuneration
(i) Board Oversight
For 2020, the Board elected not to establish a remuneration committee based on the size of the organisation
and had instead agreed to meet as deemed necessary and allocate the appropriate time at its board meetings.
The following items are considered and discussed as deemed necessary at the board meetings:
The remuneration of Directors, senior officers and general staff;
The terms and conditions of employment for the Chairman;
Review of the Chairman’s performance, at least annually, including setting the Chairman’s goals for the
coming year and reviewing progress in achieving those goals;
22
Page 22
Battery Minerals Limited
Directors’ Report (continued)
Directors’ Report (continued)
Audited Remuneration Report
Audited Remuneration Report (continued)
The recommendations of the Chairman for the remuneration of all direct reports;
Board structure and Director evaluation;
Consideration of Non-Executive Directors remuneration.
Ensuring that remuneration policies and structures are fair and competitive and aligned with the long-
term interests of the Company.
(ii) Remuneration Philosophy
The Company’s current remuneration policy is based on its status as a junior mineral resources company. The
entity’s performance is dependent upon its exploration, project evaluation and project development
successes, and as such remuneration is maintained at a reasonable level to enable the attraction of key
employees.
The Company’s broad remuneration strategy is to ensure the remuneration package properly reflects the
person’s duties and responsibilities and that remuneration is competitive in attracting, retaining and
motivating people of the highest quality.
To ensure the maximum amount of the Company’s capital where possible is directed toward its exploration,
project evaluation and project development activities, the Company issues options as a “non-cash” method of
remunerating and incentivising Directors and Key Management Personal to align their goals with the Company
and its shareholders.
(iii)
Non-Executive Directors
a)
Fees and Payments
Fees and payments to Non
responsibilities of, the directors. Non
Board. The Chair’s fees are determined independently to the fees of non
‑
comparative roles in the external market.
Executive Directors reflect the demands which are made on, and the
Executive Directors’ fees and payments are reviewed annually by the
executive directors based on
‑
‑
Non-Executive Directors have up to the date of this report, been offered incentive zero exercise priced
options with the objective of ensuring director goals are aligned with the Company and its shareholders.
The vesting of the options issued are subject to minimum service periods of up to 12 months.
b)
Base Fees
The current base fees paid to Non-Executive Directors were last reviewed with effect from 25 November
2020. Prior to this they were based on rates set in February 2015. The Directors’ share and option holdings
ensure that their goals are aligned with the Company’s share price.
Non
Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is
periodically recommended for approval by shareholders. The Directors’ fee pool will be reviewed for
adequacy periodically.
‑
The maximum currently stands at $500,000 cash remuneration per annum and was approved by
shareholders via the adoption of a revised constitution at a general meeting of shareholders on 6 July 2012.
Page 22
Page 23
23
This report for the year ended 31 December 2020 outlines the remuneration arrangements of the Group in
accordance with the requirements of the Corporations Act 2001 (‘the Act’) and its regulations. This information
has been audited as required by section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for Directors and Key Management Personnel
(‘KMP’) who are defined as those persons having authority and responsibility for planning, directing and
controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or
otherwise) of the Parent company.
The remuneration report is set out under the following main headings:
Principles used to determine the nature and amount of remuneration
A
B
C
D
E
F
Details of remuneration
Service agreements
Share-based compensation
Director and KMP share and option holdings
Additional information
The names of the Directors and Key Management Personnel (KMP) in office during the period are as follows:
Director
David Flanagan
David Flanagan
Jeff Dowling
Darryl Clark
Jeremy Sinclair
Position
Executive Chairman
Non-Executive Chairman
Executive Chairman
Managing Director
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Appointed
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
11 October 2016
8 April 2019
25 January 2018
22 October 2020
22 November 2019
22 October 2020
8 April 2019
22 November 2019
Resigned
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
8 April 2019
-
-
-
-
KMP
Tony Walsh
Nick Day
Position
Company Secretary
CFO & Company Secretary
Appointed
17 February 2017
8 October 2018
Resigned
1 July 2020
A. Principles Used to Determine the Nature and Amount of Remuneration
(i) Board Oversight
For 2020, the Board elected not to establish a remuneration committee based on the size of the organisation
and had instead agreed to meet as deemed necessary and allocate the appropriate time at its board meetings.
The following items are considered and discussed as deemed necessary at the board meetings:
The remuneration of Directors, senior officers and general staff;
The terms and conditions of employment for the Chairman;
Review of the Chairman’s performance, at least annually, including setting the Chairman’s goals for the
coming year and reviewing progress in achieving those goals;
Annual Report 2020
Directors’ Report (continued)
Audited Remuneration Report (continued)
c)
Options
Issue of options to Non-Executive Directors as part of their overall remuneration package is subject to
shareholder approval. Options granted to Non-Executive Directors are linked to continuous service as a Non-
Executive Director with the Company.
d)
Additional Fees
A Non-Executive Director may also be paid fees or other amounts as the Directors determine if a Director
performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director
and are based on commercial rates.
A Non-Executive Director may also be reimbursed for out-of-pocket expenses incurred as a result of their
directorship or any special duties.
e)
Retirement Allowances for Directors
Current base fees are inclusive of superannuation contributions. Superannuation contributions required
under the Australian Superannuation Guarantee Legislation will be made as part of the directors’ overall
fee entitlements where applicable. No other retirement allowances are paid.
iv)
Executive Remuneration
From November 2019 when Mr Sinclair stepped down as Managing Director, until the completion of the
Gippsland Prospecting transaction in October 2020, the Company as part of its cash preservation strategy,
did not employ any new full-time executives. Following the completion of the acquisition of Gippsland
Prospecting, the Company has employed a General Manager Exploration with specific focus on the
exploration assets acquired via the Gippsland Prospecting transaction.
The nature and amount of remuneration of Executives are assessed on a periodic basis with the overall
objective of ensuring maximum stakeholder benefit from the retention of high performing Executives.
Given the current phase of the Company’s development the Board does not consider earnings during the
current and previous financial years when determining, and in relation to, the nature and amount of
remuneration of Executives.
The Executive remuneration framework has two components:
Base pay and benefits, including superannuation; and
Equity incentives.
Base Pay
Base Pay consists of base salaries, as well as employer contributions to superannuation funds. Base Pay is
reviewed annually by the Board. The process consists of a review of Company and individual performance,
relevant comparative remuneration externally and internally and, where appropriate, external advice on
policies and practices. No external remuneration consultants were used during the financial year.
The Company does not currently have a short-term incentive plan in place.
24
Page 24
Battery Minerals Limited
Directors’ Report (continued)
Directors’ Report (continued)
Audited Remuneration Report (continued)
Audited Remuneration Report (continued)
Performance Based Remuneration - Equity Incentives Scheme
Issue of options to Non-Executive Directors as part of their overall remuneration package is subject to
shareholder approval. Options granted to Non-Executive Directors are linked to continuous service as a Non-
Executive Director with the Company.
The Company has adopted an Employee Share Option Plan (“ESOP”) to reward KMP and key employees and
contractors for long-term performance. The maximum number of securities that can be issued under the
ESOP plan is 5% of the Company’s Issued Shares.
The Company believes that performance-based remuneration helps to attract and retain its key staff,
whether employees or contractors. Grants made to eligible participants under the ESOP will assist with the
Company's employment strategy and will:
a)
b)
c)
d)
enable the Company to recruit, incentivise and retain KMP and other eligible employees to assist with
the exploration and development of its projects to achieve the Company’s strategic objectives;
link the reward of eligible employees with the achievements of strategic goals and the long-term
performance of the Company;
align the financial interests of eligible participants of the proposed Plan with those of Shareholders;
and
provide incentives to eligible employees of the ESOP to focus on superior performance that creates
shareholder value.
Employee Options granted under the ESOP to eligible participants will be linked to the achievement by the
Company of certain performance conditions as determined by the Board from time to time. These
performance conditions must be satisfied in order for the employee Options to vest - current employee
performance conditions are noted in section D below. The employee Options also vest where there is a
change of control of the Company.
In determining the allocations of equity, the Board considers relevant comparative allocations of equity
externally and internally. An independent remuneration consultant was not required to assist with the
allocations of equity given the Boards current industry knowledge and experience with allocations of equity.
The nature and amount of remuneration of Executives are assessed on a periodic basis with the overall
objective of ensuring maximum stakeholder benefit from the retention of high performing Executives.
Options issued to Non-Executive Directors have vesting conditions based on continuous service with the
Company.
Given the nature and current operations of the Group, the Board exercises their discretion in determining
whether additional options are granted each year. The Board envisages that the Company’s remuneration
policies and procedures for executive remuneration will also evolve to a more traditional corporate
governance model and in line with ASX Corporate Governance guidelines. This is expected to include more
traditional performance based short-term and long-term incentive plans, which will be recommended to the
Board for its consideration.
c)
Options
d)
Additional Fees
A Non-Executive Director may also be paid fees or other amounts as the Directors determine if a Director
performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director
and are based on commercial rates.
A Non-Executive Director may also be reimbursed for out-of-pocket expenses incurred as a result of their
directorship or any special duties.
e)
Retirement Allowances for Directors
Current base fees are inclusive of superannuation contributions. Superannuation contributions required
under the Australian Superannuation Guarantee Legislation will be made as part of the directors’ overall
fee entitlements where applicable. No other retirement allowances are paid.
iv)
Executive Remuneration
From November 2019 when Mr Sinclair stepped down as Managing Director, until the completion of the
Gippsland Prospecting transaction in October 2020, the Company as part of its cash preservation strategy,
did not employ any new full-time executives. Following the completion of the acquisition of Gippsland
Prospecting, the Company has employed a General Manager Exploration with specific focus on the
exploration assets acquired via the Gippsland Prospecting transaction.
Given the current phase of the Company’s development the Board does not consider earnings during the
current and previous financial years when determining, and in relation to, the nature and amount of
remuneration of Executives.
The Executive remuneration framework has two components:
Base pay and benefits, including superannuation; and
Equity incentives.
Base Pay
Base Pay consists of base salaries, as well as employer contributions to superannuation funds. Base Pay is
reviewed annually by the Board. The process consists of a review of Company and individual performance,
relevant comparative remuneration externally and internally and, where appropriate, external advice on
policies and practices. No external remuneration consultants were used during the financial year.
The Company does not currently have a short-term incentive plan in place.
Page 24
Page 25
25
Annual Report 2020
Directors’ Report (continued)
Audited Remuneration Report (continued)
v)
Other Benefits
No benefits other than noted above, and in the table below, are paid to Directors or Management except
for expense reimbursements incurred in normal operations of the business.
vi)
Remuneration consultants
Remuneration consultants have not been used in determining the remuneration paid.
B. Details of Remuneration
Amounts of Remuneration
Details of the remuneration of the directors and key management personnel of the Group as at 31 December
2020 are summarised in the table below:
Fixed Remuneration
$
Short- term employee benefits
31 December 2020
Salary &
fees
Termination
benefit
Non-
monetary
benefits
Performance Based Remuneration
$
Share-based payments
Total
% of
variable
remunera
tion
Options
Shares
Rights
%
Post-
employment
benefits
Super-
annuation
Directors
Non-executive directors
David Flanagan
Jeff Dowling
Darryl Clark – appointed 22/10/20
Jeremy Sinclair – resigned 22/10/20
Sub-total
Key Management Personnel (KMP)
Tony Walsh
Nick Day – resigned 1/7/20
Sub-total
Total Directors and KMP
compensation (Group)
106,313
37,271
7,635
31,554
182,773
103,036
31,912
134,948
317,721
-
-
-
-
-
-
20,000(1)
20,000
20,000
-
-
-
-
-
-
-
-
-
10,100
3,541
725
1,858
16,224
-
3,220
3,220
-
68,525
-
-
68,525
-
-
-
19,444
68,525
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
116,413
109,337
8,360
33,412
267,522
103,036
55,132
158,168
0%
63%
0%
0%
26%
0%
0%
0%
425,690
16%
The above table includes values for share based payments (options) at their fair value.
(1) A termination benefit in the form of a redundancy payment was paid to Nick Day in accordance with his employment agreement.
26
Page 26
Battery Minerals Limited
Directors’ Report (continued)
Directors’ Report (continued)
Audited Remuneration Report (continued)
Audited Remuneration Report (continued)
No benefits other than noted above, and in the table below, are paid to Directors or Management except
for expense reimbursements incurred in normal operations of the business.
Remuneration consultants have not been used in determining the remuneration paid.
v)
Other Benefits
vi)
Remuneration consultants
B. Details of Remuneration
Amounts of Remuneration
Details of the remuneration of the directors and key management personnel of the Group as at 31 December
2020 are summarised in the table below:
Short- term employee benefits
$
Fixed Remuneration
Performance Based Remuneration
$
Share-based payments
Total
% of
variable
remunera
tion
Post-
employment
benefits
Super-
annuation
31 December 2020
Salary &
Termination
Non-
Options
Shares
Rights
%
Directors
Non-executive directors
David Flanagan
Jeff Dowling
Darryl Clark – appointed 22/10/20
Jeremy Sinclair – resigned 22/10/20
Sub-total
Key Management Personnel (KMP)
Nick Day – resigned 1/7/20
Tony Walsh
Sub-total
Total Directors and KMP
compensation (Group)
fees
benefit
monetary
benefits
106,313
37,271
7,635
31,554
182,773
103,036
31,912
134,948
317,721
-
-
-
-
-
-
20,000(1)
20,000
20,000
-
-
-
-
-
-
-
-
-
10,100
3,541
725
1,858
16,224
-
3,220
3,220
68,525
68,525
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
116,413
109,337
8,360
33,412
267,522
103,036
55,132
158,168
0%
63%
0%
0%
26%
0%
0%
0%
-
-
-
-
-
-
-
-
-
19,444
68,525
425,690
16%
The above table includes values for share based payments (options) at their fair value.
(1) A termination benefit in the form of a redundancy payment was paid to Nick Day in accordance with his employment agreement.
Details of the remuneration of the directors and key management personnel of the Group as at 31 December
2019 are summarised in the table below:
Fixed Remuneration
$
Short- term employee benefits
31 December 2019
Salary &
fees
Termination
benefit
Non-
monetary
benefits
Performance Based Remuneration
$
Share-based payments
Total
% of
variable
remunera
tion
Options
Shares
Rights
%
Post-
employment
benefits
Super-
annuation
Directors
Non-executive directors
David Flanagan – appointed 8/04/19
Jeff Dowling
Jeremy Sinclair – appointed 22/11/19
Gilbert George -resigned 21/05/19
Brett Smith - resigned 21/05/19
Paul Glasson- resigned 21/06/19
Ivy Chen – resigned 21/06/19
Sub-total
Executive directors
David Flanagan – resigned 8/04/19
Jeremy Sinclair – appointed 8/04/19 –
resigned 22/11/19
Sub-total
Key Management Personnel (KMP)
Nick Day
Tony Walsh
Ben Van Roon – resigned 8/11/19
Sub-total
Total Directors and KMP
compensation (Group)
78,200
52,148
3,425
24,388(3)
18,250
17,380
19,692
213,483
-
-
-
-
-
-
-
-
122,593
208,931
-
10,414 (6)
331,524
10,414
180,654 (7)
187,313 (8)
168,356 (9)
536,323
-
-
4,722 (6)
4,722
1,081,330
15,136
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,404
4,954
325
-
-
-
1,871
14,554
- (1)
83,035
- (2)
3,329
3,329
12,716
(9,913) (4)
92,496
11,042
16,187
(239,802) (5)
- (2)
27,229
(239,802)
13,940
-
11,418
25,358
- (10)
(47,561) (11)
(25,148) (4)
(72,709)
67,141
(220,015)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
85,604
140,137
3,750
27,717
21,579
30,096
11,650
320,533
(106,167)
235,532
0%
59%
0%
12%
15%
42%
(85%)
29%
226%
0%
129,365
(185%)
194,594
139,752
159,348
493,694
0%
(34%)
(16%)
(15%)
943,592
(23%)
The above table includes values for share based payments (options) at their fair value.
(1) 8,000,000 zero exercise price options were issued to David Flanagan on 21 May 2019 following the approval of a general meeting
of Battery Minerals shareholders. No expense was recognised due to a low probability of vesting conditions being met.
(2) 50,000,000 zero exercise price options were issued to Jeremy Sinclair on 21 May 2019 following the approval of a general meeting
of Battery Minerals shareholders. No expense was recognised as the options were forfeited following his resignation from the
position of Managing Director.
The directors’ fees of Gilbert George include fees for additional professional consultancy work of $5,000.
(3)
(4) Due to the resignation of Ivy Chen and Ben van Roon, 600,000 and 22,000,000 options were forfeited respectively resulting in a
reversal of the share-based payment expense recognised in profit and loss.
(5) A reversal of the share-based payment expense recognised in profit and loss represents the expectation of vesting conditions not
being met.
(6) A termination benefit in the form of annual leave entitlements was paid to Jeremy Sinclair and Ben van Roon in accordance with
their employment agreement.
(7) $300,000 remuneration was paid at 20% part-time pro-rata from 1 July 2019 as per the revised service agreement.
(8) $300,000 remuneration was paid at 80% part-time pro-rata till 30 June 2019 and at 40% part-time pro-rata from 1 July 2019.
(9) $325,000 remuneration was paid at the casual rate from 1 July 2019 as per the revised service agreement.
(10) 4,000,000 options were issued to Nick Day following the approval of the ESOP at a general meeting of Battery Minerals
shareholders. No expense was recognised due to the expectation of vesting conditions not being met.
(11) 10,000,000 options were issued to Tony Walsh following the approval of the ESOP at a general meeting of Battery Minerals
shareholders. No expense was recognised due to the expectation of vesting conditions not being met. The share-based payment
expense recognised in profit and loss in prior periods has been reversed due to a low probability of vesting conditions being met.
Page 26
Page 27
27
Annual Report 2020
Directors’ Report (continued)
Audited Remuneration Report (continued)
C. Service Agreements
Non-executive Directors
On appointment to the Board, all non-executive directors enter into a service agreement with the Group in the
form of a letter of appointment. The letter summarises the Board policies and terms, including compensation,
relevant to a director. The following table summarises the remuneration of directors as per service agreements in
place as at 31 December 2020.
Name
Non-Executive
Term of
Agreement
Base Salary including
Superannuation
Termination Benefit (3)
Chairman – David Flanagan (from 08/04/19)
Director – Jeff Dowling (from 08/04/19)
Director – Darryl Clark (from 22/10/20)
Open
Open
Open
$85,000(1)
$50,000(2)
$50,000(2)
Nil. Subject to re-election by shareholders.
Nil. Subject to re-election by shareholders
Nil. Subject to re-election by shareholders
(1) Chairman fees were reduced from $80,000 per annum to $64,000 per annum effective 18 May 2020 and increased to $85,000 per
annum effective 25 November 2020.
(2) Non-executive director fees were reduced from $45,000 per annum to $36,000 per annum effective 18 May 2020 and increased
to $50,000 per annum effective 25 November 2020.
(3) Subject to clause 13.2 of the Company’s constitution, at the Company's annual general meeting in every year, one-third of the
Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case
of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in
excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without
submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office
since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election. An election of
Directors shall take place each year.
Non-executive directors are subject to standard terms and conditions including duties to the Group,
confidentiality and disclosure.
Key Management Personnel
Remuneration and other terms of employment for a Managing Director and Key Management Personnel are
formalized in their service agreements. Employees are eligible for long-term incentive benefits under the Battery
Minerals Employee Option Plan.
Mr Tony Walsh, Company Secretary
• Base Remuneration - $300,000 inclusive of superannuation (paid pro-rata for part-time equivalent)
• Termination - one month’s notice
Mr Nick Day, Chief Financial Officer & Joint Company Secretary (resigned 1 July 2020)
• Base Remuneration - $300,000 inclusive of superannuation (paid pro-rata for part time from 1 July 2019).
• Termination - 3 months’ notice.
D. Share-based Compensation
Options
There were no options issued to Directors and Key Management Personal as remuneration during the financial
year.
28
Page 28
Battery Minerals Limited
Directors’ Report (continued)
Directors’ Report (continued)
Audited Remuneration Report (continued)
Audited Remuneration Report (continued)
C. Service Agreements
Non-executive Directors
place as at 31 December 2020.
Name
Non-Executive
On appointment to the Board, all non-executive directors enter into a service agreement with the Group in the
form of a letter of appointment. The letter summarises the Board policies and terms, including compensation,
relevant to a director. The following table summarises the remuneration of directors as per service agreements in
Term of
Agreement
Base Salary including
Superannuation
Termination Benefit (3)
Chairman – David Flanagan (from 08/04/19)
Director – Jeff Dowling (from 08/04/19)
Director – Darryl Clark (from 22/10/20)
Open
Open
Open
$85,000(1)
$50,000(2)
$50,000(2)
Nil. Subject to re-election by shareholders.
Nil. Subject to re-election by shareholders
Nil. Subject to re-election by shareholders
(2) Non-executive director fees were reduced from $45,000 per annum to $36,000 per annum effective 18 May 2020 and increased
annum effective 25 November 2020.
to $50,000 per annum effective 25 November 2020.
(3) Subject to clause 13.2 of the Company’s constitution, at the Company's annual general meeting in every year, one-third of the
Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case
of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in
excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without
submitting himself for re-election. The Directors to retire at an annual general meeting are those who have been longest in office
since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election. An election of
Directors shall take place each year.
Non-executive directors are subject to standard terms and conditions including duties to the Group,
confidentiality and disclosure.
Key Management Personnel
Minerals Employee Option Plan.
Mr Tony Walsh, Company Secretary
• Termination - one month’s notice
• Termination - 3 months’ notice.
D. Share-based Compensation
Options
year.
The following options have been granted in previous years. All options unvested at 31 December 2020 may also
have an impact on future year’s remuneration. Conditions are shown below:
Date Options
Granted
Number of
Options
Granted
Vesting
Date
Expiry Date
Exercise
Price
David Flanagan
Jeff Dowling
Tony Walsh
Nick Day
David Flanagan
Jeff Dowling
Tony Walsh
David Flanagan
Tony Walsh
David Flanagan
David Flanagan
David Flanagan
David Flanagan
21-May-19
21-May-19
21-May-19
21-May-19
27-Jun-18
27-Jun-18
27-Jun-18
26-May-17
15-Feb-17
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
8,000,000 Various (1)
7,500,000 Various (2)
10,000,000 Various (3)
4,000,000 Various (4)
20,000,000 Various (5)
4,500,000 Various (6)
4,000,000 Various (7)
10,000,000 Various (8)
1,500,000 Various (9)
21-Dec-17
5,000,000
21-Dec-17
5,000,000
21-Dec-18
5,000,000
5,000,000
21-Dec-18
89,500,000
20-Jun-24
20-Jun-24
20-Jun-24
20-Jun-24
3-Jul-23
30-Jun-23
13-Jul-23
21-Jun-22
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
nil
nil
nil
nil
Nil
0.13
nil
0.094
0.15
0.10
0.15
0.20
0.25
Value per
option at
grant date $
0.022
0.022
0.022
0.022
0.031
0.0166
0.031
0.0456
0.0636
0.093
0.087
0.0818
0.0778
Total Fair Value
$
%
vested
%
forfeited
176,000
165,000
220,000
66,000
465,000
74,861
124,000
455,638
95,384
464,387
433,199
408,961
389,108
3,537,538
0%
33%
0%
0%
0%
100%
0%
0%
33%
100%
100%
100%
100%
0%
0%
0%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
(1) Chairman fees were reduced from $80,000 per annum to $64,000 per annum effective 18 May 2020 and increased to $85,000 per
(1) Options issued to David Flanagan have vesting conditions linked to a financial close and equity funding for the Montepuez project
stage 1.
(2) 7,500,000 options issued to Jeff Dowling will vest in three equal tranches on completion of 12 months, 24 months and 36 months
of continuous service.
(3) 4,000,000 options issued to Tony Walsh will vest on financial close and equity funding for the Montepuez project stage 1; 3,000,000
options have vesting conditions linked to commencement of commercial production of the Montepuez project stage 1 and
3,000,000 options will vest on commencement of commercial production of the Montepuez project stage 2.
(4) Options were forfeited upon resignation.
(5) Options vesting conditions are linked to commencement of commercial production being 25% of the Montepuez project stage 1,
50% of the Montepuez project stage 2 and 25% of the Balama project stage 1.
(6) 50% of options vested upon 12 months and 50% vested upon 24 months of continuous service.
(7) Options vesting conditions are linked to commencement of commercial production being 50% of the Montepuez project stage 1
and 50% of the Montepuez project stage 2.
(8) Options will vest upon the Company’s Montepuez project achieving sales agreements and a commercial rate of production as
agreed by the board.
(9) 500,000 options vested upon 12 months of service with the Company. 1,000,000 options will vest upon commencement of the
Montepuez project commercial production.
Remuneration and other terms of employment for a Managing Director and Key Management Personnel are
formalized in their service agreements. Employees are eligible for long-term incentive benefits under the Battery
Options granted carry no dividend or voting rights
No shares were issued on the exercise of options during the financial year. When exercised each option is
convertible into one ordinary share of Battery Minerals Limited.
• Base Remuneration - $300,000 inclusive of superannuation (paid pro-rata for part-time equivalent)
Shares
Mr Nick Day, Chief Financial Officer & Joint Company Secretary (resigned 1 July 2020)
• Base Remuneration - $300,000 inclusive of superannuation (paid pro-rata for part time from 1 July 2019).
There were no options issued to Directors and Key Management Personal as remuneration during the financial
During the financial year no shares were issued to Directors or key management personnel in lieu of fees and
salary.
E. Director and Key Management Personnel Share and Option Holdings
Shareholdings
The numbers of shares in the Group held during the financial period by each director of Battery Minerals Limited
and other key management personnel of the Group, including their personally related parties are set out below.
Page 28
Page 29
29
Annual Report 2020
Directors’ Report (continued)
Audited Remuneration Report (continued)
31 December 2020
Name
Balance at the start
of the year,
number of shares
Received during the
year on the exercise
of options
Other changes
Balance at the end of
the year, number of
shares
Directors
David Flanagan
Jeff Dowling
Darryl Clark (appointed 22/10/20)
Jeremy Sinclair (resigned 31/10/20)
KMP
Tony Walsh
Nick Day (resigned 1/7/20)
Total
6,997,492
2,000,000
-
4,000,000
1,250,000
-
14,247,492
-
-
-
-
-
-
-
-
681,818(1)
9,363,636(2)
(4,000,000)(3)
-
-
6,045,454
6,997,492
2,681,818
9,363,636
-
1,250,000
-
20,292,946
Shares acquired pursuant to participation in Share Purchase Plan.
(1)
(2) 8,000,000 shares held upon appointment as a director and 1,363,636 shares acquired pursuant to participation in Share Purchase
Plan.
The balance of shares at the end of the financial year is considered to be nil due to resignation as a Director.
(3)
Option holdings
The numbers of options over ordinary shares in the Group held during the financial period by each director of
Battery Minerals Limited and key management personnel (KPM) of the Group, including their personally related
parties are set out below.
31 December
2020
Balance at
start of the
year
Directors
David Flanagan
Jeff Dowling
Darryl Clark
59,425,000
12,550,000
-
Jeremy Sinclair
2,000,000
KMP
Tony Walsh
Nick Day
15,875,000
4,000,000
Total
93,850,000
Granted as
Remuneration
Placement
Options
Exercised
Expired/
Forfeited/
Other
Changes
Balance at
end of the
year(3)
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,000,000)(1)
-
(4,000,000)(2)
59,425,000
21,425,000
38,000,000
12,550,000
7,550,000
5,000,000
-
-
-
-
-
-
15,875,000
875,000
15,000,000
-
-
-
(6,000,000)
87,850,000
29,850,000
58,000,000
The balance of options at the end of the financial year is considered to be nil due to resignation as a Director.
(1)
(2) Options were forfeited upon resignation.
(3)
Includes listed options issued under the Placement approved on 21 May 2019.
30
Page 30
Battery Minerals Limited
Directors’ Report (continued)
Audited Remuneration Report (continued)
31 December 2020
Balance at the start
Received during the
of the year,
year on the exercise
Other changes
Name
number of shares
of options
Balance at the end of
the year, number of
shares
Darryl Clark (appointed 22/10/20)
Jeremy Sinclair (resigned 31/10/20)
4,000,000
6,997,492
2,000,000
-
-
1,250,000
14,247,492
-
-
-
-
-
-
-
681,818(1)
9,363,636(2)
(4,000,000)(3)
-
-
-
6,997,492
2,681,818
9,363,636
1,250,000
-
-
6,045,454
20,292,946
Shares acquired pursuant to participation in Share Purchase Plan.
(2) 8,000,000 shares held upon appointment as a director and 1,363,636 shares acquired pursuant to participation in Share Purchase
The balance of shares at the end of the financial year is considered to be nil due to resignation as a Director.
Directors
David Flanagan
Jeff Dowling
KMP
Tony Walsh
Total
(1)
(3)
Plan.
Option holdings
Nick Day (resigned 1/7/20)
parties are set out below.
31 December
2020
Balance at
start of the
year
Granted as
Remuneration
Placement
Options
Exercised
Expired/
Forfeited/
Other
Changes
Balance at
end of the
year(3)
Vested and
exercisable
Unvested
Directors
David Flanagan
Jeff Dowling
Darryl Clark
KMP
Tony Walsh
Nick Day
59,425,000
12,550,000
-
15,875,000
4,000,000
Jeremy Sinclair
2,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,000,000)(1)
(4,000,000)(2)
-
-
-
-
-
-
-
59,425,000
21,425,000
38,000,000
12,550,000
7,550,000
5,000,000
-
-
-
-
-
-
-
-
-
-
15,875,000
875,000
15,000,000
Total
93,850,000
-
(6,000,000)
87,850,000
29,850,000
58,000,000
(1)
(3)
The balance of options at the end of the financial year is considered to be nil due to resignation as a Director.
(2) Options were forfeited upon resignation.
Includes listed options issued under the Placement approved on 21 May 2019.
Directors’ Report (continued)
F. Additional Information
Loans to Key Management Personnel
There were no loans made to Directors of the Company or other key management personnel during the year
ended 31 December 2020.
There were no other transactions with key management personnel during the year ended 31 December 2020.
-End of the Audited Remuneration Report-
Adoption of Key Management Personnel Remuneration Report
At the 2020 annual general meeting, Battery Minerals received more than 91% of votes for the adoption of the
remuneration report for the 2019 financial year. The company did not receive any specific feedback at the AGM
or throughout the year on its remuneration practices.
This report of Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of
Directors.
The numbers of options over ordinary shares in the Group held during the financial period by each director of
Battery Minerals Limited and key management personnel (KPM) of the Group, including their personally related
Competent Person’s Statement
Battery Minerals confirms that all of the material assumptions underpinning the production targets for its
Montepuez and Balama Central graphite projects and any of the forecast financial information derived from these
production targets, contained in the ASX announcements dated 4 and 12 December 2018, continue to apply at
the date of release of this report and have not materially changed. Battery Minerals confirms that it is not aware
of any new information or data.
All references to future production and production & shipping targets and port access made in relation to Battery
Minerals are subject to the completion of all necessary feasibility studies, permit applications, construction,
financing arrangements, port access and execution of infrastructure-related agreements. Where such a reference
is made, it should be read subject to this paragraph and in conjunction with further information about the
Mineral Resources and Ore Reserves, as well as the relevant competent persons' statements.
Any references to Ore Reserve and Mineral Resource estimates should be read in conjunction with the competent
person statements included in the ASX announcements referenced in this report as well as Battery Minerals’
other periodic and continuous disclosure announcements lodged with the ASX, which are available on the Battery
Minerals’ website.
For Mozambican graphite projects’ Mineral Resources - refer announcement dated 18th October 2018 for full
details and Competent Persons sign-off.
For Mozambican graphite projects’ Ore Reserves - refer announcements dated 4th and 12th December 2018 for
full details and Competent Persons sign-off.
The information in this report that relates to Battery Minerals’ Mineral Resources or Ore Reserves is a compilation
of previously published data for which Competent Persons consents were obtained. Their consents remain in
place for subsequent releases by Battery Minerals of the same information in the same form and context, until
the consent is withdrawn or replaced by a subsequent report and accompanying consent.
Page 30
Page 31
31
Annual Report 2020
Directors’ Report (continued)
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001.
The lead auditor’s independence declaration is set out on page 33 for the year ended 31 December 2020.
This report is made in accordance with a resolution of the Directors.
_________________________
David Flanagan
Executive Chairman
Perth, Western Australia
25 March 2021
32
Page 32
Battery Minerals Limited
Directors’ Report (continued)
Auditor ‘s Independence Declaration
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001.
The lead auditor’s independence declaration is set out on page 33 for the year ended 31 December 2020.
This report is made in accordance with a resolution of the Directors.
_________________________
David Flanagan
Executive Chairman
Perth, Western Australia
25 March 2021
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of Battery Minerals Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of Battery Minerals
Limited for the financial year ended 31 December 2020 there have been:
i.
ii.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
KPM_INI_01
PAR_SIG_01
PAR_NAM_01
PAR_POS_01
PAR_DAT_01
PAR_CIT_01
R Gambitta
Partner
Perth
25 March 2021
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Page 32
Page 33
33
Annual Report 2020
Independent Auditor’s Report
Independent Auditor’s Report
To the shareholders of Battery Minerals Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of Battery
Minerals Limited (the Company).
In our opinion, the accompanying Financial Report of
the Company is in accordance with the Corporations
Act 2001, including:
giving a true and fair view of the Group’s
financial position as at 31 December 2020 and of
its financial performance for the year ended on
that date; and
•
•
The Financial Report comprises:
• Consolidated statement of financial position as
at 31 December 2020
• Consolidated statement of profit or loss and
other comprehensive income, Consolidated
statement of changes in equity, and
Consolidated statement of cash flows for the
year then ended
• Notes including a summary of significant
complying with Australian Accounting Standards
and the Corporations Regulations 2001.
accounting policies
• Directors’ Declaration.
The Group consists of the Company and the
entities it controlled at the year-end or from time to
time during the financial year.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.
Key Audit Matters
The Key Audit Matters we identified are:
• Carrying value of Mozambique project assets
• Acquisition of Stavely-Stawell project.
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in
our audit of the Financial Report of the current period.
These matters were addressed in the context of our
audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
Page 34
34
Battery Minerals Limited
Independent Auditor’s Report
Independent Auditor’s Report (continued)
Carrying value of Mozambique project assets ($ nil)
Refer to Notes 12 and 13 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The full impairment of the Mozambique project
assets including Mine Development Expenditure
(Montepuez Graphite Project) and the Exploration
and Evaluation Expenditure (Balama Project) was
considered a key audit matter due to:
•
•
the size of the Mozambique project assets
(collectively 20% of pre-impaired total assets);
and
the level of judgement required by us in
evaluating the Group’s assessment of
impairment.
The slower than anticipated recovery of graphite
market and the associated inability to obtain funding
at the present time amongst other factors such as
COVID-19 were identified as impairment triggers
which have led to the Mozambique project assets
being impaired in full, as the commercial
development has not eventuated.
The impairment assessment requires the Group to
apply judgements through the use of assumptions in
a fair value less costs of disposal basis using a
discounted cash flow (DCF) model, particularly the
forecast commodity prices for graphite.
We involved senior team members in assessing this
key audit matter.
Our procedures included:
•
•
•
•
•
•
•
evaluating the Group’s assessment of the
existence of impairment indicators and the
determination of cash generating unit for the
Mozambique project assets;
evaluating the Group’s assessment of full
impairment for consistency with the Group’s
consideration of feasible alternatives and current
prospects. This includes inspection of Board
minutes, the Board approved cash flow forecasts
which show a significant reduction in
expenditure on the projects and other publicly
available documentation;
evaluating the methods assessed by the Group
to determine fair value less costs of disposal
against the requirements of the accounting
standards;
assessing the integrity of the fair value less
costs of disposal DCF model used, including
mathematical accuracy;
evaluating the scope, competence and
objectivity of the Group’s external experts;
comparing forecast commodity prices for
graphite to views of the industry commentary on
future trends and the Group’s external experts’
reports; and
assessing the disclosures in the financial report
against the requirements of the accounting
standards.
Page 34
Page 35
35
Annual Report 2020
Independent Auditor’s Report (continued)
Independent Auditor’s Report (continued)
Acquisition of Stavely-Stawell Project ($12,242,754)
Refer to Note 12 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Group’s acquisition of the Staveley-Stawell
Project was a significant transaction for the Group.
The acquisition is a key audit matter due to:
•
•
•
the significance of the acquisition;
judgments made by the Group relating to the
measurement of the purchase consideration;
and
the level of judgment required in determining the
accounting approach as either a business
combination (in accordance with AASB 3
Business Combinations) or an asset acquisition.
The difference in the accounting for the
acquisition as a business or an asset is
significant and could impact the recognition and
measurement of amounts reported in the
consolidated financial statements;
We involved senior team members in assessing this
key audit matter.
Our audit procedures included:
•
•
•
•
inspecting the sale and purchase agreement
related to the acquisition to understand the
structure, key terms and conditions, and nature
of the purchase consideration. Using this, we
evaluated the accounting treatment of the
purchase consideration and transaction costs
against the criteria in the accounting standards;
involving senior audit team members to assess
the accounting treatment for the transaction. We
analysed the conclusions reached by the Group
to accounting standards and interpretations;
assessing the Group’s determination of the fair
value measurement of purchase consideration
against the underlying data; and
evaluating the disclosures in the financial report
against our understanding of the acquisition and
the requirements of the accounting standards.
Other Information
Other Information is financial and non-financial information in Battery Minerals Limited’s annual reporting
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible
for the Other Information.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information, and
based on the work we have performed on the Other Information that we obtained prior to the date of this
Auditor’s Report we have nothing to report.
36
Page 36
Page 37
Battery Minerals Limited
Independent Auditor’s Report (continued)
Independent Auditor’s Report (continued)
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001
•
•
implementing necessary internal control to enable the preparation of a Financial Report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error
assessing the Group and Company’s ability to continue as a going concern and whether the use of the
going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate
the Group and Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
•
•
to obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our Auditor’s Report.
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report of Battery
Minerals Limited for the year ended 31 December
2020, complies with Section 300A of the
Corporations Act 2001.
The Directors of the Company are responsible for
the preparation and presentation of the
Remuneration Report in accordance with Section
300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included
in the Directors’ report for the year ended
31 December 2020.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
KPMG
R Gambitta
Partner
Perth
25 March 2021
Page 36
Page 37
37
Annual Report 2020
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2020
Note
Consolidated
31-Dec-20
Consolidated
31-Dec-19
Other Income
Gain on disposal of subsidiary
Gain on sale of assets
Net foreign exchange gain
Corporate consultants and advisory fees
Personnel costs
Corporate and administrative costs
Exploration and evaluation costs
Share based payment expense
Net foreign exchange loss
Impairment of mine development and exploration
Fair value adjustment on equity securities
Other expenses
Operating loss
Interest income
Loss before tax
Income tax expense
Loss from continuing operations
Loss for the period
17,23(c)
12,13
4
5
Other comprehensive income/(loss):
Items that will be reclassified subsequently to profit or
loss:
Exchange difference on translation of foreign
operations
Total comprehensive loss for the period
Loss for the year attributable to:
Owners of Battery Minerals Limited
Total comprehensive loss for the year attributable to:
Owners of Battery Minerals Limited
Loss per share from continuing operations:
Basic loss per share (cents)
Diluted loss per share (cents)
6
6
$
117,500
-
364
-
(406,276)
(1,081,335)
(80,188)
(191,819)
(68,525)
(145,272)
(4,142,346)
-
(745,055)
(6,742,952)
196,117
(6,546,835)
-
(6,546,835)
$
15,878
270,598
276,503
617,738
(784,568)
(2,148,413)
(731,875)
-
788,027
-
(34,930,796)
(42,267)
(577,152)
(37,246,327)
472,158
(36,774,169)
-
(36,774,169)
(6,546,835)
(36,774,169)
(892,382)
(7,439,217)
(961,444)
(37,735,613)
(6,546,835)
(36,774,169)
(7,439,217)
(37,735,613)
(0.458)
(0.458)
(2.930)
(2.930)
The above consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
accompanying notes.
38
Page 38
Battery Minerals Limited
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
for the year ended 31 December 2020
Consolidated Statement of Financial Position
as at the year ended 31 December 2020
Other Income
Gain on disposal of subsidiary
Gain on sale of assets
Net foreign exchange gain
Corporate consultants and advisory fees
Personnel costs
Corporate and administrative costs
Exploration and evaluation costs
Share based payment expense
Net foreign exchange loss
Other expenses
Operating loss
Interest income
Loss before tax
Income tax expense
Loss from continuing operations
Loss for the period
Impairment of mine development and exploration
12,13
Fair value adjustment on equity securities
Note
17,23(c)
4
5
Other comprehensive income/(loss):
Items that will be reclassified subsequently to profit or
Exchange difference on translation of foreign
loss:
operations
Total comprehensive loss for the period
Loss for the year attributable to:
Owners of Battery Minerals Limited
Total comprehensive loss for the year attributable to:
Owners of Battery Minerals Limited
Loss per share from continuing operations:
Basic loss per share (cents)
Diluted loss per share (cents)
6
6
Consolidated
31-Dec-20
$
117,500
364
-
-
(406,276)
(1,081,335)
(80,188)
(191,819)
(68,525)
(145,272)
(4,142,346)
(745,055)
(6,742,952)
196,117
(6,546,835)
-
-
Consolidated
31-Dec-19
$
15,878
270,598
276,503
617,738
(784,568)
(2,148,413)
(731,875)
788,027
-
-
(34,930,796)
(42,267)
(577,152)
(37,246,327)
472,158
(36,774,169)
-
(6,546,835)
(36,774,169)
(892,382)
(7,439,217)
(961,444)
(37,735,613)
(6,546,835)
(36,774,169)
(7,439,217)
(37,735,613)
(0.458)
(0.458)
(2.930)
(2.930)
Page 38
The above consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the
accompanying notes.
ASSETS
Current Assets
Cash and cash equivalents
Other receivables
Total Current Assets
Non-Current Assets
Other debtors
Property, plant and equipment
Intangible assets
Exploration & evaluation expenditure
Mine development expenditure
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
(6,546,835)
(36,774,169)
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated Losses
TOTAL EQUITY
Note
Consolidated
31-Dec-20
$
Consolidated
31-Dec-19
$
8
9
9
10
11
12
13
14
15
16
17
18
7,303,942
170,171
7,474,113
1,209,805
157,372
62,492
12,242,754
-
13,672,423
21,146,536
243,639
113,321
356,960
356,960
4,119,160
236,989
4,356,149
3,509,854
287,869
124,788
-
3,000,000
6,922,511
11,278,660
213,073
161,022
374,095
374,095
20,789,576
10,904,565
96,164,978
3,304,428
(78,679,830)
20,789,576
78,909,275
4,128,285
(72,132,995)
10,904,565
The above consolidated statement of financial position is to be read in conjunction with the accompanying notes.
Page 39
39
Annual Report 2020
Consolidated Statement of Cash Flows
for the year ended 31 December 2020
Cash flows from operating activities
Payments to suppliers and employees
Net interest received
Net cash (outflow) from operating activities
Cash flows from investing activities
Net proceeds from sale of subsidiary
Net proceeds from sale of assets
Payments made for property, plant and equipment and intangibles
Payments for exploration & evaluation expenditure
Payments for mine development expenditure
Proceeds from release of mine performance bond
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities
Proceeds from share issue
Capital raising costs
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of year
Note
19
Consolidated
31-Dec-20
$
Consolidated
31-Dec-19
$
(2,299,262)
196,117
(2,103,145)
(4,496,334)
472,157
(4,024,177)
-
364
-
(721,820)
(1,122,259)
2,300,049
456,334
6,244,000
(401,730)
5,842,270
4,195,459
4,119,160
(1,010,677)
7,303,942
67,553
366,844
(27,460)
(282,218)
(3,968,021)
-
(3,843,302)
5,110,500
(326,944)
4,783,556
(3,083,923)
7,252,709
(49,626)
4,119,160
The above consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
40
Page 40
Battery Minerals Limited
Cash flows from operating activities
Payments to suppliers and employees
Net interest received
Cash flows from investing activities
Net proceeds from sale of subsidiary
Net proceeds from sale of assets
Payments made for property, plant and equipment and intangibles
Payments for exploration & evaluation expenditure
Payments for mine development expenditure
Proceeds from release of mine performance bond
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities
Proceeds from share issue
Capital raising costs
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of year
456,334
(3,843,302)
364
-
-
(721,820)
(1,122,259)
2,300,049
6,244,000
(401,730)
5,842,270
4,195,459
4,119,160
(1,010,677)
7,303,942
67,553
366,844
(27,460)
(282,218)
(3,968,021)
-
5,110,500
(326,944)
4,783,556
(3,083,923)
7,252,709
(49,626)
4,119,160
The above consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
for the year ended 31 December 2020
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
Net cash (outflow) from operating activities
19
(2,103,145)
(4,024,177)
Note
Consolidated
Consolidated
31-Dec-20
31-Dec-19
$
$
(2,299,262)
196,117
(4,496,334)
472,157
Consolidated for the year ended 31
December 2019
Issued
Capital
Share based
payment
reserve
$
$
Foreign
currency
translation
reserve
$
Accumulated
losses
$
Total
$
Balance at 1 January 2019
74,125,719
6,029,637
(151,879)
(35,358,826)
44,644,651
Loss for the year
Other comprehensive income
Total comprehensive income/(loss)
for the year
Transactions with owners of Battery
Minerals Limited
Shares issued net of transaction costs
Share based payments
Total transactions with owners of
Battery Minerals Limited
-
-
-
-
-
-
-
(36,774,169)
(36,774,169)
(961,444)
-
(961,444)
(961,444)
(36,774,169)
(37,735,613)
4,783,556
-
-
(788,029)
4,783,556
(788,029)
-
-
-
-
-
-
4,783,556
(788,029)
3,995,527
Balance at 31 December 2019
78,909,275
5,241,608
(1,113,323)
(72,132,995)
10,904,565
Consolidated for the year ended 31
December 2020
Issued Capital
$
Share based
payment
reserve
Foreign currency
translation
reserve
$
Accumulated
losses
$
Total
$
Balance at 1 January 2020
78,909,275
5,241,608
(1,113,323)
(72,132,995)
10,904,565
Loss for the year
Other comprehensive income
Total comprehensive income/(loss)
for the year
Transactions with owners of Battery
Minerals Limited
Shares issued net of transaction costs
Share based payments
Total transactions with owners of
Battery Minerals Limited
-
-
-
-
-
-
-
(6,546,835)
(6,546,835)
(892,382)
-
(892,382)
(892,382)
(6,546,835)
(7,439,217)
17,255,703
-
17,255,703
-
68,525
68,525
-
-
-
-
-
-
17,255,703
68,525
17,324,228
Balance at 31 December 2020
96,164,978
5,310,133
(2,005,705)
(78,679,830)
20,789,576
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
Page 40
Page 41
41
Annual Report 2020
Notes to the Consolidated Financial Statements
1.
Reporting entity
Battery Minerals Limited is an ASX listed public company, incorporated and domiciled in Australia. Battery
Minerals is a for-profit entity for the purposes of preparing these financial statements.
These consolidated financial statements comprise Battery Minerals Limited and its subsidiaries (together
referred as the ‘Group’). The Group is primarily involved in exploration and development activities relating
to its mining operations.
2.
Basis of Accounting
The consolidated financial statements are general purpose financial statements which have been prepared
in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards
`Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with
International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board
(IASB). They were authorised by the Board of Directors for issue on 25 March 2021.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
A. Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Battery
Minerals Limited (‘’Company’’ or ‘’Parent Entity’’) as at 31 December 2020 and the results of all subsidiaries
for the year. Battery Minerals Limited and its subsidiaries together are referred to in this financial report as
“the Group” or “the consolidated entity”.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct activities of the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences. They are de-
consolidated from the date that control ceases. The acquisition method of accounting is used to account for
the acquisition of subsidiaries by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Investments in subsidiaries and joint venture entities are accounted for at cost in the financial statements of
the Company. Dividends received from associates are recognised in the parent entity’s statement of profit
or loss and other comprehensive income, rather than being deducted from the carrying amount of these
investments.
B. Going Concern Basis of Preparation
The financial statements have been prepared on the going concern basis which assumes the Company and
consolidated entity will have sufficient funds to pay its debts, as and when they become payable, for a period
of at least 12 months from the date the financial report was authorised for issue.
42
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Battery Minerals Limited
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements (continued)
1.
Reporting entity
2.
Basis of Accounting (continued)
Battery Minerals Limited is an ASX listed public company, incorporated and domiciled in Australia. Battery
C. Foreign Currency Translation
Minerals is a for-profit entity for the purposes of preparing these financial statements.
Functional and presentation currency
These consolidated financial statements comprise Battery Minerals Limited and its subsidiaries (together
referred as the ‘Group’). The Group is primarily involved in exploration and development activities relating
to its mining operations.
2.
Basis of Accounting
The consolidated financial statements are general purpose financial statements which have been prepared
in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards
`Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with
International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board
(IASB). They were authorised by the Board of Directors for issue on 25 March 2021.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial
liabilities.
A. Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Battery
Minerals Limited (‘’Company’’ or ‘’Parent Entity’’) as at 31 December 2020 and the results of all subsidiaries
for the year. Battery Minerals Limited and its subsidiaries together are referred to in this financial report as
“the Group” or “the consolidated entity”.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has right to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct activities of the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences. They are de-
consolidated from the date that control ceases. The acquisition method of accounting is used to account for
the acquisition of subsidiaries by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment
of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Investments in subsidiaries and joint venture entities are accounted for at cost in the financial statements of
the Company. Dividends received from associates are recognised in the parent entity’s statement of profit
or loss and other comprehensive income, rather than being deducted from the carrying amount of these
investments.
B. Going Concern Basis of Preparation
The financial statements have been prepared on the going concern basis which assumes the Company and
consolidated entity will have sufficient funds to pay its debts, as and when they become payable, for a period
of at least 12 months from the date the financial report was authorised for issue.
The consolidated financial statements are presented in Australian dollars, which is Battery Minerals Limited’s
functional and presentation currency. Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic environment in which the entity operates
(‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity
as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net
investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss
and other comprehensive income, within finance costs. All other foreign exchange gains and losses are
presented in the statement of profit or loss and other comprehensive income on a net basis within other
income or other expenses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined. Translation differences on assets and liabilities carried
at fair value are reported as part of the fair value gain or loss.
Foreign Operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on
acquisition, are translated into presentation currency of the Group at the exchange rates at the reporting
date. The income and expenses of foreign operations are translated at the exchange rates at the dates of the
transactions. Foreign currency differences are recognised in other comprehensive income/loss and
accumulated in the translation reserve.
When a foreign operation is disposed of the cumulative amount in the translation reserve related to that
foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes
of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative
amount is reattributed to non-controlling interest.
D. Impairment of Assets
At each reporting date, or more frequently if events or changes in circumstances indicate that assets might
be impaired, the Group reviews the carrying values of its tangible and intangible assets to determine whether
the assets have been impaired. If such an indication exists, the recoverable amount of the asset is the higher
of the asset’s fair value less costs to sell and value in use, compared to the asset’s carrying value. Any excess
of the asset’s carrying value over its recoverable amount is expensed to the Consolidated Statement of Profit
or Loss and other Comprehensive Income.
Page 42
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43
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
D. Impairment of Assets (continued)
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Non-financial assets other than goodwill that suffered any impairment are reviewed for possible reversal of
impairment at the end of each reporting period.
E. Leases
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group
by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a
purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying
asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-
use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is
a revised in-substance fixed lease payment.
F. Use of Estimates and Judgements
In preparing these consolidated financial statements, management has made judgements, estimates and
assumptions that affect the application of the Group’s accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances. Revisions to estimates are recognised prospectively.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed in the notes indicated below:
•
Impairment of exploration and evaluation expenditure and mine development – Notes 12 and 13.
44
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
D. Impairment of Assets (continued)
2.
Basis of Accounting (continued)
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
G. Changes in Accounting Policy
recoverable amount of the cash-generating unit to which the asset belongs.
In the year ended 31 December 2020, the Group has reviewed all the new and revised standards and
interpretations issued by the Australian Accounting Standards Board that are relevant to its operations and
effective for the current year. It has been determined by the Group that there is no impact, material or
otherwise, of the new and revised standards and interpretations on its business and, therefore no
restatement of prior year comparatives is necessary to the Group’s financial statements.
H. Standards issued not yet effective
Nature of change
Impact
When these amendments are first
adopted for the year ending 31
December 2022, there will be no
material impact on the financial
statements.
The amendments require the full gain or loss to be
recognised when the assets transferred meet the
definition of a ‘business’ under AASB 3 (whether
housed in a subsidiary or not).
AASB 2017-5 defers the mandatory effective date
of amendments to AASB 10 Consolidated Financial
Statements and AASB 128 that were originally
made in AASB 2014-10 so that the amendments
are required to be applied for annual reporting
periods beginning on or after 1 January 2022
instead of 1 January 2018.
Mandatory
application
date/ Date
adopted by
company
Annual reporting
periods
beginning on or
after 1 January
2022
Amends AASB 101 to require a liability be classified
as current when companies do not have a
substantive right to defer settlement at the end of
the reporting period.
When these amendments are first
adopted for the year ending 31
December 2022, there will be no
material impact on the financial
statements.
Annual reporting
periods
beginning on or
after 1 January
2022
Title of
standard
AASB 2014-10
Amendments to
Australian
Accounting
Standards –
Sale or
Contribution of
Assets between
an Investor and
its Associate or
Joint Venture
AASB 2015-10
Amendments to
Australian
Accounting
Standards –
Effective Date
of Amendments
to AASB 10 and
AASB 128
AASB 2017-5
Amendments to
Australian
Accounting
Standards –
Effective Date
of Amendments
to AASB 10 and
AASB 128 and
Editorial
Corrections
AASB 2020-1
Amendments to
Australian
Accounting
Standards –
Classification of
Liabilities as
Current or Non-
current
Page 44
Page 45
45
Non-financial assets other than goodwill that suffered any impairment are reviewed for possible reversal of
impairment at the end of each reporting period.
E. Leases
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group
by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a
purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying
asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-
use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is
a revised in-substance fixed lease payment.
F. Use of Estimates and Judgements
In preparing these consolidated financial statements, management has made judgements, estimates and
assumptions that affect the application of the Group’s accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that may have a financial impact on the entity and that are
believed to be reasonable under the circumstances. Revisions to estimates are recognised prospectively.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year
are discussed in the notes indicated below:
•
Impairment of exploration and evaluation expenditure and mine development – Notes 12 and 13.
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
H. Standards issued not yet effective (continued)
Mandatory
application date/
Date adopted by
company
Annual reporting
periods beginning
on or after 1
January 2022
Title of
standard
AASB 2020-3
Amendments to
Australian
Accounting
Standards –
Annual
Improvements
2018-2020 and
Other
Amendments
Nature of change
Impact
When these amendments are first
adopted for the year ending 31
December 2022, there will be no
material impact on the financial
statements.
Amendments to existing accounting standards,
particularly in relation to:
AASB 1 – simplifies the application of AASB 1 by a
subsidiary that becomes a first-time adopter after
its parent in relation to the measurement of
cumulative translation differences.
AASB 3 – to update a reference to the Conceptual
Framework for Financial Reporting without
changing the accounting requirements for business
combinations.
AASB 9 – to clarify the fees an entity includes when
assessing whether the terms of a new or modified
financial liability are substantially different from
the terms of the original financial liability.
AASB 116 – to require an entity to recognise the
sales proceeds from selling items produced while
preparing property, plant and equipment for its
intended use and the related cost in profit or loss,
instead of deducting the amounts received from
the cost of the asset.
AASB 137 Provisions, Contingent Liabilities and
Contingent Assets – to specify the costs that an
entity includes when assessing whether a contract
will be loss-making.
AASB 141 Investment Property – to remove the
requirement to exclude cash flows from taxation
when measuring fair value, thereby aligning the
fair value measurement requirements in AASB 141
with those in other Australian Accounting
Standards.
All other pending Standards issued between the previous financial report and the current reporting dates have no application
to the Group.
3.
Segment Reporting
Operating Segments
The Group has determined its operating segments based on the reports reviewed by the Chief Operating
Decision Makers (CODM) that are used to make strategic decisions regarding the Group’s operations. Due to
the size and nature of the Group, the Board is considered to be the Chief Operating Decision Maker. The
Group’s primary reports are prepared to show the performance and financial position of different business
segments which can be distinguished by their risks and rates of return.
46
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
H. Standards issued not yet effective (continued)
3.
Segment Reporting (continued)
Nature of change
Impact
AASB 2020-3
Amendments to existing accounting standards,
When these amendments are first
Amendments to
particularly in relation to:
adopted for the year ending 31
December 2022, there will be no
AASB 1 – simplifies the application of AASB 1 by a
material impact on the financial
subsidiary that becomes a first-time adopter after
statements.
Mandatory
application date/
Date adopted by
company
Annual reporting
periods beginning
on or after 1
January 2022
Title of
standard
Australian
Accounting
Standards –
Annual
Improvements
2018-2020 and
Other
its parent in relation to the measurement of
cumulative translation differences.
Amendments
Framework for Financial Reporting without
AASB 3 – to update a reference to the Conceptual
changing the accounting requirements for business
combinations.
AASB 9 – to clarify the fees an entity includes when
assessing whether the terms of a new or modified
financial liability are substantially different from
the terms of the original financial liability.
AASB 116 – to require an entity to recognise the
sales proceeds from selling items produced while
preparing property, plant and equipment for its
intended use and the related cost in profit or loss,
instead of deducting the amounts received from
the cost of the asset.
AASB 137 Provisions, Contingent Liabilities and
Contingent Assets – to specify the costs that an
entity includes when assessing whether a contract
will be loss-making.
AASB 141 Investment Property – to remove the
requirement to exclude cash flows from taxation
when measuring fair value, thereby aligning the
fair value measurement requirements in AASB 141
with those in other Australian Accounting
Standards.
The CODM considers the business from functional and geographical perspectives and has identified that
there are two reportable segments being:
• Mozambique - mineral exploration and evaluation and mine development activities; and
• Australia - mineral exploration and evaluation, investing activities and corporate management.
The segment information is prepared in conformity with the accounting policies adopted for the preparation
of the financial statements of the Group. In presenting the information of the geographical segments, the
segment assets have been based on the geographic location of assets and segment expenses have been
based on geographic location of supplied goods and application of provided services to the group.
31 December 2020
Interest revenue
Mozambique
$
188,394
Australia
$
Total
$
7,723
196,117
Other segment income
-
117,864
117,864
Net foreign exchange gain/(loss)
20,967
(166,239)
(145,272)
Corporate and administration overhead
Exploration and evaluation costs
Loan write-off
Provision for VAT receivable
Exploration and mine development impairment
Total segment expenses
(221,183)
-
(107,021)
(125,499)
(4,142,346)
(4,596,049)
(1,927,676)
(191,819)
-
-
-
(2,119,495)
(2,148,859)
(191,819)
(107,021)
(125,499)
(4,142,346)
(6,715,544)
Reportable segment loss
(4,386,688)
(2,160,147)
(6,546,835)
Segment Assets
Cash
Exploration and evaluation
Other (1)
Total segment assets
Mozambique
$
558,012
-
1,412,451
1,970,463
Australia
$
6,745,930
12,242,754
187,389
19,176,073
Total
$
7,303,942
12,242,754
1,599,840
21,146,536
(1) Other assets of the reporting segment “Mozambique” includes a non-current receivable representing a mine performance bond of
All other pending Standards issued between the previous financial report and the current reporting dates have no application
$1,209,805 held with the Unico Bank.
Segment Liabilities
Creditors and other payables
Total segment liabilities
Mozambique
$
(85,213)
(85,213)
Australia
$
(271,747)
(271,747)
Total
$
(356,960)
(356,960)
to the Group.
3.
Segment Reporting
Operating Segments
The Group has determined its operating segments based on the reports reviewed by the Chief Operating
Decision Makers (CODM) that are used to make strategic decisions regarding the Group’s operations. Due to
the size and nature of the Group, the Board is considered to be the Chief Operating Decision Maker. The
Group’s primary reports are prepared to show the performance and financial position of different business
segments which can be distinguished by their risks and rates of return.
Page 46
Page 47
47
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
3.
Segment Reporting (continued)
Capital Expenditure during the year
Exploration and evaluation
Mine development asset – Montepuez Project
Plant & equipment and intangible assets
Total capital expenditure
Mozambique
$
Australia
$
20,087
1,122,259
-
1,142,346
12,242,754
-
-
12,242,754
Total
$
12,262,841
1,122,259
-
13,385,100
31 December 2019
Interest revenue
Mozambique
$
411,532
Australia
$
Total
$
60,626
472,158
Other segment income
8,274
7,604
15,878
Net foreign exchange gain/(loss)
286,180
331,558
617,738
Business development
Corporate and administration overhead
Fair value adjustment on equity securities
Exploration and mine development impairment
Total segment expenses
-
(501,159)
-
(34,930,796)
(35,431,955)
(1,197,724)
(1,755,098)
(42,267)
-
(2,995,089)
(1,197,724)
(2,256,257)
(42,267)
(34,930,796)
(38,427,044)
Reportable segment loss
(34,449,467)
(2,324,702)
(36,774,169)
Segment Assets
Cash
Exploration and evaluation
Mine development asset
Other (1)
Total segment assets
Mozambique
$
567,226
-
3,000,000
3,982,804
7,550,030
Australia
$
3,551,934
-
-
176,696
3,728,630
Total
$
4,119,160
-
3,000,000
4,159,500
11,278,660
(1) Other assets of the reporting segment “Mozambique” includes a current and non-current receivable of the mine performance bond
of $3,509,854 held with the Unico Bank.
Segment Liabilities
Creditors and other payables
Total segment liabilities
Mozambique
$
(125,185)
(125,185)
Australia
$
(248,910)
(248,910)
Total
$
(374,095)
(374,095)
Capital Expenditure during the year
Exploration and evaluation – Balama Project
Mine development asset – Montepuez Project
Plant & equipment and intangible assets
Total capital expenditure
Mozambique
$
281,835
3,980,647
1,259
4,263,741
Australia
$
Total
$
-
-
32,684
32,684
281,835
3,980,647
33,943
4,296,425
48
Page 48
Battery Minerals Limited
-
-
-
-
-
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
3.
Segment Reporting (continued)
Capital Expenditure during the year
Mozambique
Australia
Exploration and evaluation
Mine development asset – Montepuez Project
Plant & equipment and intangible assets
$
12,242,754
$
20,087
1,122,259
-
Total
$
12,262,841
1,122,259
-
Total capital expenditure
1,142,346
12,242,754
13,385,100
31 December 2019
Interest revenue
Mozambique
Australia
$
411,532
$
Total
$
60,626
472,158
4. Other Expenses
Office costs
Depreciation
IT consultants and website
Subscriptions
Loan write-off
Provision for VAT receivable
Administrative operating costs
Other segment income
8,274
7,604
15,878
Total other expenses
Net foreign exchange gain/(loss)
286,180
331,558
617,738
5.
Income Tax
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
204,157
147,523
85,996
49,691
107,021
125,499
25,168
745,055
227,492
161,330
76,814
28,418
-
-
83,098
577,152
Business development
Corporate and administration overhead
Fair value adjustment on equity securities
Exploration and mine development impairment
Total segment expenses
(501,159)
-
-
(34,930,796)
(35,431,955)
(1,197,724)
(1,755,098)
(42,267)
(2,995,089)
(1,197,724)
(2,256,257)
(42,267)
(34,930,796)
(38,427,044)
Reportable segment loss
(34,449,467)
(2,324,702)
(36,774,169)
Segment Assets
Cash
Exploration and evaluation
Mine development asset
Other (1)
Total segment assets
(1) Other assets of the reporting segment “Mozambique” includes a current and non-current receivable of the mine performance bond
of $3,509,854 held with the Unico Bank.
Segment Liabilities
Mozambique
Australia
Capital Expenditure during the year
Mozambique
Australia
Creditors and other payables
Total segment liabilities
Exploration and evaluation – Balama Project
Mine development asset – Montepuez Project
Plant & equipment and intangible assets
Total capital expenditure
Mozambique
Australia
$
$
Total
$
567,226
3,551,934
4,119,160
-
3,000,000
3,982,804
7,550,030
$
(125,185)
(125,185)
$
281,835
3,980,647
1,259
4,263,741
-
3,000,000
4,159,500
11,278,660
Total
$
(374,095)
(374,095)
Total
$
281,835
3,980,647
33,943
4,296,425
176,696
3,728,630
$
(248,910)
(248,910)
$
-
-
32,684
32,684
Page 48
The income tax expense/(benefit) for the year comprises current income tax expense/(income) and deferred
tax expense/(income). Current income tax expense charged to the profit or loss is the tax payable on taxable
income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date.
Current tax liabilities/(assets) are therefore measured at the amounts expected to be paid to/(recovered
from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the period as well as unused tax losses. Current and deferred income tax expense/(income) is charged
or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or
charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also
result where amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business combination,
where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at
reporting date. Their measurement also reflects the manner in which management expects to recover or
settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary
differences and unused tax losses are recognised only to the extent that it is probable that future taxable
profit will be available against which the benefits of the deferred tax asset can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended
that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur.
Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred
tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities where it is intended that net settlement or simultaneous
realisation and settlement of the respective asset and liability will occur in future periods in which significant
amounts of deferred tax assets or liabilities are expected to be recovered or settled.
Page 49
49
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
5. Income Tax (continued)
(a)
Income tax expense
Current tax
Deferred tax
(b)
Reconciliation of income tax expense to prima facie tax
payable:
Loss before income tax
Prima facie income tax at 30% (30% in 2019 FY)
Foreign tax rate differential
Non-deductable/taxable items - Australia
Non-deductable/taxable items – foreign operations
Income tax benefits not brought to account
Income tax expense/ (benefit)
(c)
Unrecognised deferred tax assets arising on timing
difference and losses
Carried forward tax losses - Australia
Carried forward tax losses – foreign operations
Other
Total
6.
Earnings per Share
Basic earnings per share
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
-
-
-
-
-
-
(6,546,835)
(1,964,050)
(30,648)
808,540
40,868
1,145,290
-
(36,774,169)
(11,032,251)
(11,052)
2,734,315
8,276,597
32,391
-
5,705,265
3,385,391
(5,028)
9,085,628
4,842,693
2,930,867
40,522
7,814,082
Basic earnings per share is calculated by dividing the loss attributable to owners of the Company, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after-income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
50
Page 50
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
5. Income Tax (continued)
6.
Earnings per Share (continued)
Consolidated
Consolidated
31 Dec 2020
31 Dec 2019
$
$
-
-
-
-
-
-
(6,546,835)
(1,964,050)
(30,648)
808,540
40,868
1,145,290
-
(36,774,169)
(11,032,251)
(11,052)
2,734,315
8,276,597
32,391
-
5,705,265
3,385,391
(5,028)
9,085,628
4,842,693
2,930,867
40,522
7,814,082
(a)
Income tax expense
Current tax
Deferred tax
(b)
Reconciliation of income tax expense to prima facie tax
payable:
Loss before income tax
Prima facie income tax at 30% (30% in 2019 FY)
Foreign tax rate differential
Non-deductable/taxable items - Australia
Non-deductable/taxable items – foreign operations
Income tax benefits not brought to account
Income tax expense/ (benefit)
(c)
Unrecognised deferred tax assets arising on timing
difference and losses
Carried forward tax losses - Australia
Carried forward tax losses – foreign operations
Other
Total
6.
Earnings per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the loss attributable to owners of the Company, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after-income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share
computations:
Loss attributable to the owners of Battery Minerals Limited ($)
Basic loss per share attributable to equity holders (cents)
Consolidated
31 Dec 2020
(6,546,835)
Consolidated
31 Dec 2019
(36,774,169)
(0.458)
(2.930)
Weighted average number of ordinary shares used as the denominator
in calculating basic loss per share
Weighted average number of ordinary shares used in calculation of
diluted loss per share
1,430,886,671
1,255,124,426
1,430,886,671
1,255,124,426
Between the reporting date and the date of authorisation of these financial statements no additional securities were
issued that could potentially dilute basic loss per share in the future.
7.
Dividends Paid or Proposed
No amount has been paid or declared by way of a dividend to the date of this report.
8.
Cash and Cash Equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions and other short-term highly liquid investments that are readily
convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and
bank overdrafts.
Cash at bank and on hand
Consolidated
31 Dec 2020
$
7,303,942
7,303,942
Consolidated
31 Dec 2019
$
4,119,160
4,119,160
Cash at bank and on hand earns interest at floating rates based on daily bank rates. Refer to Note 20(c) for
additional details on the impact of interest rates on cash and cash equivalents for the period.
9.
Other Receivables
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less an allowance for impairment.
Page 50
Page 51
51
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
Current
Prepaid expenses
GST receivable
Other receivables
Non-Current
Other receivables (1)
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
62,989
32,126
75,056
170,171
72,823
88,568
75,598
236,989
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
1,209,805
1,209,805
3,509,854
3,509,854
(1) The non-current other receivable is the mine performance bond kept on deposit with the Unico Bank in Mozambique.
During the period a portion of the bond was released reducing the balance from MZN 152 million (A$3.5 million
equivalent) to MZN 69.5 million (A$1.2 million equivalent).
The carrying amounts disclosed above represent their fair value.
10. Property, Plant & Equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from
equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant
and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to
profit or loss during the reporting period in which they are incurred.
Depreciation on plant and equipment is calculated using the straight-line method or the units of production
method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful
lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease.
The depreciation rates vary between 10% and 40%.
reporting period.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
52
Page 52
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
Current
Prepaid expenses
GST receivable
Other receivables
Non-Current
Other receivables (1)
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
$
62,989
32,126
75,056
170,171
72,823
88,568
75,598
236,989
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
$
1,209,805
1,209,805
3,509,854
3,509,854
(1) The non-current other receivable is the mine performance bond kept on deposit with the Unico Bank in Mozambique.
During the period a portion of the bond was released reducing the balance from MZN 152 million (A$3.5 million
equivalent) to MZN 69.5 million (A$1.2 million equivalent).
The carrying amounts disclosed above represent their fair value.
10. Property, Plant & Equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from
equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant
and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to
profit or loss during the reporting period in which they are incurred.
Depreciation on plant and equipment is calculated using the straight-line method or the units of production
method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful
lives or, in the case of leasehold improvements and certain leased plant and equipment, the shorter lease.
The depreciation rates vary between 10% and 40%.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater that it’s estimated recoverable amount. Gains and losses on disposals are determined by
comparing proceeds with carrying amount. These are included in profit or loss. When re-valued assets are
sold, it is Group policy to transfer any amounts included in other reserves in respect of those assets to
retained earnings.
The majority of plant and equipment forms part of the Montepuez project, being the cash generating unit
tested for impairment (refer to Note 13).
Plant and equipment at cost
Accumulated depreciation
Net carrying amount
Movements in carrying amounts
Balance at beginning of the year
Additions during the year
Reclassified to mine development
Depreciation expense
Reclassified to intangibles
Foreign currency translation movement
Net carrying amount at the end of the year
11.
Intangible Assets
Consolidated
31 Dec 2020
$
512,891
(355,519)
157,372
Consolidated
31 Dec 2019
$
628,952
(341,083)
287,869
Consolidated
31 Dec 2020
$
287,869
-
-
(85,227)
-
(45,270)
157,372
Consolidated
31 Dec 2019
$
521,226
3,985
(3,006)
(103,485)
(128,912)
(1,939)
287,869
Intangible assets with finite lives that are acquired separately are carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over
their estimated useful lives that generally range between 3 and 5 years. The estimated useful life and
amortisation method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are
acquired separately are carried at cost less accumulated impairment losses.
Page 52
Page 53
53
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
11.
Intangible Assets (continued)
Software at cost
Accumulated depreciation
Net carrying amount
Movements in carrying amounts
Balance at beginning of the year
Additions during the year
Reclassification from property, plant and equipment
Depreciation expense
12. Exploration and Evaluation Expenditure
Consolidated
31 Dec 2020
$
186,905
(124,413)
62,492
Consolidated
31 Dec 2019
$
186,905
(62,117)
124,788
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
124,788
-
-
(62,296)
62,492
23,363
29,958
128,912
(57,445)
124,788
Exploration and evaluation costs for each area of interest in the early stages of the project life are expensed
as they are incurred except for acquisition costs, until they satisfy the requirements that are stated below.
Exploration and evaluation costs for each area of interest that progress to a pre-feasibility study (analysis of
potential mining project) are capitalised where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of interest or,
where exploration and evaluation activities in the area of interest have not at the end of the reporting period
reached a stage that permits reasonable assessment of the existence of economically recoverable reserves,
and activities and significant operations in, or in relation to, the area of interest are continuing.
When an area of interest is abandoned, or the directors decide that it is not commercial, any accumulated
costs in respect to that area are written off in the financial period the decision is made. Each area of interest
is also reviewed at the end of each accounting period and capitalised costs are written off to the extent that
they will not be recoverable in the future. A regular review is undertaken of each area of interest to determine
the appropriateness of continuing to carry forward costs in relation to that area of interest.
Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of
interest become demonstrable, the exploration and evaluation assets attributable to that area of interest are
reclassified to a mine development asset.
Government grants are recognised where there is reasonable assurance that the grant will be received, and
all attached conditions will be complied with. The research and development grant received by the Group
relates to capitalised exploration expenditure, as such it is recognised in the statement of financial position
offset against capitalised exploration expenditure.
54
Page 54
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
11.
Intangible Assets (continued)
12. Exploration and Evaluation Expenditure (continued)
Software at cost
Accumulated depreciation
Net carrying amount
Movements in carrying amounts
Balance at beginning of the year
Additions during the year
Reclassification from property, plant and equipment
Depreciation expense
12. Exploration and Evaluation Expenditure
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
186,905
(124,413)
62,492
$
186,905
(62,117)
124,788
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
124,788
-
-
(62,296)
62,492
$
23,363
29,958
128,912
(57,445)
124,788
Exploration and evaluation costs for each area of interest in the early stages of the project life are expensed
as they are incurred except for acquisition costs, until they satisfy the requirements that are stated below.
Exploration and evaluation costs for each area of interest that progress to a pre-feasibility study (analysis of
potential mining project) are capitalised where right of tenure of the area of interest is current and they are
expected to be recouped through sale or successful development and exploitation of the area of interest or,
where exploration and evaluation activities in the area of interest have not at the end of the reporting period
reached a stage that permits reasonable assessment of the existence of economically recoverable reserves,
and activities and significant operations in, or in relation to, the area of interest are continuing.
When an area of interest is abandoned, or the directors decide that it is not commercial, any accumulated
costs in respect to that area are written off in the financial period the decision is made. Each area of interest
is also reviewed at the end of each accounting period and capitalised costs are written off to the extent that
they will not be recoverable in the future. A regular review is undertaken of each area of interest to determine
the appropriateness of continuing to carry forward costs in relation to that area of interest.
Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of
interest become demonstrable, the exploration and evaluation assets attributable to that area of interest are
reclassified to a mine development asset.
Government grants are recognised where there is reasonable assurance that the grant will be received, and
all attached conditions will be complied with. The research and development grant received by the Group
relates to capitalised exploration expenditure, as such it is recognised in the statement of financial position
offset against capitalised exploration expenditure.
Acquisition
On 13 May 2020, Battery Minerals shareholders approved the issue of 439,363,850 shares to the
shareholders of Gippsland Prospecting Pty Ltd (Gippsland) subject to the grant of exploration license
EL06871, for the Stavely-Stawell copper-gold project in western Victoria. The Company completed the
acquisition of 100% of Gippsland on 22 October 2020 following the grant of the exploration license on 16
October 2020. The area, known as Block 4, covers 809 km2 and hosts the historic Moyston gold mine. The
transaction was executed in accordance with the signed sale agreements between Gippsland’s shareholders
and the Company dated 26 February 2020 and 12 March 2020. As per the sale agreements each shareholder
sold their fully paid ordinary shares in Gippsland to the Company for consideration consisting of a cash
payment, repayment of shareholder’s loans and an issue of Company shares and options.
Non-Current
Exploration and evaluation at cost
Movement
Balance at beginning of the year
Acquisition costs capitalised during the year
Exploration expenditure capitalised during the year (1)
Exploration expenditure disposed due to the tenement sale (2)
Impairment (3)
Foreign currency translation movement
Closing exploration and evaluation net carrying amount
N
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
12,242,754
-
-
12,242,754
20,087
-
(20,087)
-
12,242,754
2,902,615
-
281,835
(96,680)
(3,081,606)
(6,164)
-
(1) Costs capitalised relate to the Balama Central Project in Mozambique.
(2) Disposal of the exploration and evaluation expenditure relating to the sale of Tenement 5572 in Mozambique and its
final settlement in October 2019.
(3) The carrying amount of exploration and evaluation expenditure attributable to the Balama Central Project has been
fully impaired.
Assessment of Impairment
The Group assesses whether impairment indicators exist that would require the company to estimate the
recoverable amount of the capitalised exploration and evaluation expenditure. At 31 December 2020 the
Group has determined that the Balama Central Project is considered to be part of the same cash generating
unit as the Montepeuz Graphite Project resulting in the exploration and evaluation expenditure being
impaired to nil (refer note 13).
Page 54
Page 55
55
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
13.
Mine Development Expenditure
Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of
interest become demonstrable, the exploration and evaluation assets attributable to that area of interest are
reclassified as mine development.
Mine development represents the direct and indirect costs incurred in preparing mines for production and
includes plant and equipment under construction, stripping and waste removal costs incurred before
production commences. These costs are capitalised to the extent that they are expected to be recouped
through the successful exploitation of the related mining leases. Once production commences, these costs
are transferred to Mine Properties or Plant and Equipment, as relevant, and will be amortised using the units
of production method based on the estimated economically recoverable reserves to which they relate or are
written off if the mine property is abandoned.
Development expenditure assets are assessed for impairment if an impairment trigger is identified. For the
purposes of impairment testing capitalised mine development assets are allocated to the cash generating
unit (“CGU”) to which the development activity relates.
Costs of site restoration and rehabilitation are provided over the life of the facility and are included in the
capitalised expenditure of that stage. Site restoration costs include the dismantling and removal of mining
plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with
clauses of the mining permits. Such costs are determined using estimates of future costs, current legal
requirements and technology on an undiscounted basis. Since the mine plant or building structures works
have not commenced there is no provision made for site restoration or rehabilitation.
Non-Current
Mine development expenditure
Movement
Balance at beginning of the year
Mine development expenditure capitalised during the year
Reversal of capitalised expenditure due to purchase refund
Reclassified from property, plant and equipment
Research and development tax refund received
Impairment
Foreign currency translation movement
Closing mine development net carrying amount
Assessment of Impairment
N
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
-
3,000,000
3,000,000
1,730,742
(513,290)
-
(95,193)
(4,122,259)
-
-
30,950,808
3,980,647
-
-
-
(31,849,190)
(82,265)
3,000,000
The Group assesses whether there are indicators that assets, or groups of assets, may be impaired at each
reporting date. Covid-19 related macro-economic events, the slower than anticipated recovery of the
graphite market and the associated inability to obtain bank finance at the present time were identified as
impairment indicators and accordingly, the Montepuez Graphite Project has been tested for impairment.
In determining the recoverable amount the Group has had regard to a range of valuation methodologies
including:
56
Page 56
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
13.
Mine Development Expenditure
13. Mine Development Expenditure (continued)
Once technical feasibility and commercial viability of extraction of mineral resources in a particular area of
interest become demonstrable, the exploration and evaluation assets attributable to that area of interest are
reclassified as mine development.
Mine development represents the direct and indirect costs incurred in preparing mines for production and
includes plant and equipment under construction, stripping and waste removal costs incurred before
production commences. These costs are capitalised to the extent that they are expected to be recouped
through the successful exploitation of the related mining leases. Once production commences, these costs
are transferred to Mine Properties or Plant and Equipment, as relevant, and will be amortised using the units
of production method based on the estimated economically recoverable reserves to which they relate or are
written off if the mine property is abandoned.
Development expenditure assets are assessed for impairment if an impairment trigger is identified. For the
purposes of impairment testing capitalised mine development assets are allocated to the cash generating
unit (“CGU”) to which the development activity relates.
Costs of site restoration and rehabilitation are provided over the life of the facility and are included in the
capitalised expenditure of that stage. Site restoration costs include the dismantling and removal of mining
plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with
clauses of the mining permits. Such costs are determined using estimates of future costs, current legal
requirements and technology on an undiscounted basis. Since the mine plant or building structures works
have not commenced there is no provision made for site restoration or rehabilitation.
Mine development expenditure
Non-Current
Movement
Balance at beginning of the year
Mine development expenditure capitalised during the year
Reversal of capitalised expenditure due to purchase refund
Reclassified from property, plant and equipment
Research and development tax refund received
Impairment
Foreign currency translation movement
Closing mine development net carrying amount
Assessment of Impairment
Consolidated
Consolidated
N
31 Dec 2020
31 Dec 2019
$
$
3,000,000
1,730,742
(513,290)
(95,193)
(4,122,259)
-
-
-
-
3,000,000
30,950,808
3,980,647
-
-
-
(31,849,190)
(82,265)
3,000,000
The Group assesses whether there are indicators that assets, or groups of assets, may be impaired at each
reporting date. Covid-19 related macro-economic events, the slower than anticipated recovery of the
graphite market and the associated inability to obtain bank finance at the present time were identified as
impairment indicators and accordingly, the Montepuez Graphite Project has been tested for impairment.
In determining the recoverable amount the Group has had regard to a range of valuation methodologies
including:
• Discounted cash flow forecasts – this approach uses externally sourced forecasts for graphite prices,
estimated quantities of recoverable ore, production levels, operating costs and capital requirements
sourced from the Group’s budgeting process.
• Comparable reserve and resource tonne multiples - enterprise value contained graphite multiples on both
a reserve and resource basis has been calculated for selected peers. Share prices were significantly affected
as a result of volatility on global and graphite markets.
• Simulated option value using an option pricing model – this approach simulates multiple scenarios using
the Monte Carlo option pricing model by adjusting the probability of the graphite price increasing.
Each of the above approaches is considered to be a fair value less cost of sale approach.
The slower than anticipated recovery of the graphite market and resultant pricing has resulted in a
challenging environment to raise significant project debt and equity finance to progress the development of
the Montepeuz Graphite Project. Under current pricing, it is unlikely that the projects would be developed,
however, the Group intends to preserve the value of its projects and keep them in good standing as prices
recover. In this regard, in 2019 the Directors had regard to the above methodologies in determining the
recoverable amount of $3 million as at 31 December 2019. As graphite prices have not significantly improved
during the year and the Company has not been able to secure project finance, the Company has made the
decision that the carrying value be further impaired to nil.
14. Trade and Other Payables
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition. Trade and other payables are presented as current liabilities unless payment is not due within
12 months from the reporting date. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.
Current
Trade and other payables
Accrued expenses
15. Provisions
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
183,928
59,711
243,639
156,900
56,173
213,073
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions are not recognised for future operating
losses. Provisions are measured as the present value of management’s best estimate of the expenditure
required to settle the present obligation at the end of the reporting period. The discount rate used to
determine the present value reflects current market assessments of the time value of money and the risks
specific to the liability. The increase in the provision due to the passage of time is recognised as an interest
expense.
Page 56
Page 57
57
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
15. Provisions (continued)
Employee benefits
Short term obligations
Liabilities for short-term employee benefits expected to be wholly settled within 12 months of the reporting
date are recognised in other payables 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.
Current
Provisions – employee benefits
Movement
Balance at beginning of the year
Employee benefits provision accrued during the year
Employee benefits paid during the year
Balance at the end of the year
16. Issued Capital
Ordinary shares are classified as equity.
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
113,321
113,321
161,022
109,761
(157,462)
113,321
161,022
161,022
211,658
354,447
(405,083)
161,022
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares
or options for the acquisition of a business are not included in the cost of the acquisition as part of the
purchase consideration.
(a) Share capital
Ordinary shares fully paid
Movements in ordinary share capital
2020
01-Jan-2020
22-Oct-2020
23-Nov-2020
22-Dec-2020
Opening Balance
Share issue – Gippsland acquisition
Share issue – Placement
Share issue – Share Purchase Plan
Less: Share issue costs
Consolidated
31 Dec 2020
$
96,164,978
Consolidated
31 Dec 2019
$
78,909,275
96,164,978
78,909,275
No. of Shares
1,318,091,549
439,363,850
250,000,000
33,818,142
2,041,273,541
Issue
Price
-
$0.026
$0.022
$0.022
-
Amount $
78,909,275
11,423,460
5,500,000
744,000
(411,757)
96,164,978
58
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
15. Provisions (continued)
Employee benefits
Short term obligations
Liabilities for short-term employee benefits expected to be wholly settled within 12 months of the reporting
date are recognised in other payables 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.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares
or options for the acquisition of a business are not included in the cost of the acquisition as part of the
Current
Provisions – employee benefits
Movement
Balance at beginning of the year
Employee benefits provision accrued during the year
Employee benefits paid during the year
Balance at the end of the year
16. Issued Capital
Ordinary shares are classified as equity.
purchase consideration.
(a) Share capital
Ordinary shares fully paid
Movements in ordinary share capital
2020
01-Jan-2020
22-Oct-2020
23-Nov-2020
22-Dec-2020
Opening Balance
Share issue – Gippsland acquisition
Share issue – Placement
Share issue – Share Purchase Plan
Less: Share issue costs
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
113,321
113,321
161,022
109,761
(157,462)
113,321
161,022
161,022
211,658
354,447
(405,083)
161,022
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
96,164,978
96,164,978
78,909,275
78,909,275
No. of Shares
Issue
Price
1,318,091,549
439,363,850
250,000,000
33,818,142
$0.026
$0.022
$0.022
-
-
2,041,273,541
Amount $
78,909,275
11,423,460
5,500,000
744,000
(411,757)
96,164,978
16. Issued Capital (continued)
Movements in ordinary share capital
2019
01-Jan-2019
12-Apr-2019
30-May-2019
Opening Balance
Share issue - Placement - Tranche 1 (1)
Share issue -Placement – Tranche 2 (2)
Less: Share issue costs
No. of Shares
1,113,671,549
160,000,000
44,420,000
1,318,091,549
Issue
Price
-
$0.025
$0.025
-
Amount $
74,125,719
4,000,000
1,110,500
(326,944)
78,909,275
(1) The Tranche 1 Placement shares were issued on 12 April 2019 under the Company’s 15% placement capacity pursuant
to ASX Listing Ruling 7.1 and on 21 May 2019 the General Meeting of Battery Minerals Limited shareholders approved
and ratified the prior issue of the shares as part of the Tranche 1 Placement.
(2) The issue of Tranche 2 Placement securities was approved by the General Meeting of Battery Minerals shareholders
held on 21 May 2019.
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to
one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the
Company does not have a limited amount of authorised capital.
Options
Information relating to options over ordinary shares on issue, including details of options issued, exercised
and lapsed during the financial year and options outstanding at the end of the year is set in Note 17 and Note
23.
The Company has 274,484,066 listed options (ASX: BATO) on issue exercisable at 10 cents on or before 31
July 2023. The options were issued as free options pursuant to capital raisings undertaken in 2018 and 2019.
17. Reserves
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign exchange differences arising from the
translation of the foreign controlled entities where their functional currency is different to the presentation
currency of the reporting entity. These foreign exchange differences are recognised in other comprehensive
income as described in Note 2C and accumulated in a separate reserve account within equity. The cumulative
amount is reclassified to profit or loss when the net investment is disposed of.
Page 58
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59
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options, contingent rights and
performance rights granted by the Company.
Reserves
Foreign currency translation reserve
Share- based payments reserve (1)
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
(2,005,705)
5,310,133
3,304,428
(1,113,323)
5,241,608
4,128,285
(1)
Share based payment reserve comprises options issued as share-based payments. Refer to Note 23 for more details.
Movements in share-based payments reserve
2020
01-Jan-20
31-May-20
31-May-20
1-Jul-20
22-Oct-20
20-Nov-20
31-Dec-20
31-Dec-20
Details
Opening Balance
Options expired
Options forfeited(1)
Options forfeited(1)
Options issued for Gippsland acquisition(2)
Options forfeited(1)
Vesting expense of prior years’ options
Balance at end of year
No. of
Options
195,900,000
(2,500,000)
(14,000,000)
(4,000,000)
70,000,000
(2,500,000)
-
242,900,000
Amount $
5,241,608
-
-
-
-
-
68,525
5,310,133
(1) Unvested options forfeited upon resignation of an employee.
(2) Zepo options were issued to the shareholders of Gippsland Prospecting Pty Ltd in accordance with the approval of the General
Meeting of shareholders on 13 May 2020. Options are exercisable at nil price and expire on 22 October 2025. Vesting conditions
of the consideration options are as follows:
•
•
•
Tranche 1 - 40,000,000 options will vest upon definition of a JORC Code compliant Mineral Resource of at least 1,000,000
ounces of gold (or equivalent) on tenement EL06871 at a minimum average grade of 1 gram per tonne of gold (or
equivalent).
Tranche 2 - 20,000,000 options will vest upon completion of a pre-feasibility study and definition of a JORC Code
compliant Ore Reserve of at least 750,000 ounces of gold (or equivalent) on tenement EL06871 at a minimum average
grade of 1 gram per tonne of gold (or equivalent).
Tranche 3 - 10,000,000 options will vest upon the Company achieving production over two consecutive months which is
equal to 80% of the pro-rated production schedule pursuant to a Definitive Feasibility Study approved by the Board.
60
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options, contingent rights and
performance rights granted by the Company.
Reserves
Foreign currency translation reserve
Share- based payments reserve (1)
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
(2,005,705)
5,310,133
3,304,428
(1,113,323)
5,241,608
4,128,285
(1)
Share based payment reserve comprises options issued as share-based payments. Refer to Note 23 for more details.
Movements in share-based payments reserve
2020
01-Jan-20
31-May-20
31-May-20
1-Jul-20
22-Oct-20
20-Nov-20
31-Dec-20
31-Dec-20
Details
Opening Balance
Options expired
Options forfeited(1)
Options forfeited(1)
Options forfeited(1)
Options issued for Gippsland acquisition(2)
Vesting expense of prior years’ options
Balance at end of year
No. of
Options
195,900,000
(2,500,000)
(14,000,000)
(4,000,000)
70,000,000
(2,500,000)
-
242,900,000
Amount $
5,241,608
-
-
-
-
-
68,525
5,310,133
(1) Unvested options forfeited upon resignation of an employee.
(2) Zepo options were issued to the shareholders of Gippsland Prospecting Pty Ltd in accordance with the approval of the General
Meeting of shareholders on 13 May 2020. Options are exercisable at nil price and expire on 22 October 2025. Vesting conditions
of the consideration options are as follows:
Tranche 1 - 40,000,000 options will vest upon definition of a JORC Code compliant Mineral Resource of at least 1,000,000
ounces of gold (or equivalent) on tenement EL06871 at a minimum average grade of 1 gram per tonne of gold (or
equivalent).
•
•
•
17. Reserves (continued)
Movements in share-based payments reserve
2019
01-Jan-19
15-Feb-19
21-May-19
21-May-19
24-Jun-19
01-Jul-19
01-Jul-19
08-Nov-19
15-Nov-19
22-Nov-19
31-Dec-19
31-Dec-19
31-Dec-19
Details
Opening Balance
Forfeited options (1)
Options issued to directors (2)
Options issued to employees (3)
Forfeited options (1)
Forfeited options (1)
Forfeited options (1)
Forfeited options (1)
Forfeited options (1)
Forfeited options (1)
Vesting expense of prior years’ options
Reverse vesting expense of prior years (4)
Balance at end of year
No. of
Options
135,050,000
(2,000,000)
65,500,000
72,850,000
(1,500,000)
(200,000)
(1,200,000)
(22,000,000)
(600,000)
(50,000,000)
-
-
195,900,000
Amount $
6,029,637
(9,885)
121,217
20,695
(17,809)
(2,443)
(14,660)
(84,036)
(7,330)
(59,461)
386,764
(1,121,081)
5,241,608
The total share-based payment expense of ($788,027) relating to prior years was reversed into profit and loss in 2019
due to a low probability of vesting conditions being met.
(1) Unvested options forfeited upon resignation of an employee or director.
(2) Zepo options were issued to David Flanagan, Jeremy Sinclair and Jeff Dowling in accordance with the approval of the General
Meeting of shareholders on 21 May 2019. Options are exercisable at nil price and expire on 20 June 2024. 8,000,000 options issued
to David Flanagan and 12,000,000 options issued to Jeremy Sinclair have vesting conditions linked to a financial close and equity
funding for the Montepuez Project phase 1. 38,000,000 options issued to Jeremy Sinclair have vesting conditions linked to
commencement of commercial production being 43.5% of the Montepuez Project stage 1, 43.5% of the Montepuez project stage
2 and 13% of the Balama project stage 1. 7,500,000 options issued to Jeff Dowling will vest in three equal parts on completion of
12 months, 24 months and 36 months of continuous service.
(3) The issue of Zepo options to employees was approved at the General Meeting of shareholders on 21 May 2019. Options are
exercisable at nil price and expire on 20 June 2024. 23,450,000 options will vest on financial close and equity funding for the
Montepuez project stage 1; 23,750,000 options will vest on commencement of commercial production of the Montepuez project
stage 1; 24,650,000 options will vest on commencement of commercial production of the Montepuez project stage 2 and 1,000,000
options will vest on commencement of commercial production of the Balama project.
(4) Share-based payment expenses recognised in prior periods have been reversed on the expectation of vesting conditions not being
met.
Tranche 2 - 20,000,000 options will vest upon completion of a pre-feasibility study and definition of a JORC Code
compliant Ore Reserve of at least 750,000 ounces of gold (or equivalent) on tenement EL06871 at a minimum average
18. Accumulated Losses
grade of 1 gram per tonne of gold (or equivalent).
Tranche 3 - 10,000,000 options will vest upon the Company achieving production over two consecutive months which is
equal to 80% of the pro-rated production schedule pursuant to a Definitive Feasibility Study approved by the Board.
Movement in accumulated losses
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
Balance at beginning of the year
Loss attributable to the owners of Battery Minerals Limited
Balance at end of the year
(72,132,995)
(6,546,835)
(78,679,830)
(35,358,826)
(36,774,169)
(72,132,995)
Page 60
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61
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
19. Operating Cash Flow Reconciliation
Reconciliation of operating cash flows to operating loss:
Loss from ordinary activities after income tax
Adjustment for non-cash items:
Depreciation and amortisation
Mine development impairment
Loan write-off
Fair value adjustment to equity securities
Gain on sale of assets
Share- based payments
Dissolution of subsidiary
Foreign currency (gain)/loss
Changes in operating assets and liabilities during the year:
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Net cash outflow from operating activities
20. Financial Risk Management
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
(6,546,835)
(36,774,169)
147,523
4,142,346
107,021
-
-
68,525
-
(71,409)
161,330
34,930,796
-
42,267
90,341
(788,027)
(203,045)
(693,106)
66,818
(17,134)
95,680
(886,244)
(2,103,145)
(4,024,177)
The Group’s activities expose it to a variety of financial risks including foreign exchange risk, interest rate risk,
credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability
of the financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of foreign currency and interest rate risks and ageing analysis
for credit risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external and
internal advisors as required. The Board provides written principles for overall risk management and further
policies will evolve commensurate with the evolution and growth of the Group.
These disclosures are not, nor are they intended to be an exhaustive list of risks which the Group has
exposure to.
(a) Market risk
Market risk arises from the Group’s exposure to interest bearing financial assets and foreign currency
financial instruments. There is a risk that the fair value of future cash flows of financial instruments will
fluctuate because of changes in foreign exchange rates (currency risk), interest rates (interest rate risk) and
share prices (price risk).
62
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Battery Minerals Limited
Reconciliation of operating cash flows to operating loss:
Loss from ordinary activities after income tax
(6,546,835)
(36,774,169)
Adjustment for non-cash items:
Depreciation and amortisation
Mine development impairment
Loan write-off
Fair value adjustment to equity securities
Gain on sale of assets
Share- based payments
Dissolution of subsidiary
Foreign currency (gain)/loss
Changes in operating assets and liabilities during the year:
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Net cash outflow from operating activities
20. Financial Risk Management
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
$
147,523
4,142,346
107,021
-
-
-
68,525
(71,409)
161,330
34,930,796
-
42,267
90,341
(788,027)
(203,045)
(693,106)
66,818
(17,134)
95,680
(886,244)
(2,103,145)
(4,024,177)
The Group’s activities expose it to a variety of financial risks including foreign exchange risk, interest rate risk,
credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability
of the financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of foreign currency and interest rate risks and ageing analysis
for credit risk.
Risk management is carried out by the Board of Directors with assistance from suitably qualified external and
internal advisors as required. The Board provides written principles for overall risk management and further
policies will evolve commensurate with the evolution and growth of the Group.
These disclosures are not, nor are they intended to be an exhaustive list of risks which the Group has
exposure to.
(a) Market risk
Market risk arises from the Group’s exposure to interest bearing financial assets and foreign currency
financial instruments. There is a risk that the fair value of future cash flows of financial instruments will
fluctuate because of changes in foreign exchange rates (currency risk), interest rates (interest rate risk) and
share prices (price risk).
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
19. Operating Cash Flow Reconciliation
20 Financial Risk Management (continued)
(b) Foreign exchange risk
The functional currency of the Group is Australian dollars; however, the Group and the parent entity operate
internationally and are exposed to various currencies, primarily with respect to US Dollars (USD) and
Mozambique New Meticals (MZN).
The Group is exposed to foreign exchange risk arising from fluctuations of the Australian dollar against the
US dollar (USD) at parent level and fluctuations of the Australian dollar against the Mozambique New Metical
(MZN) and USD at subsidiary level. Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the entity’s functional currency and
net investments in foreign operations. The exposure to risks is measured using sensitivity analysis and cash
flow forecasting.
The Group has not formalised a foreign currency risk management policy, however it monitors its foreign
currency expenditure in the light of exchange rate movements. The Group does not have any other material
foreign currency dealings other than the noted currencies.
The Group’s exposure to US Dollar foreign currency risk at the reporting date, expressed in Australian Dollars,
was as follows:
Financial assets
Cash and cash equivalents
Total financial assets
Financial liabilities
Trade creditors and other payables
Total financial liabilities
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
988,229
988,229
-
-
884,525
884,525
20,762
20,762
The following conversion rates were used at the end of the financial year:
• USD/AUD
0.77009
(2019: 0.7002)
Sensitivity analysis - change in foreign currency rates
The following table demonstrates the estimated sensitivity on assets and liabilities held in foreign currency
at 31 December 2020 to a 10% increase/decrease in the USD/AUD exchange rates, with all variables held
constant, on post-tax profit or loss and equity. These sensitivities should not be used to forecast the future
effect of movements in the Australian dollar exchange rate on future cash flows.
Impact on post tax profits and equity
USD/AUD +10%
USD/AUD -10%
Consolidated
31 Dec 2020
$
(89,839)
109,803
Consolidated
31 Dec 2019
$
(78,524)
95,974
A hypothetical change of 10% in exchange rates were used to calculate the Group’s sensitivity to foreign exchange
rate movements as this is management’s estimate of possible rate movements over the coming year taking into
account currency market conditions and past volatility (2019: 10%).
Page 62
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63
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
20. Financial Risk Management (continued)
(c)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. As at and during the year ended 31 December 2020, the Group
had interest-bearing assets in the form of cash and cash equivalents of $7,303,942 (2019: $4,119,160) and a
mine performance bond of $1,209,805 (2019: $3,509,854). As such the Group’s operating cash flows are
exposed to movements in market interest rates due to the movements in variable interest rates on cash and
cash equivalents.
The Group’s policy is to monitor the interest rate yield curve out to six months to ensure a balance is
maintained between the liquidity of cash assets and the interest rate return.
Sensitivity analysis – change in interest rates
Based on the financial assets held at reporting date, with all other variables assumed to be held constant, the
table below sets out the notional effect on consolidated profit or loss after tax for the year and on equity at
reporting date under varying hypothetical changes in prevailing interest rates.
Impact on post tax profits and equity
Hypothetical 80 basis points increase in interest
Hypothetical 80 basis points decrease in interest
Consolidated
31 Dec 2020
$
68,110
(68,110)
Consolidated
31 Dec 2019
$
61,032
(61,032)
The weighted average interest rate received on cash, cash equivalents and mine performance bond of the Group is
2.25% (2019: 4.49%)
(d)
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 with creditworthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Group measures credit risk on a fair value basis. The Group does not have
any significant credit risk exposure to a single counterparty or any Group of counterparties having similar
characteristics.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the Group’s maximum exposure to credit risk without taking account of the fair value of any
collateral or other security obtained.
Financial assets
Cash and cash equivalents
Other receivables
Non-current receivables
Total financial assets
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
7,303,942
170,171
1,209,805
8,683,918
4,119,160
236,989
3,509,854
7,866,003
64
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
20. Financial Risk Management (continued)
(c)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. As at and during the year ended 31 December 2020, the Group
had interest-bearing assets in the form of cash and cash equivalents of $7,303,942 (2019: $4,119,160) and a
mine performance bond of $1,209,805 (2019: $3,509,854). As such the Group’s operating cash flows are
exposed to movements in market interest rates due to the movements in variable interest rates on cash and
cash equivalents.
The Group’s policy is to monitor the interest rate yield curve out to six months to ensure a balance is
maintained between the liquidity of cash assets and the interest rate return.
Sensitivity analysis – change in interest rates
Based on the financial assets held at reporting date, with all other variables assumed to be held constant, the
table below sets out the notional effect on consolidated profit or loss after tax for the year and on equity at
reporting date under varying hypothetical changes in prevailing interest rates.
Impact on post tax profits and equity
Hypothetical 80 basis points increase in interest
Hypothetical 80 basis points decrease in interest
Consolidated
31 Dec 2020
$
68,110
(68,110)
Consolidated
31 Dec 2019
$
61,032
(61,032)
The weighted average interest rate received on cash, cash equivalents and mine performance bond of the Group is
2.25% (2019: 4.49%)
(d)
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 with creditworthy counterparties and
obtaining sufficient collateral or other security where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Group measures credit risk on a fair value basis. The Group does not have
any significant credit risk exposure to a single counterparty or any Group of counterparties having similar
characteristics.
The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses,
represents the Group’s maximum exposure to credit risk without taking account of the fair value of any
collateral or other security obtained.
Financial assets
Cash and cash equivalents
Other receivables
Non-current receivables
Total financial assets
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
7,303,942
170,171
1,209,805
8,683,918
4,119,160
236,989
3,509,854
7,866,003
Page 64
20. Financial Risk Management (continued)
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to
external credit ratings as follows:
Financial assets
Westpac Bank AA- rated
Mozambique banks BBB – rated (1)
Unrated
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
6,760,563
1,753,183
170,172
8,683,918
3,563,002
4,066,013
236,988
7,866,003
(1) Includes mine performance bond of MZN69.5 million (A$1.2 million equivalent) (2019: MZN152 million (A$3.5
million equivalent)) held with the Unico Bank in Mozambique.
(e)
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed credit facilities and the ability to close out
market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash
flows and matching the maturity profile of financial assets and liabilities. As at the reporting date the Group
had sufficient cash reserves to meet its requirements.
The financial liabilities of the Group at reporting date were trade & other payables incurred in the normal
course of business. These were non-interest bearing and were due within the normal 30 - 90 day terms of
creditor payments.
Less than
1 month
$
48,904
48,904
1-3 months,
$
228,730
228,730
3months -
1 year
$
79,326
79,326
No set
date of
repayment
-
-
59,980
59,980
201,400
201,400
112,715
112,715
-
-
Total
$
356,960
356,960
374,095
374,095
2020
Trade creditors & other payables
2019
Trade creditors & other payables
(f)
Net fair value
Fair value estimation
The fair value of financial assets and financial liabilities held by the Group must be estimated for recognition
and measurement or for disclosure purposes. All financial assets and financial liabilities of the Group at the
balance date are recorded at amounts approximating their fair value. The fair value of financial instruments
traded in active markets is based on quoted market prices at the reporting date. The quoted market price
used for financial assets held by the Group is the current bid price. No assets or liabilities are held at fair
value.
(g)
Capital risk management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital.
Page 65
65
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
Due to the nature of the Group’s activities, being mineral exploration and development, the Group does not
have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the
focus of the Group’s capital risk management is the current working capital position against the requirements
of the Group to meet exploration & evaluation programs and corporate overheads. The Group’s strategy is
to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to
initiating appropriate capital raisings as required.
The working capital position of the Group at the end of the year is as follows:
Cash and cash equivalents
Current trade and other receivables
Current trade and other payables
Current provisions
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
7,303,942
170,171
(243,639)
(113,321)
7,117,153
4,119,160
1,991,916
(213,073)
(161,022)
5,736,981
21. Related Party Disclosures
Parent entities and subsidiaries
Battery Minerals Limited is the ultimate Australian parent entity.
Interests in subsidiaries are set out below:
Country of
Incorporation
% Equity
31 December
2020
% Equity
31 December
2019
Gippsland Prospecting Pty Ltd (1)
Express Resources Pty Ltd
Index Resources Pty Ltd
Action Resources Pty Ltd
Jackal Resources Pty Ltd
Au Resources Pty Ltd
Skype Resources Pty Ltd
Battery Minerals (USA) Pty Ltd
Rovuma Resources Limited
Jorc Resources Limited
Assain Investments Limited
Greenstone Resources Limited
Rio Mazowe Limited
Suni Resources SA
Niassa Gold SA
Goldcrest Resources SA
Afriminas Minerais Limitada
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mozambique
Mozambique
Mozambique
Mozambique
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
(1) The Company acquired all of the shares in Gippsland Prospecting Pty Ltd on 22 October 2020 pursuant to a sale
agreement set out in the Notice of AGM for the meeting held on 13 May 2020.
66
Page 66
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
21.
Related Party Disclosures (continued)
(a)
Key Management Personnel
The following persons were directors of Battery Minerals Limited during the financial year:
Director
David Flanagan
David Flanagan
Jeff Dowling
Darryl Clark
Jeremy Sinclair
Position
Appointed
Resigned
Executive Chairman
Non-Executive Chairman
Executive Chairman
Managing Director
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
11 October 2016
8 April 2019
25 January 2018
22 October 2020
22 November 2019
8 April 2019
-
25 March 2021
1 July 2019
8 April 2019
25 January 2018
30 March 2017
-
8 April 2019
-
22 October 2020
22 November 2019
(b)
Other key management personnel
Name
Tony Walsh
Nick Day
Position
Company Secretary
Chief Financial Officer
Resigned
-
Resigned 1 July 2020
Country of
Incorporation
% Equity
31 December
2020
% Equity
31 December
2019
(c)
Key management personnel compensation
Short-term employee benefits
Share based payments
Post-employment benefit
Total
(d)
Loans to key management personnel
Consolidated
31 Dec 2020
$
337,721
68,525
19,444
425,690
Consolidated
31 Dec 2019
$
1,096,466
(220,015)
67,141
943,592
There were no loans made or outstanding to directors of Battery Minerals Limited and other key
management personnel of the Group, including their personally related parties.
(e)
Other transactions with Key Management Personnel
There were no other transactions with Key Management Personnel other than share based payments (refer
to Note 23).
Page 67
67
Due to the nature of the Group’s activities, being mineral exploration and development, the Group does not
have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the
focus of the Group’s capital risk management is the current working capital position against the requirements
of the Group to meet exploration & evaluation programs and corporate overheads. The Group’s strategy is
to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to
initiating appropriate capital raisings as required.
The working capital position of the Group at the end of the year is as follows:
Cash and cash equivalents
Current trade and other receivables
Current trade and other payables
Current provisions
Consolidated
31 Dec 2020
$
Consolidated
31 Dec 2019
$
7,303,942
170,171
(243,639)
(113,321)
7,117,153
4,119,160
1,991,916
(213,073)
(161,022)
5,736,981
21. Related Party Disclosures
Parent entities and subsidiaries
Battery Minerals Limited is the ultimate Australian parent entity.
Interests in subsidiaries are set out below:
Gippsland Prospecting Pty Ltd (1)
Express Resources Pty Ltd
Index Resources Pty Ltd
Action Resources Pty Ltd
Jackal Resources Pty Ltd
Au Resources Pty Ltd
Skype Resources Pty Ltd
Battery Minerals (USA) Pty Ltd
Rovuma Resources Limited
Jorc Resources Limited
Assain Investments Limited
Greenstone Resources Limited
Rio Mazowe Limited
Suni Resources SA
Niassa Gold SA
Goldcrest Resources SA
Afriminas Minerais Limitada
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mozambique
Mozambique
Mozambique
Mozambique
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
(1) The Company acquired all of the shares in Gippsland Prospecting Pty Ltd on 22 October 2020 pursuant to a sale
agreement set out in the Notice of AGM for the meeting held on 13 May 2020.
Page 66
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
22. Auditors’ Remuneration
Audit fees - BDO Mozambique
Audit and review fees - KPMG Australia
Tax and legal advisory services fees - KMPG Mozambique
Total remuneration for auditors’ services
23.
Share-based payments
Consolidated
31 Dec 2020
$
17,802
47,830
31,086
96,718
Consolidated
31 Dec 2019
$
16,391
46,598
73,225
136,214
The Group provides benefits to employees (including directors) of the Group in the form of share-based
payment transactions, whereby employees render services in exchange for shares or rights over shares
(‘equity-settled transactions’). The cost of these equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted. The fair value is determined by an internal
valuation using a Black-Scholes option pricing model and Monte Carlo methodology as appropriate.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the number of options or performance
rights that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on
the best available information at balance date. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions is included in the determination of fair
value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where
vesting is conditional upon a market condition.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is granted,
the cancelled and new award are treated as if they were a modification of the original award.
(a) Option Issue
During the period the Company issued 70,000,000 Zepo options to the vendors of the Stavely-Stawell Project
in Victoria. The following table discloses the number of options issued:
Tranche
Recipient
Number of
Options
Issue Date
1
2
3
Project vendors
Project vendors
Project vendors
40,000,000 22/10/2020
20,000,000 22/10/2020
10,000,000 22/10/2020
Vesting
Date
(1)
(2)
(3)
Expiry Date
22/10/2025
22/10/2025
22/10/2025
Exercise
Price $
nil
nil
nil
70,000,000
Total Fair
Value $
211,200
105,600
52,800
369,600
The options issued during the financial year had nil exercise prices and were valued at the share market price on the
grant date. No share-based payment expense was recognised on the expectation of the low probability that vesting
conditions would be met.
68
Page 68
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
22. Auditors’ Remuneration
23.
Share-based payments (continued)
Consolidated
31 Dec 2020
Consolidated
31 Dec 2019
$
17,802
47,830
31,086
96,718
$
16,391
46,598
73,225
136,214
(1) 40,000,000 options will vest upon definition of a JORC Code compliant Mineral Resource of at least 1,000,000 ounces of gold (or
equivalent) on tenement EL06871 at a minimum average grade of 1 gram per tonne of gold (or equivalent).
(2) 20,000,000 options will vest upon completion of a pre-feasibility study and definition of a JORC Code compliant Ore Reserve of
at least 750,000 ounces of gold (or equivalent) on tenement EL06871 at a minimum average grade of 1 gram per tonne of gold
(or equivalent).
(3) 10,000,000 options will vest upon the Company achieving production over two consecutive months which is equal to 80% of the
pro-rated production schedule pursuant to a Definitive Feasibility Study approved by the Board.
(b) Share options outstanding at the end of the year have the following terms and conditions:
31 December 2020
Grant Date
Expiry Date
Exercise
Price $
FV per
security $
Balance at
start of year
30-May-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
15-Feb-17
8-Apr-17
26-May-17
26-May-17
26-May-17
5-Jan-18
5-Jan-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
21-May-19
21-May-19
22-Oct-20
22-Oct-20
22-Oct-20
31-May-20
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
22-May-22
21-Jun-22
21-Jun-22
21-Jun-22
16-Jan-21
16-Jan-21
30-Jun-23
30-Jun-23
3-Jul-23
13-Jul-23
16-Jul-23
16-Jul-23
16-Jul-23
20-Jun-24
20-Jun-24
22-Oct-25
22-Oct-25
22-Oct-25
0.092
0.10
0.15
0.20
0.25
0.15
0.15
0.15
0.15
0.15
0.20
0.94
0.20
0.13
0.1125
0.15
0.13
0.13
0.00
0.00
0.20
0.20
0.15
0.00
0.00
0.00
0.00
0.00
0.036
0.093
0.087
0.082
0.078
0.086
0.086
0.086
0.086
0.064
0.059
0.046
0.038
0.042
0.042
0.039
0.017
0.017
0.031
0.031
0.014
0.014
0.014
0.022
0.022
0.053
0.053
0.053
Number
2,500,000
5,000,000
5,000,000
5,000,000
5,000,000
10,000,000
3,000,000
4,400,000
3,000,000
1,500,000
1,000,000
10,000,000
5,000,000
3,000,000
7,800,000
7,800,000
4,500,000
1,500,000
20,000,000
12,800,000
4,600,000
1,000,000
150,000
56,850,000
15,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
40,000,000
20,000,000
10,000,000
195,900,000
70,000,000
Granted
during the
year
Exercised
during the
year
Number
Number
Forfeited /
expired
during the
year
Number
2,500,000
Balance at
end of the
year
Number
Vested &
exercisable
at end of
the year
Number
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 5,000,000
- 5,000,000
- 5,000,000
- 5,000,000
- 10,000,000
- 3,000,000
- 4,400,000
- 3,000,000
- 1,500,000
- 1,000,000
- 10,000,000
- 5,000,000
- 3,000,000
7,800,000
7,800,000
- 4,500,000
1,500,000
- 20,000,000
12,200,000
4,200,000
1,000,000
150,000
37,350,000
15,500,000
40,000,000
20,000,000
10,000,000
-
19,500,000
-
-
-
-
600,000
400,000
-
-
-
-
-
5,000,000
5,000,000
5,000,000
5,000,000
-
3,000,000
4,400,000
3,000,000
500,000
-
-
-
3,000,000
7,800,000
7,800,000
4,500,000
1,500,000
-
-
1,200,000
1,000,000
75,000
-
2,500,000
-
-
-
23,000,000 242,900,000
60,275,000
Page 69
69
Audit fees - BDO Mozambique
Audit and review fees - KPMG Australia
Tax and legal advisory services fees - KMPG Mozambique
Total remuneration for auditors’ services
23.
Share-based payments
The Group provides benefits to employees (including directors) of the Group in the form of share-based
payment transactions, whereby employees render services in exchange for shares or rights over shares
(‘equity-settled transactions’). The cost of these equity-settled transactions with employees is measured by
reference to the fair value at the date at which they are granted. The fair value is determined by an internal
valuation using a Black-Scholes option pricing model and Monte Carlo methodology as appropriate.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date
reflects (i) the extent to which the vesting period has expired and (ii) the number of options or performance
rights that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on
the best available information at balance date. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions is included in the determination of fair
value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where
vesting is conditional upon a market condition.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is granted,
the cancelled and new award are treated as if they were a modification of the original award.
(a) Option Issue
During the period the Company issued 70,000,000 Zepo options to the vendors of the Stavely-Stawell Project
in Victoria. The following table discloses the number of options issued:
Tranche
Recipient
Number of
Issue Date
Vesting
Expiry Date
Exercise
Total Fair
1
2
3
Project vendors
40,000,000 22/10/2020
Project vendors
20,000,000 22/10/2020
Project vendors
10,000,000 22/10/2020
Options
70,000,000
Date
(1)
(2)
(3)
22/10/2025
22/10/2025
22/10/2025
Price $
Value $
nil
nil
nil
211,200
105,600
52,800
369,600
The options issued during the financial year had nil exercise prices and were valued at the share market price on the
grant date. No share-based payment expense was recognised on the expectation of the low probability that vesting
conditions would be met.
Page 68
Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
23.
Share-based payments (continued)
31 December 2019
Grant Date
Expiry Date
Exercise
Price $
FV per
security $
Balance at
start of year
30-May-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
21-Dec-16
15-Feb-17
8-Apr-17
26-May-17
26-May-17
26-May-17
5-Jan-18
5-Jan-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
21-May-19
21-May-19
31-May-20
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
23-Dec-21
22-May-22
21-Jun-22
21-Jun-22
21-Jun-22
16-Jan-21
16-Jan-21
30-Jun-23
30-Jun-23
3-Jul-23
13-Jul-23
16-Jul-23
16-Jul-23
16-Jul-23
20-Jun-24
20-Jun-24
0.09
0.10
0.15
0.20
0.25
0.15
0.15
0.15
0.15
0.15
0.20
0.94
0.20
0.13
0.1125
0.15
0.13
0.13
0.00
0.00
0.20
0.20
0.15
0.00
0.00
0.036
0.093
0.087
0.082
0.078
0.086
0.086
0.086
0.086
0.064
0.059
0.046
0.038
0.042
0.042
0.039
0.017
0.017
0.031
0.031
0.014
0.014
0.014
0.022
0.022
Number
2,500,000
5,000,000
5,000,000
5,000,000
5,000,000
10,000,000
3,000,000
4,400,000
3,000,000
1,500,000
1,000,000
10,000,000
5,000,000
3,000,000
7,800,000
7,800,000
4,500,000
3,000,000
20,000,000
19,800,000
6,600,000
2,000,000
150,000
Granted
during the
year
Exercised
during the
year
Number
Number
Forfeited /
expired
during the
year
Number
Balance at
end of the
year
Number
Vested &
exercisable
at end of
the year
Number
2,500,000
5,000,000
5,000,000
5,000,000
5,000,000
-
3,000,000
4,400,000
3,000,000
500,000
-
-
-
3,000,000
7,800,000
7,800,000
2,250,000
1,500,000
-
-
2,200,000
-
75,000
-
-
- 2,500,000
- 5,000,000
- 5,000,000
- 5,000,000
- 5,000,000
- 10,000,000
- 3,000,000
- 4,400,000
- 3,000,000
- 1,500,000
- 1,000,000
- 10,000,000
- 5,000,000
- 3,000,000
7,800,000
7,800,000
- 4,500,000
1,500,000 1,500,000
- 20,000,000
12,800,000
7,000,000
2,000,000
4,600,000
1,000,000 1,000,000
150,000
56,850,000
15,500,000
-
16,000,000
50,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
72,850,000
65,500,000
135,050,000
138,350,000
77,500,000 195,900,000
58,025,000
(c)
The expense recognised in profit and loss
The share-based payment expense recognised in profit and loss is $68,525. The expense relating to prior
years share-based payments of $788,027 was reversed into profit and loss in 2019 due to a low probability
of vesting conditions being met.
70
Page 70
Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Notes to the Consolidated Financial Statements (continued)
23.
Share-based payments (continued)
31 December 2019
Grant Date
Expiry Date
Exercise
FV per
Balance at
Granted
Price $
security $
start of year
during the
year
Exercised
during the
year
Forfeited /
expired
during the
year
Balance at
end of the
year
Vested &
exercisable
at end of
the year
Number
Number
Number
Number
Number
Number
30-May-16
31-May-20
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
21-Dec-16
23-Dec-21
15-Feb-17
23-Dec-21
8-Apr-17
22-May-22
26-May-17
21-Jun-22
26-May-17
21-Jun-22
26-May-17
21-Jun-22
27-Jun-18
30-Jun-23
27-Jun-18
30-Jun-23
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
27-Jun-18
3-Jul-23
13-Jul-23
16-Jul-23
16-Jul-23
16-Jul-23
21-May-19
20-Jun-24
21-May-19
20-Jun-24
0.086
10,000,000
0.046
10,000,000
0.09
0.10
0.15
0.20
0.25
0.15
0.15
0.15
0.15
0.15
0.20
0.94
0.20
0.13
0.15
0.13
0.13
0.00
0.00
0.20
0.20
0.15
0.00
0.00
0.036
0.093
0.087
0.082
0.078
0.086
0.086
0.086
0.064
0.059
0.038
0.042
0.042
0.039
0.017
0.017
0.014
0.014
0.014
0.022
0.022
2,500,000
5,000,000
5,000,000
5,000,000
5,000,000
3,000,000
4,400,000
3,000,000
1,500,000
1,000,000
5,000,000
3,000,000
7,800,000
7,800,000
4,500,000
3,000,000
6,600,000
2,000,000
150,000
0.031
20,000,000
0.031
19,800,000
(c)
The expense recognised in profit and loss
5-Jan-18
5-Jan-18
16-Jan-21
0.1125
16-Jan-21
-
-
- 2,500,000
2,500,000
- 5,000,000
5,000,000
- 5,000,000
5,000,000
- 5,000,000
5,000,000
- 5,000,000
5,000,000
- 10,000,000
-
- 3,000,000
3,000,000
- 4,400,000
4,400,000
- 3,000,000
3,000,000
- 1,500,000
500,000
- 1,000,000
- 10,000,000
- 5,000,000
- 3,000,000
3,000,000
-
-
7,800,000
7,800,000
7,800,000
7,800,000
- 4,500,000
2,250,000
1,500,000 1,500,000
1,500,000
- 20,000,000
7,000,000
12,800,000
2,000,000
4,600,000
2,200,000
1,000,000 1,000,000
-
150,000
75,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
72,850,000
65,500,000
16,000,000
56,850,000
50,000,000
15,500,000
135,050,000
138,350,000
77,500,000 195,900,000
58,025,000
The share-based payment expense recognised in profit and loss is $68,525. The expense relating to prior
years share-based payments of $788,027 was reversed into profit and loss in 2019 due to a low probability
of vesting conditions being met.
24. Parent Entity Disclosure
The following table details information related to the parent entity, Battery Minerals Limited, as at
31 December 2020. The information has been prepared on the same basis as the consolidated financial
statements.
Current assets
Non-Current assets
Total assets
Current liabilities
Total liabilities
Contributed equity
Share based payments reserve
Accumulated losses
Total equity
Loss after income tax
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Guarantees
Company
31 Dec 2020
$
6,813,785
12,982,109
19,795,894
271,747
271,747
96,164,978
5,310,133
(81,950,964)
19,524,147
(6,981,502)
-
(6,981,502)
Company
31 Dec 2019
$
3,510,203
5,920,128
9,430,331
248,910
248,910
78,909,275
5,241,608
(74,969,462)
9,181,421
(36,864,911)
-
(36,864,911)
The Parent Company has not entered into any guarantees in relation to the debts of its subsidiaries.
Contingent Liabilities and Contractual Commitments of the Parent
The Parent Company has no commitments to acquire property, plant and equipment and has no contingent
liabilities as at the date of this report.
25.
Commitments and Contingent Liabilities
(a) Exploration and mining licence commitments
With respect to the Group’s mineral property interests in Mozambique, statutory expenditure commitments
specified by the mining legislation are nominal in monetary terms. However, as part of the licence application
and renewal requirements, the Group submits budgeted exploration expenditure. In assessing subsequent
renewal applications, the mining authorities review actual expenditure against budgets previously submitted.
These amounts do not become legal obligations of the Group and actual expenditure does vary depending
on the outcome of the actual activities.
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Annual Report 2020
Notes to the Consolidated Financial Statements (continued)
The following shows the commitments for exploration and mining licences held by the Group:
Within one year
Later than one year but no later than five years
26. Events After the End of the Reporting Period
Consolidated
31 Dec 2020
$
2,207,000
11,939,500
14,146,500
Consolidated
31 Dec 2019
$
707,417
-
707,417
On 25 March 2021 the Company appointed Mr David Flanagan to the role of Executive Chairman from his
previous Non-Executive Chairman role.
On 4 January 2021 the Company appointed Mr Nicholas Jolly as General Manager Exploration.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
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Battery Minerals Limited
Notes to the Consolidated Financial Statements (continued)
Director’s Declaration
The following shows the commitments for exploration and mining licences held by the Group:
Directors’ Declaration
Within one year
Later than one year but no later than five years
26. Events After the End of the Reporting Period
Consolidated
31 Dec 2020
$
2,207,000
11,939,500
14,146,500
Consolidated
31 Dec 2019
$
707,417
-
707,417
On 25 March 2021 the Company appointed Mr David Flanagan to the role of Executive Chairman from his
previous Non-Executive Chairman role.
On 4 January 2021 the Company appointed Mr Nicholas Jolly as General Manager Exploration.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
In the Directors’ opinion:
(a)
the financial statements, comprising the consolidated statement of profit or loss and other comprehensive
income, consolidated statement of financial position, consolidated statement of cash flows, consolidated
statement of changes in equity, and accompanying notes, are in accordance with the Corporations Act 2001,
and:
(i)
(ii)
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
give a true and fair view of the financial position as at 31 December 2020 and of the performance for
the year ended on that date of the consolidated entity; and
(iii)
are in accordance with International Financial Reporting Standards issued by the International
Accounting Standards Board, as stated in note 2 to the financial statements.
(b)
In the Directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its
debts as and when they become due and payable.
The Directors have been given the declaration by the Chairman and the Chief Financial Officer required by
section 295A of the Corporations Act 2001 (Cth).
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on
behalf of the directors by:-
____________________
David Flanagan
Executive Chairman
Perth, Western Australia
25 March 2021
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Annual Report 2020
ASX Additional Information
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Financial Report
is set out below.
1.
Share Capital as at 31 March 2021
The issued capital of the Company is:
• 2,041,273,541 ordinary fully paid shares; and
• 274,484,066 listed options
2. Ordinary shares (ASX Code: BAT)
Top 20 Largest Holders of Listed Ordinary shares as at 31 March 2021
Holder Name
FARJOY PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
KENT BALAS
AVANTI RESOURCES PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
PACIFIC DEVELOPMENT CORPORATION PTY LTD
BNP PARIBAS NOMS PTY LTD
MITCHELL GROUP HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
C & S TONKIN
JOHNSTON CORPORATION PTY LTD
BNP PARIBAS NOMS PTY LTD
SEYMOUR GROUP PTY LTD
GURRAVEMBI INVESTMENTS PTY LTD
SKER HOLDINGS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
BERNE NO 132 NOMINEES PTY LTD
SAS INVESTMENTS PTY LTD
D & CR HICKS
Total held by top 20 registered shareholders
Total issued capital - selected security class(es)
%
Holding
9.76%
199,133,245
6.14%
125,237,179
6.11%
124,759,959
4.93%
100,716,703
4.52%
92,234,104
3.22%
65,761,597
2.94%
60,000,000
2.04%
41,613,860
1.32%
27,044,381
1.27%
25,887,903
1.22%
25,000,000
1.22%
25,000,000
1.16%
23,718,408
1.12%
22,923,434
0.98%
20,000,000
0.83%
17,000,000
0.82%
16,709,872
0.74%
15,098,780
0.73%
15,000,000
0.64%
13,000,000
1,068,339,425
52.34%
2,041,273,541 100.00%
Distribution of Ordinary Shares (ASX Code: BAT) as at 31 March 2021
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
136
63
252
1,788
1,328
3,567
Total Units % Issued Share Capital
8,339
257,367
2,053,770
86,891,892
1,952,062,173
2,041,273,541
0.00%
0.01%
0.10%
4.26%
95.63%
100.00%
Unmarketable parcels of Ordinary Shares
There were 864 holders of less than a marketable parcel of ordinary shares.
74
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Battery Minerals Limited
Top 20 Largest Holders of Listed Ordinary shares as at 31 March 2021
is set out below.
1.
Share Capital as at 31 March 2021
The issued capital of the Company is:
• 2,041,273,541 ordinary fully paid shares; and
• 274,484,066 listed options
2. Ordinary shares (ASX Code: BAT)
Holder Name
FARJOY PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
KENT BALAS
AVANTI RESOURCES PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
PACIFIC DEVELOPMENT CORPORATION PTY LTD
BNP PARIBAS NOMS PTY LTD
MITCHELL GROUP HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
C & S TONKIN
JOHNSTON CORPORATION PTY LTD
BNP PARIBAS NOMS PTY LTD
SEYMOUR GROUP PTY LTD
GURRAVEMBI INVESTMENTS PTY LTD
SKER HOLDINGS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
BERNE NO 132 NOMINEES PTY LTD
SAS INVESTMENTS PTY LTD
D & CR HICKS
Holding
%
199,133,245
125,237,179
124,759,959
100,716,703
92,234,104
65,761,597
60,000,000
41,613,860
27,044,381
25,887,903
25,000,000
25,000,000
23,718,408
22,923,434
20,000,000
17,000,000
16,709,872
15,098,780
15,000,000
13,000,000
9.76%
6.14%
6.11%
4.93%
4.52%
3.22%
2.94%
2.04%
1.32%
1.27%
1.22%
1.22%
1.16%
1.12%
0.98%
0.83%
0.82%
0.74%
0.73%
0.64%
Total held by top 20 registered shareholders
Total issued capital - selected security class(es)
1,068,339,425
52.34%
2,041,273,541 100.00%
Distribution of Ordinary Shares (ASX Code: BAT) as at 31 March 2021
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
Total Units % Issued Share Capital
136
63
252
1,788
1,328
3,567
8,339
257,367
2,053,770
86,891,892
1,952,062,173
2,041,273,541
0.00%
0.01%
0.10%
4.26%
95.63%
100.00%
Unmarketable parcels of Ordinary Shares
There were 864 holders of less than a marketable parcel of ordinary shares.
ASX Additional Information
ASX Additional Information (continued)
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Financial Report
3.
Listed Options (ASX Code: BATO)
Top 20 Largest Holders of Listed Options at 31 March 2021
Holder Name
FARJOY PTY LTD
D M MIDDLETON PTY LTD
ANDREW MARK WILMOT SETON
SEYMOUR GROUP PTY LTD
PACIFIC DEVELOPMENT CORPORATION PTY LTD
RESOURCE & LAND MANAGEMENT SERVICES PTY LTD
1
2
3
4
5
6
7 MR STEPHEN BERNARD PEART
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
8
SKER HOLDINGS PTY LTD
9
10 MR STAN TADEUZ BRZEZOWSKI
11
12 CRANPORT PTY LTD
13 CS FOURTH NOMINEES PTY LIMITED
14 UURO PTY LTD
15 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
16 MR GABOR JAKAB
17 CITICORP NOMINEES PTY LIMITED
18
19 MR DAVID WILLIAMS &MR JOHN WILLIAMS
20 MR ANTHONY GEORGE WARD
JOHNSTON CORPORATION PTY LTD
IGNITION CAPITAL NO2 PTY LTD
Total held by top 20 registered option holders
Total issued capital - selected security class(es)
%
Holding
18.82%
51,666,667
7.29%
20,000,000
7.17%
19,670,615
3.64%
10,000,000
3.64%
10,000,000
3.37%
9,249,999
2.91%
8,000,000
2.33%
6,390,040
2.28%
6,249,999
2.22%
6,089,999
2.00%
5,499,999
1.33%
3,639,022
1.32%
3,624,994
1.09%
3,000,000
0.91%
2,500,000
0.91%
2,500,000
0.91%
2,485,000
0.82%
2,250,000
0.73%
2,000,000
0.73%
2,000,000
176,816,334
64.42%
274,484,066 100.00%
Distribution of Listed Options (ASX Code: BATO)
Holding Ranges
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - 9,999,999,999
Totals
Holders
-
-
2
130
214
346
Total Units % Issued Share Capital
-
-
18,756
7,606,536
266,858,774
274,484,066
-
-
0.01%
2.77%
97.22%
100.00%
Unmarketable parcels of Listed Options (ASX Code: BATO)
There were 99 holders of less than a marketable parcel of listed options.
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Annual Report 2020
ASX Additional Information (continued)
4.
Voting Rights
All ordinary shares fully paid have the same voting rights of one vote per ordinary shares fully paid. See also
the Company’s Constitution for further details.
Listed Options, unlisted incentive options and performance rights have no voting rights.
5.
Unquoted Securities as at 31 March 2021
Number
5,000,000
26,900,000
5,000,000
5,000,000
3,000,000
5,000,000
10,000,000
1,000,000
20,000,000
6,000,000
70,000,000
ESOP
1,000,000
500,000
500,000
200,000
75,000
3,000,000
75,000
12,200,000
15,500,000
37,350,000
Class
Unquoted options ($0.10, 23 Dec 2021)
Unquoted options ($0.15, 23 Dec 2021)
Unquoted options ($0.20, 23 Dec 2021)
Unquoted options ($0.25, 23 Dec 2021)
Unquoted options ($0.13, 21 June 2022)
Unquoted options ($0.20, 21 June 2022)
Unquoted options ($0.094, 21 June 2022)
Unquoted options ($0.20, 22 May 2022
Unquoted ZEPO Options expiring 03/07/2023 NIL EXERCISE subject to
performance milestones
Unquoted Sign-on Options ($0.13, 30 June 2023)
Unquoted ZEPO Options expiring 22/10/2025 NIL EXERCISE subject to
performance milestones outlined in the Notice of AGM for the 13 May 2020
AGM relating to the acquisition of Gippsland Prospecting Pty Ltd
Unquoted Options expiring 16/07/2023 @ $0.20 – vested
Unquoted Options expiring 16/07/2023 @ $0.20 - vested
Unquoted Options expiring 16/07/2023 @ $0.20 - vested
Unquoted Options 16/07/2023 @ $0.20 - vested
Unquoted Options expiring 16/07/2023 @ $0.15 - vested
Unquoted Options expiring 16/07/2023 @ $0.20 - vest on Montepuez
commercial production
Unquoted Options expiring 16/07/2023 @ $0.15 - Vest on Montepuez
commercial production
Unquoted ZEPO Options expiring 13/07/2023 NIL EXERCISE subject to
performance milestones
Unquoted ZEPO Options expiring 20/06/2024 NIL EXERCISE subject to
performance milestones.
Unquoted ZEPO Options expiring 20/06/2024 NIL EXERCISE subject to
performance milestones
6.
Substantial shareholder notices received as at 31 March 2021
Name
FARJOY PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
KENT BALAS
Number of Shares
199,133,245
125,237,179
124,759,959
% Holding
9.76%
6.14%
6.11%
76
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Battery Minerals Limited
ASX Additional Information (continued)
ASX Additional Information (continued)
4.
Voting Rights
7.
Restricted Securities Subject to Escrow as at 31 March 2021
There are no shares subject to escrow.
All ordinary shares fully paid have the same voting rights of one vote per ordinary shares fully paid. See also
the Company’s Constitution for further details.
Listed Options, unlisted incentive options and performance rights have no voting rights.
8. On-market buy back
5.
Unquoted Securities as at 31 March 2021
Number
Class
5,000,000
Unquoted options ($0.10, 23 Dec 2021)
26,900,000
Unquoted options ($0.15, 23 Dec 2021)
5,000,000
Unquoted options ($0.20, 23 Dec 2021)
5,000,000
Unquoted options ($0.25, 23 Dec 2021)
3,000,000
Unquoted options ($0.13, 21 June 2022)
5,000,000
Unquoted options ($0.20, 21 June 2022)
10,000,000
Unquoted options ($0.094, 21 June 2022)
1,000,000
Unquoted options ($0.20, 22 May 2022
20,000,000
Unquoted ZEPO Options expiring 03/07/2023 NIL EXERCISE subject to
performance milestones
6,000,000
Unquoted Sign-on Options ($0.13, 30 June 2023)
70,000,000
Unquoted ZEPO Options expiring 22/10/2025 NIL EXERCISE subject to
performance milestones outlined in the Notice of AGM for the 13 May 2020
AGM relating to the acquisition of Gippsland Prospecting Pty Ltd
ESOP
500,000
500,000
200,000
1,000,000
Unquoted Options expiring 16/07/2023 @ $0.20 – vested
Unquoted Options expiring 16/07/2023 @ $0.20 - vested
Unquoted Options expiring 16/07/2023 @ $0.20 - vested
Unquoted Options 16/07/2023 @ $0.20 - vested
75,000
Unquoted Options expiring 16/07/2023 @ $0.15 - vested
3,000,000
Unquoted Options expiring 16/07/2023 @ $0.20 - vest on Montepuez
75,000
Unquoted Options expiring 16/07/2023 @ $0.15 - Vest on Montepuez
commercial production
commercial production
performance milestones
performance milestones.
performance milestones
12,200,000
Unquoted ZEPO Options expiring 13/07/2023 NIL EXERCISE subject to
15,500,000
Unquoted ZEPO Options expiring 20/06/2024 NIL EXERCISE subject to
37,350,000
Unquoted ZEPO Options expiring 20/06/2024 NIL EXERCISE subject to
6.
Substantial shareholder notices received as at 31 March 2021
Name
FARJOY PTY LTD
KENT BALAS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
Number of Shares
% Holding
199,133,245
125,237,179
124,759,959
9.76%
6.14%
6.11%
There is currently no on-market buyback program for any of Battery Minerals Limited’s listed securities.
9.
Group cash and assets
In accordance with Listing Rule 4.10.19, the Group confirms that it has been using the cash and assets for
the year ended 31 December 2021 consistent with its business objective and strategy.
10. Tenure
See Operations Overview
11. Competent Persons Statement
See Operations Overview
Important Notice
This Report does not constitute an offer to acquire or sell or a solicitation of an offer to sell or purchase any securities in any
jurisdiction. In particular, this ASX Announcement does not constitute an offer, solicitation or sale to any U.S. person or in the
United States or any state or jurisdiction in which such an offer, tender offer, solicitation or sale would be unlawful. The
securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as
amended (the “Securities Act”), and neither such securities nor any interest or participation therein may not be offered, or
sold, pledged or otherwise transferred, directly or indirectly, in the United States or to any U.S. person absent registration or
an available exemption from, or a transaction not subject to, registration under the United States Securities Act of 1933.
Forward Looking Statements
Statements and material contained in this document, particularly those regarding possible or assumed future performance,
resources or potential growth of Battery Minerals Limited, industry growth or other trend projections are, or may be, forward
looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks
and uncertainties. Such forecasts and information are not a guarantee of future performance and involve unknown risk and
uncertainties, as well as other factors, many of which are beyond the control of Battery Minerals Limited. Information in this
presentation has already been reported to the ASX.
All references to future production and production & shipping targets and port access made in relation to Battery Minerals are
subject to the completion of all necessary feasibility studies, permit applications, construction, financing arrangements, port
access and execution of infrastructure-related agreements. Where such a reference is made, it should be read subject to this
paragraph and in conjunction with further information about the Mineral Resources and Ore Reserves, as well as the relevant
competent persons' statements.
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www.batteryminerals.com