and its Controlled Entities
ABN 75 152 071 095
Annual Report
31 December 2021
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Table of Contents
Corporate Information
Review of Operations
Directors’ Report
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
Notes to the Consolidated Financial Statements
Directors’ Declaration
Auditor’s Independence Declaration
Independent Auditor’s Report
ASX Additional Information
1
2
11
28
29
30
31
32
63
64
65
70
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Corporate Information
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 Australian Dollars (AUD$).
A description of the Group’s operations and its principal activities is included in the Review of Operations on pages 2 to 10
and the Directors’ Report on pages 11 and 12. The Directors’ report is not part of the financial report.
Directors
Mr David Flanagan
Non-Executive Chairman
Mr Peter Duerden
Managing Director
Mr Jeff Dowling
Non-Executive Director
Dr Darryl Clark
Non-Executive Director
Company Secretary
Mr Tony Walsh
Registered Office
Ground Floor, 10 Ord Street
West Perth WA 6005
Website
https://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 Geer
Exchange Tower
Level 27, 2 The Esplanade
Perth WA 6831
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 5, 191 St Georges Terrace
Perth WA 6000
T: 1300 288 664
Page 1
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
BATTERY MINERALS DEVELOPMENT STRATEGY
Battery Minerals Limited (ASX: BAT) (“Battery Minerals” or “the Company”) is pleased to report on its activities
during 2021.
This year was a pivotal one for the Company, with the acceleration of a strategy transitioning from Mozambique
graphite developer into Australian focused copper-gold explorer.
The Company is completing the sale of the Montepuez and Balama Graphite Projects to Tirupati Graphite (TGR:
LSE or ‘Tirupati’) for $12.5 million in cash and shares. The deal provides exposure to the graphite market via
Tirupati’s rapidly expanding production profile, being 84,000tpa by 2024 which equates to 5-7% of current global
demand (TGR: LSE 24 January 2021).
In Australia, the Company’s exploration activities were focused in western Victoria at the Stavely-Stawell Project,
where recent advances in geological knowledge and several nearby discoveries have upgraded the regions
prospectivity for copper, gold and nickel.
Exploration activity included 212 aircore drill holes for 9,971m, satellite-borne alteration mapping and 3,840-
line kilometers of Falcon® airborne gravity which have greatly aided the definition and ranking of targets suitable
for follow-up bed rock drill testing.
The Australian exploration portfolio was enhanced via the purchase of the Russells Project in the East Kimberley
region of Western Australia, considered prospective for sediment/basalt hosted copper and magmatic nickel-
copper-cobalt mineralisation (e.g. Savannah Ni-Cu-Co Mine, PAN:ASX).
The Russells Project includes several near-term discovery opportunities for the Company, comprising multiple
drill targets characterized by strong surface copper anomalism, up to 30% in rock chips and VTEM conductors.
In particular, the Olympio Target (formerly Epithermal) represents a high-quality discovery opportunity where
a zone of high conductivity (650m long at 100m depth) appears coincident with a concealed, likely structurally
thickened portion of the prospective target stratigraphy.
STAVELY-STAWELL PROJECT: COPPER-GOLD (EL6871, BAT 100%)
The Stavely-Stawell Project comprises a single exploration licence (EL6871) covering a 65km strike of the Stawell
Gold Corridor and northern extents of the Stavely-Dryden Belt in western Victoria.
Exploration Rationale
This large project is considered highly prospective for orogenic-style gold, as evidenced by the nearby
multimillion ounce Stawell Gold Mine (Stawell Gold Mines Pty Ltd) and VMS/porphyry copper-gold
mineralisation, given the emerging along strike discoveries within the Stavely Volcanics.
Foundation datasets have been developed based on available geological, geophysical, geochemical and historic
drilling datasets along with the collection of additional geochemical data (surface and AC drilling), gravity and
satellite spectral imagery to aid in target identification and ranking.
Page 2
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Figure 1: Stavely-Stawell Project regional location map
Aircore Drilling
Multiple programs of aircore drilling included 212 aircore drill holes for 9,971m. The ongoing shallow aircore
drilling activity is designed to identify geochemical anomalism to aid the ranking of targets for follow-up bedrock
drilling.
Highlights of the shallow drilling include:
•
•
Identification of >800m zone of gold anomalism at the Frying Pan Prospect (ASX: BAT 29 July 2021)
-
-
6m at 0.72 g/t Au from 18m (21BATAC062)
9m at 0.11 g/t Au from 9m (21BATAC036)
Identification of >1,600m zone of gold anomalism at the Nine Mile Prospect (ASX: BAT 25 Oct 2021)
-
-
-
4m at 0.48 g/t Au from 41m (21BATAC091)
12m at 0.13 g/t Au from 3m (21BATAC100)
15m at 0.14 g/t Au from 8m (21BATAC147)
Page 3
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Airborne Gravity Gradiometer Surveying
To aid the development of a lithostratigraphic and structural framework for the project area, 3,840-line
kilometers of Falcon® Airborne Gravity data was acquired along 200-metre spaced flight lines. Follow-up
surveying was completed in early 2022 with the data to be integrated along with high resolution magnetics and
geological mapping into a 3D geological framework for the area.
Figure 2: Stavely-Stawell Project planned and completed AC drilling over RTP magnetic imagery
RUSSELLS PROJECT: COPPER-NICKEL (E80/4944, E80/5116, E80/5347, E80/5348, BAT 100%)
The Russells Project comprises three granted exploration licences (E80/4944, E80/5116, E80/5347) and one
application (E80/5348), covering 258km2 of the Halls Creek Mobile Zone within the East Kimberley region of
Western Australia.
Exploration Rationale
The area includes widespread zones of strong surface copper anomalism, up to 30% in rock chips, with the
company currently planning a high impact drilling program targeting recently identified strong VTEM
conductors.
Page 4
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Historic exploration data indicates potential for Michigan-style (basalt-host) and sediment-hosted copper within
the Red Rock and Olympio Formations in the project area. Several VTEM targets occur within structurally
thickened zones of the target stratigraphy and are considered high quality discovery opportunities. In addition,
upcoming drilling activity will test several magmatic nickel-copper-cobalt-PGE targets (e.g. Savannah Ni-Cu-Co
Mine, PAN:ASX).
Figure 3: Russells Project regional location map
VTEM Surveying (Target Definition)
Battery Minerals completed a helicopter-borne versatile time-domain electromagnetic (VTEM) survey over 8km
of prospective stratigraphy within the central portion of the project area.
EM, magnetic, and digital elevation data was acquired along NW-SE orientated and 100m spaced survey flight
lines for a total of approximately 510 survey line kilometres.
VTEM data has been processed, with preliminary modelling completed by Resource Potentials Pty Ltd defining
several EM conductors for follow-up drill testing. In particular, the Olympio Target (formerly Epithermal)
represents a high-quality discovery opportunity where a zone of high conductivity (650m long at 100m depth)
appears coincident with a concealed, likely structurally thickened portion of the prospective target stratigraphy.
Page 5
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Rockchip Geochemistry (Target Definition)
A total of 84 surface rock chip samples were taken during field visits in 2021 and the assay results of another 13
samples collected during the previous reporting period were received (Figure 4). All samples were analysed by
ALS in Perth for multi-elements, including Cu, Au and Ag. The best results included 9.42% Cu (sample RP13646),
37.8 ppm Ag (21BATSS5016) and 0.19 g/t Au (21BATSS5016).
Figure 4: Russells Project Target Summary with rockchip geochemistry, RTP magnetics, preliminary VTEM
results
Page 6
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
MOZAMBIQUE PROJECTS: GRAPHITE (8770C, 10031C, 8555, 8609, BAT 100%)
Sale Agreement with Tirupati Graphite (TGR:LSE)
On 17 August 2021, Battery Minerals announced it had entered into agreements, together with its subsidiary
Rovuma Resources Limited ("Rovuma"), to sell its Mozambique graphite assets, through the sale of all the shares
in its subsidiary Suni Resources SA, to the London Stock Exchange listed company, Tirupati Graphite plc (TGR:LSE)
for a total aggregate consideration of $12.5 million in cash and shares (ASX: BAT 17 August 2021).
Subject to all necessary Mozambique government approvals, the Company expects to complete the transaction
in the first half of 2022.
Transaction Rationale
•
•
Battery Minerals will receive Tirupati ordinary shares valued at $11 million and cash of $1.5 million
Tirupati is:
-
-
-
-
-
-
active and experienced in Africa and in project execution being the only graphite producer listed
on the LSE and is fully integrated across the entire graphite value chain;
a natural owner of projects like the two Mozambican graphite projects;
listed on the standard segment of the LSE main board with a market capitalization of ~$183
million and has sourced approximately $39 million in expansion funding primarily from UK
investors with continued strong share liquidity;
a company with a strong history and heritage and are specialists in graphite having developed
market leading and proven design, engineering, development and marketing capabilities in the
graphite industry over the last 40 years, which Battery Minerals will get an exposure to;
an operating cashflow positive producer at Sahamamy in Madagascar and imminently also from
Vatomina, is planning to increase production to 84,000tpa of high-quality flake graphite
concentrate by 2024;
a globally cost competitive fully integrated graphite producer and well placed to seize market
opportunities, having recently announced development of aluminium-graphene composite,
which has the potential to provide significant exposure to hi-tech industries including
communications, aerospace as well as E-mobility as a lighter weight copper equivalent
conducting material.
•
•
•
Through its shareholding in Tirupati Graphite, Battery Minerals will maintain a free carried exposure
to the two Mozambican graphite projects and add exposure to Tirupati Graphite’s other production
and development assets
Through its shareholding Battery Minerals shall also gain exposure to graphene and graphene based
advanced materials being developed by Tirupati Graphite
This transaction is advantageous for Mozambique and the local communities.
Page 7
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Background Tirupati
Tirupati Graphite Plc is a revenue-generative, multi-asset, multi-jurisdictional, fully integrated producer and
developer of high-grade natural flake graphite, specialty graphite and graphene, which captures the entire value
chain. With a unique set of properties, graphite has diverse applications with multiple growth streams and
graphene forms the new generation of 2D materials. In support of this, Tirupati Graphite places a special
emphasis on "green" applications, including renewable energy generation, energy storage and composites, and
is committed to ensuring its operations are sustainable as well.
Tirupati Graphite's operations include primary mining and processing in Madagascar, where Tirupati Graphite
operates two key projects, Sahamamy and Vatomina; 3,000 tpa in production plus 9,000 tpa coming into
commercial production imminently, of high-quality flake graphite concentrate with up to 96% purity is currently
being produced and sold to customers globally, and this is planned to increase to 84,000 tpa by 2024 as per
Tirupati Graphite's modular medium-term development plan.
In India, through Tirupati Specialty Graphite Private Limited ('TSG'), with whom Tirupati Graphite has a binding
acquisition agreement, subject to regulatory approvals, Tirupati Graphite processes and produces specialty
graphite for use in hi-tech applications like lithium-ion batteries, fire retardants and composites. Its specialty
graphite processing operations include the 1,200 tpa Patalganga Project, which was commissioned in July 2019
to manufacture and sell CARBOFLAMEX®, a trademarked fire-retardant expandable graphite product. TSG is
further developing a 30,000 tpa specialty graphite project in two equal size modules and has developed unique
green processing technologies for manufacturing these advanced materials under
its medium-term
development plan and has flexibility to increase capacities further to capitalize on foreseeable market
opportunities.
TSG has also established and continues to develop the Tirupati Graphene and Mintech Research Centre, a state-
of-the-art R&D centre focused on manufacturing graphene, developing its applications and advanced materials
using graphene, and further providing environmentally friendly technologies consultancy for mineral processing.
Balama Central Mining Licence Granted
Battery Minerals submitted a mining concession application for its Balama Central graphite project in late June
2019. The application reduced the footprint of the exploration license to minimise the impact on local
communities.
In November 2021, the Mozambican Government awarded the Mining Licence for the Balama Central graphite
project for production of 50,000tpa of graphite concentrate (BAT ASX 10 November 2021).
CORPORATE
During the December 2021 Quarter, the Company completed a placement for $2.7M. The funds raised will be
used to fund the company’s Australian exploration activities at the Stavely-Stawell Project in Victoria and
Russells Project in Western Australia.
As of 31 December 2021, the Company had cash and liquid assets of $3.9M. The Company continues to reduce
overhead costs as it pivots from African graphite developer to an Australian focused copper-gold explorer.
Battery Minerals announced board changes on 19 November 2021, with the addition of Mr Peter Duerden as
Managing Director and David Flanagan moving from Executive to Non-Executive Chairman. Mr Duerden joined
the Company on 10 January 2022 (BAT: ASX 19 November 2022).
Page 8
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
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 has 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 our corporate social responsibilities. The Company 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 de-carbonise our business
in a measured, proportionate and sustainable manner.
Health and Safety
Battery Minerals aspires to minimise the harm caused by workplace hazards whilst both achieving operational
excellence and fulfilling our corporate social responsibilities. The Company 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 our corporate social responsibilities.
During the year, Battery Minerals continued the identification of key community groups and stakeholders within
its project areas to ensure that all its activities are conducted in a manner that meets all relevant statutory
legislation and represents best practice.
Governance
Battery Minerals and its board are committed to achieving and demonstrating the highest standards of
corporate governance. The Company has reviewed its corporate governance practices against the Corporate
Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council.
The 2022 Corporate Governance Statement was approved by the Board on 17 March 2022 and is current as at
17 March 2022. The group’s current corporate governance practices are set out in the Group’s Corporate
Governance Statement which can be viewed at www.batteryminerals.com.
Page 9
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Review of Operations
Tenement Summary as at 31 December 2021
1. TENEMENTS HELD
Tenement
Reference
8770C
10031C
8555
8609
EL6871
E80/4944
E80/5116
E80/5347
E80/5348
Location
Nature of interest
Mozambique
Mozambique
Mozambique
Mozambique
Mining Licence Granted
Mining Concession Granted
Exploration License Granted
Exploration License Granted
Victoria, Australia
Exploration License Granted
WA, Australia
Exploration License Granted
WA, Australia
WA, Australia
Exploration License Granted
Exploration License Granted
WA, Australia
Exploration License Pending
Interest at
beginning of
Year
100%
100%
100%
100%
100%
-
-
-
-
Interest at end
of Year
100% Note 1
100% Note 1
100% Note 2
100% Note 2
100%
100%
100%
100%
100%
Note 1: These tenements are the subject to the Sale Agreement with Tirupati Graphite announced on 17 August 2021. The Balama Central graphite project
was awarded its mining concession during the period.
Note 2: 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: Nil
3. BENEFICIAL % INTERESTS HELD IN FARM-IN OR FARM-OUT AGREEMENTS: Nil
4. BENEFICIAL % INTERESTS HELD IN FARM-IN OR FARM-OUT AGREEMENTS ACQUIRED/DISPOSED: Nil
Page 10
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
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 2021.
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
Peter Duerden
Jeff Dowling
Darryl Clark
Dividends
Position
Non-Executive Chairman
Executive Chairman
Non-Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Appointed
10 January 2022
25 March 2021
1 July 2019
10 January 2022
25 January 2018
22 October 2020
Resigned
-
10 January 2022
25 March 2021
-
-
-
No dividends were paid during the financial year (31 December 2020: Nil).
Principal Activities
Battery Minerals Limited, an ASX listed company (ASX:BAT) is a diversified minerals exploration company dedicated to
exploring for and developing mineral deposits. During the year, the Company negotiated the sale of its two graphite
projects Montepuez and Balama located in Mozambique as well as acquiring the Russells Copper Project in the Kimberley
region of Western Australia and continued to explore the Stavely-Stawell Gold Project in western Victoria, Australia.
Review of Operations
a. Group Overview
In August 2021, the Company negotiated the sale of its Montepuez and Balama Graphite Projects in Mozambique and
intellectual property to Tirupati Graphite plc for $11.0 million in shares in Tirupati Graphite plc (Tirupati) and $1.5 million
in cash respectively.
In June 2021, the Company acquired the Russell Copper Project in the Kimberley region of WA.
The Group incurred a loss for the period of $6,109,524 (2020: $6,546,835) which included exploration and evaluation costs
of $2,635,759 (2020: $191,819) and care and maintenance costs on the Mozambique graphite projects of $1,119,338. The
exploration and evaluation costs relate to the Australian projects and these costs are expensed as incurred in the early
stages of the project life except for acquisition costs which are capitalised. The Victorian project was acquired in October
2020 and the WA project in June 2021 resulting in the higher exploration expense in the current year due to the ongoing
exploration programs at these projects. In prior periods the Mozambican mine development and exploration expenditure
relating to the Montepuez and Balama graphite projects has been capitalised and fully impaired. In the current period, the
decision was made to expense the ongoing holding costs in relation to these projects as care and maintenance expense.
Page 11
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
b. Highlights & Significant Changes in State of Affairs
In August 2021, the Company announced that it had entered into agreements, together with its subsidiary Rovuma
Resources Limited, to sell its Mozambique graphite assets and intellectual property, through the sale of all of the shares
and debt in its subsidiary Suni Resources SA, to the London Stock Exchange listed company, Tirupati Graphite plc for a total
aggregate consideration of $12.5M. Cash consideration of $1.5M and share consideration of $11M will be received once all
conditions precedent are met. The share consideration will be issued at £1.03 per share and will comprise 2,833,644 Tirupati
shares at completion date and 2,833,644 Tirupati shares 8 months after the completion date, with these shares being
escrowed for 8 months and 20 months respectively. The ultimate value of the share consideration received will be
dependent upon the AUD/GBP exchange rate and the market value of the Tirupati shares upon the date of issue of the
shares.
During the last quarter of 2021 the mining licence for the Company’s Balama Central graphite project was granted subject
to certain standard mining licence conditions similar to the Company’s Montepuez graphite project’s mining licence,
including the lodgement of a US$1.2m financial guarantee (Balama Central Performance Bond).
Completion of the transaction is subject to a number of conditions precedent including Mozambique government approvals
for which the lodgement of the Balama Central Performance Bond may be a pre-condition. Battery Minerals shareholder
approval for the transaction was received on 30 September 2021. The conditions precedent must be satisfied prior to 29
April 2022. As at the date of this report, all required documentation for government approval has been lodged with the
relevant Mozambique Government departments and meetings have been held between Battery Minerals and Tirupati
representatives and the relevant Mozambique Government officials. Further details in regard to the transaction are
included in the ASX Announcement dated 17 August 2021.
In June 2021, the Company acquired the Russell Copper Project near Halls Creek in WA’s Kimberley region via the purchase
of Tremjones Pty Ltd from the shareholder of that company, iCopper Pty Ltd, a syndicate in which Indigenous Kimberley
residents are 47% shareholders. Upon signing of the Sale Agreement, Battery paid $100,000 in cash and issued $1M in
ordinary shares at an issue price of 10% discount to the five-day VWAP on the date of signing the Sale Agreement
(61,553,992 shares). In order to retain the tenements, within 12 months of the completion date of 25 June 2021, Battery
must pay another $1.25M in cash or, subject to shareholder approval, issue $1.25M in ordinary shares at an issue price of
10% discount to the five-day VWAP on the 12-month anniversary of the date of the Sale Agreement. The Company will
issue an additional $0.25M in ordinary shares on the grant and transfer of E80/5348 at an issue price of 10% discount to
the five-day VWAP on the date of signing the Sale Agreement (15,388,498 shares).
In December 2021, the Company successfully completed a share placement raising $2.68M to fund the Company’s ongoing
Australian exploration and administrative activities.
Likely Developments and Expected Results
The Company intends to continue to actively explore its Stavely-Stawell Project in Western Victoria and its Russell Copper
Project in the Kimberley region of WA.
In addition, the Company is expecting to complete the sale of its Mozambique Graphite Projects and intellectual property
subject to Mozambican government approval.
The Group’s long-term strategic objective is to explore and develop its projects, ensure all activities are carried out in a
transparent, sustainable and responsible way and contribute to the well-being of local communities, in addition to
increasing shareholders’ value.
Page 12
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Risk Management
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, Victoria and WA. 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 organisation’s activities on the
environment. There have been no known material breaches by the Group during the year.
COVID-19
During the reporting period, the Company has continued to see macro-economic uncertainty as a result of the COVID-19
(coronavirus) outbreak including 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 10 January 2022, Mr Peter Duerden commenced as Managing Director of the Company. Mr David Flanagan reverted to
the role of Non-Executive Chairman from his previous Executive Chairman role.
On 2 March 2022, the Company issued a total of 170,000,000 unlisted zero exercise price options subject to certain time-
based and performance hurdles expiring on 31 January 2027. The options were issued to the Company’s directors following
shareholder approval obtained at the General Meeting held on 28 February 2022.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
Page 13
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Information on Directors
Mr David Flanagan
Qualifications
Experience
Current Directorships
Former Directorships in last 3
years
Mr Jeff Dowling
Qualifications
Experience
Current Directorships
Former directorships in last 3
years
Dr Darryl Clark
Qualifications
Experience
Current Directorships
Former directorships in last 3
years
Non-Executive Chairman (appointed 10 January 2022)
Executive Chairman (appointed 25 March 2021 – resigned 10 January 2022)
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.
Non-Executive Director, MACA Limited (appointed 30 September 2021)
Non-Executive Chairman, CZR Resources Limited (resigned 10 September 2021)
Non-Executive Director, Magmatic Resources Limited (resigned 4 February 2021).
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.
Jeff is a proficient corporate leader with 38 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
Nil.
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 27 years. His responsibilities over the last 18 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.
Nil.
Non-Executive Director, Peako Ltd (resigned 20 September 2021)
Non-Executive Director, Xanadu Mines Ltd (resigned 28 November 2019)
Page 14
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Information on Directors (continued)
Mr Peter Duerden
Qualifications
Experience
Current Directorships
Former directorships in last 3
years
Director Meetings
Managing Director (appointed 10 January 2022)
BSc Hons (EconGeo), M (EconGeo), RPGeo
Peter has over 20 years’ experience in the mining and exploration industry working across a wide
range of commodities and deposit styles. He has held Managing Director roles for Magmatic
Resources Limited and Sky Metals Limited along with senior management positions within successful
exploration teams at Newcrest Mining Limited and Alkane Resources Limited. Mr Duerden holds a
Masters of Economic Geology and is a Registered Professional Geoscientist (RPGeo) and member of
the AIG.
Nil.
Magmatic Resources Limited (resigned 17 December 2021)
Sky Metals Limited (resigned 4 December 2019)
The number of Directors’ meetings and number of meetings attended by each of the Directors of the Group during the year
is as follows:
Director
Mr David Flanagan
Mr Jeff Dowling
Dr Darryl Clark
Number of Meetings Eligible
to Attend
Number of Meetings
attended
10
10
10
10
10
9
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.
Company Secretary
Mr Tony Walsh was appointed as Company Secretary on 17 February 2017. Tony 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) and Great Western Exploration
Limited (ASX:GTE). 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.
Page 15
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Financial Performance and Financial Position
Financial Performance / Position
Cash and cash equivalents
Net assets
Loss for the period
Loss per share (cents)
31-Dec-21
$
3,914,463
18,795,108
(6,109,524)
(0.294)
31-Dec-20
$
7,303,942
20,789,576
(6,546,835)
(0.458)
Change
%
-46.4%
-9.6%
-6.7%
-35.8%
The net assets of the Group have decreased from $20,789,576 as at 31 December 2020 to $18,795,108 as at 31 December
2021 predominantly due to the loss for the year partially offset by a capital raising. The Group’s working capital (current
assets less current liabilities) has decreased from $7,117,153 as at 31 December 2020 to $2,238,304 as at 31 December
2021, due to the lower cash balance, higher payables balance and the recognition of a finance liability on deferred
consideration payable in regard to the purchase of the Russell Copper Project during the period.
Shares under Options
Unissued ordinary shares of Battery Minerals Limited under options as at 31 December 2021 are summarised as follows:
Directors (current)
Directors (former)
Employees (current)
Employee (former)
Project Acquisition
Shareholders (listed options, ASX:BATO)
Non-Vested
40,500,000
5,000,000
39,200,000
9,675,000
70,000,000
-
9,500,000
4,500,000
500,000
1,775,000
-
274,484,066
Vested
Total
50,000,000
9,500,000
39,700,000
11,450,000
70,000,000
274,484,066
455,134,066
164,375,000
290,759,066
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 25 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 25 to the financial statements do not compromise the external auditor’s independence.
Page 16
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
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.
Audited Remuneration Report
This report for the year ended 31 December 2021 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
Jeff Dowling
Darryl Clark
Peter Duerden
KMP
Tony Walsh
Nicholas Jolly
Position
Non-Executive Chairman
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Managing Director
Appointed
10 January 2022
25 March 2021
1 July 2019
25 January 2018
22 October 2020
10 January 2022
Resigned
-
10 January 2022
25 March 2021
-
-
-
Position
Company Secretary
General Manager Exploration
Appointed
17 February 2017
4 January 2021
Resigned
-
5 November 2021
Page 17
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
A Principles Used to Determine the Nature and Amount of Remuneration
(i)
Board Oversight
For 2021, 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 Managing Director;
Review of the Managing Director’s performance, at least annually, including setting the Managing Director’s
goals for the coming year and reviewing progress in achieving those goals;
The recommendations of the Managing Director 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
the directors. Non
determined independently to the fees of non
Executive Directors reflect the demands which are made on, and the responsibilities of,
Executive Directors’ fees and payments are reviewed annually by the Board. The Chair’s fees are
executive directors based on comparative roles in the external market.
‑
‑
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 and other performance milestones.
‑
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.
Page 18
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
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.
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 and other performance milestones.
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
In March 2021 Mr Flanagan took up the role of Executive Chairman from his previous Non-Executive Chairman role.
Between January 2021 and November 2021, the Company employed a General Manager Exploration with specific
focus on the Company’s exploration assets.
Subsequent to the end of the period, on 10 January 2022 the Company employed Mr Peter Duerden in the full-time
role of Managing Director. On the same date Mr Flanagan stepped down from his Executive Chairman role to take
up the role of Non-Executive Chairman.
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.
Page 19
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
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.
Performance Based Remuneration - Equity Incentives Scheme
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.
Options issued to Non-Executive Directors have vesting conditions based on continuous service with the Company
and other performance milestones.
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.
Page 20
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
v)
vi)
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.
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 2021 are
summarised in the table below:
Fixed Remuneration
$
Short- term employee benefits
31 December 2021
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
Sub-total
Executive director
David Flanagan
Sub-total
Key Management Personnel (KMP)
Tony Walsh
Nicholas Jolly – resigned 5/11/21
Sub-total
Total Directors and KMP
compensation (Group)
68,906(1)
45,558
45,558
160,022
124,919
124,919
150,000
180,343
330,343
615,284
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,546
4,442
4,442
15,430
12,278
12,278
-
16,478
16,478
44,186
-
28,925
-
28,925
-
-
47,835
-
47,835
76,760
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75,452
78,925
50,000
204,377
137,197
137,197
197,835
196,821
394,656
736,230
0%
37%
0%
17%
0%
0%
24%
0%
12%
10%
The above table includes values for share based payments (options) at their fair value.
(1)
During the period Mr Flanagan was remunerated for additional time worked over and above the role of Non-executive chairman.
Page 21
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
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.
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 2021.
Name
Non-Executive
Term of
Agreement
Base Salary including
Superannuation
Termination Benefit (2)
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
$50,000
Nil. Subject to re-election by shareholders.
Nil. Subject to re-election by shareholders
Nil. Subject to re-election by shareholders
(1)
(2)
Chairman fees were increased from $85,000 per annum to $180,000 per annum effective 25 March 2021 upon the change of role from Non-
Executive Chairman to Executive Chairman and then reduced to $85,000 effective 10 January 2022 upon the change back to Non-Executive.
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.
Page 22
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
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 Nicholas Jolly, General Manager Exploration (appointed 4 January 2021, resigned 5 November 2021)
• Base Remuneration - $220,000 inclusive of superannuation.
•
Termination – one months’ notice.
D Share-based Compensation
Options
A total of 24,000,000 options in two equal tranches were issued to Key Management Personal as remuneration during the
financial year with the conditions as shown below:
Date Options
Granted
Tony Walsh (T1)
Tony Walsh (T2)
Nicholas Jolly (T1) (1)
Nicholas Jolly (T2) (1)
23-Mar-21
23-Mar-21
23-Mar-21
23-Mar-21
Number of
Options
Granted
2,000,000
2,000,000
10,000,000
10,000,000
24,000,000
Vesting Date
Expiry Date
23-Mar-22
23-Mar-23
23-Mar-22
23-Mar-23
31-Mar-26
31-Mar-26
31-Mar-26
31-Mar-26
Exercise
Price
$
0.04
0.055
0.04
0.055
Value per option
at grant date $
Total Fair
Value $
%
vested
%
forfeited
0.0215
0.0207
0.0215
0.0207
43,093
41,385
215,465
206,926
506,869
0%
0%
0%
0%
0%
0%
100%
100%
(1) Options were forfeited upon resignation and the corresponding value was reversed through profit and loss.
Page 23
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
The following options have been granted in previous years. All options unvested at 31 December 2021 may also
have an impact on future year’s remuneration. The expense related to the options issued to Mr Flanagan and
Mr Walsh has been reversed in prior years. Conditions are shown below:
Date Options
Granted
21-May-19
21-May-19
21-May-19
27-Jun-18
27-Jun-18
27-Jun-18
26-May-17
David Flanagan
Jeff Dowling
Tony Walsh
David Flanagan
Jeff Dowling
Tony Walsh
David Flanagan
Vesting
Date
Number of
Options
Granted
8,000,000 Various (1)
7,500,000 Various (2)
10,000,000 Various (3)
20,000,000 Various (4)
4,500,000 Various (5)
4,000,000 Various (6)
10,000,000 Various (7)
64,000,000
Expiry Date
Exercise
Price
20-Jun-24
20-Jun-24
20-Jun-24
3-Jul-23
30-Jun-23
13-Jul-23
21-Jun-22
nil
nil
nil
Nil
0.13
nil
0.094
Value per
option at
grant date $
0.022
0.022
0.022
0.031
0.0166
0.031
0.0456
Total Fair Value
$
%
vested
%
forfeited
176,000
165,000
220,000
465,000
74,861
124,000
455,638
1,680,499
0%
66%
0%
0%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
(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.
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.
(3)
(4) Option vesting conditions are linked to commencement of commercial production being 25% linked to Montepuez project stage 1, 50% linked
to Montepuez project stage 2 and 25% linked to Balama project stage 1.
50% of options vested upon 12 months and 50% vested upon 24 months of continuous service.
(5)
(6) Option vesting conditions are linked to commencement of commercial production being 50% linked to Montepuez project stage 1 and 50%
linked to Montepuez project stage 2.
(7) Options will vest upon the Company’s Montepuez project achieving sales agreements and a commercial rate of production as agreed by the
board.
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.
Shares
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 24
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration Report (continued)
31 December 2021
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
KMP
Tony Walsh
Nicholas
resigned 5/11/21)
Total
Jolly
(appointed 4/1/21,
6,997,492
2,681,818
9,363,636
1,250,000
-
20,292,946
-
-
-
-
-
-
-
-
450,000(1)
6,997,492
2,681,818
9,813,636
-
1,250,000
-
450,000
-
20,742,946
(1)
Shares acquired on market.
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
2021
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
Nicholas Jolly
59,425,000
12,550,000
-
-
-
-
15,875,000
4,000,000
-
20,000,000
Total
87,850,000
24,000,000
-
-
-
-
-
-
-
-
-
-
-
-
(20,000,000)(1)
39,425,000
1,425,000
38,000,000
-
-
12,550,000
10,050,000
2,500,000
-
-
-
(1,500,000)(1)
(20,000,000)(2)
18,375,000
375,000
18,000,000
-
-
-
(41,500,000)
70,350,000
11,850,000
58,500,000
(1) Options expired unexercised on 23 December 2021.
(2) Options were issued in April 2021 and forfeited upon resignation in November 2021.
(3)
Includes listed options issued under the Placement approved on 21 May 2019.
Page 25
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Report (continued)
Audited Remuneration 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 2021.
There were no other transactions with key management personnel during the year ended 31 December 2021.
-End of the Audited Remuneration Report-
Adoption of Key Management Personnel Remuneration Report
At the 2021 annual general meeting, Battery Minerals received more than 97% of votes for the adoption of the
remuneration report for the 2020 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.
Competent Person’s Statement
Australian Projects
The information in this announcement that relates to Exploration Targets, Exploration Results or Mineral Resources is based
on information compiled by Mr Peter Duerden who is a Registered Professional Geoscientist (RPGeo) and member of the
Australian Institute of Geoscientists. Mr Duerden 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 Duerden consents to the inclusion in the announcement of the matters based on his information in the form
and context in which it appears.
Mozambique Projects
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 26
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
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 64 for the year ended 31 December 2021.
This report is made in accordance with a resolution of the Directors.
____________________________
Peter Duerden
Managing Director
Perth, Western Australia
22 March 2022
Page 27
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2021
Note
Consolidated
31-Dec-21
Consolidated
31-Dec-20
Other Income
Gain on sale of assets
Net foreign exchange gain
Corporate and administrative costs
Personnel costs
Exploration and evaluation costs
Share based payment expense
Net foreign exchange loss
Impairment of mine development and exploration
Care and maintenance expenses
Other expenses
Operating loss
Interest income
Loss before tax
Income tax expense
Loss from continuing operations
Loss for the period
20,26(c)
13,14
4
5
Other comprehensive income/(loss):
Items that will be reclassified subsequently to profit or
loss:
Exchange difference on
operations
Total comprehensive loss for the period
translation of
foreign
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
$
-
273
39,959
(670,431)
(980,955)
(2,635,759)
(148,521)
-
-
(1,119,338)
(698,939)
(6,213,711)
104,187
(6,109,524)
-
(6,109,524)
$
117,500
364
-
(486,464)
(1,081,335)
(191,819)
(68,525)
(145,272)
(4,142,346)
-
(745,055)
(6,742,952)
196,117
(6,546,835)
-
(6,546,835)
(6,109,524)
(6,546,835)
321,997
(5,787,527)
(892,382)
(7,439,217)
(6,109,524)
(6,546,835)
(5,787,527)
(7,439,217)
(0.294)
(0.294)
(0.458)
(0.458)
The above consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
Page 28
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Consolidated Statement of Financial Position
As at 31 December 2021
ASSETS
Current Assets
Cash and cash equivalents
Other receivables
Total Current Assets
Non-Current Assets
Other debtors
Property, plant and equipment
Intangible assets
Right-of-use Asset
Exploration & evaluation expenditure
Mine development expenditure
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Provisions
Finance Liability
Lease liabilities
Total Current Liabilities
Non-Current Liabilities
Lease liabilities
Total Non-Current Liabilities
Total Liabilities
NET ASSETS
EQUITY
Issued Capital
Reserves
Accumulated Losses
TOTAL EQUITY
Note
Consolidated
31-Dec-21
$
Consolidated
31-Dec-20
$
8
9
9
10
11
12
13
14
15
16
17
18
18
19
20
21
3,914,463
256,792
4,171,255
1,498,609
172,072
4,866
190,542
14,799,160
-
16,665,249
20,836,504
580,204
72,312
1,193,090
87,345
1,932,951
108,445
108,445
2,041,396
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
18,795,108
20,789,576
99,809,516
(1,063,836)
(79,950,572)
18,795,108
96,164,978
3,304,428
(78,679,830)
20,789,576
The above consolidated statement of financial position is to be read in conjunction with the accompanying notes.
Page 29
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Consolidated Statement of Cash Flows
For the year ended 31 December 2021
Note
Consolidated
31-Dec-21
$
Consolidated
31-Dec-20
$
Cash flows from operating activities
Payments to suppliers and employees
Payments for exploration and evaluation
Payments for care and maintenance
Net interest received
Net cash outflow from operating activities
22
Cash flows from investing activities
Net proceeds from sale of assets
Payments made for property, plant and equipment and intangibles
Payments to acquire entity (including costs)
Payments for security deposits
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
(2,190,014)
(2,493,639)
(1,119,338)
69,822
(5,733,169)
273
(71,689)
(121,445)
(14,497)
-
-
-
(207,358)
2,683,949
(172,990)
2,510,959
(3,429,568)
7,303,942
40,089
3,914,463
(2,194,348)
(104,914)
-
196,117
(2,103,145)
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
The above consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
Page 30
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Consolidated Statement of Changes in Equity
For the year ended 31 December 2021
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
-
-
-
17,255,703
-
17,255,703
-
-
-
-
68,525
68,525
-
(6,546,835)
(6,546,835)
(892,382)
-
(892,382)
(892,382)
(6,546,835)
(7,439,217)
-
-
-
-
-
-
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
Consolidated for the year ended 31
December 2021
Issued Capital
$
Share based
payment
reserve
Foreign currency
translation
reserve
$
Accumulated
losses
$
Total
$
Balance at 1 January 2021
96,164,978
5,310,133
(2,005,705)
(78,679,830)
20,789,576
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
Lapse of options during the period
Transfer of prior year lapsed options
Total transactions with owners of
Battery Minerals Limited
-
-
-
-
-
-
-
(6,109,524)
(6,109,524)
321,997
-
321,997
321,997
(6,109,524)
(5,787,527)
3,644,538
-
-
-
-
148,521
(2,625,289)
(2,213,493)
3,644,538
(4,690,261)
-
-
-
-
-
-
-
2,625,289
2,213,493
3,644,538
148,521
-
-
4,838,782
3,793,059
Balance at 31 December 2021
99,809,516
619,872
(1,683,708)
(79,950,572)
18,795,108
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
Page 31
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
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
to as the ‘Group’). The Group is primarily involved in exploration and evaluation 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 22 March 2022.
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 2021 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.
As at 31 December 2021, the consolidated entity has net assets of $18,795,108 (2020: $20,789,576). During the
financial year the consolidated entity had cash outflows from operating activities of $5,733,169 (2020: $2,103,145)
and cash outflows from investing activities of $207,358 (2020: $456,334 inflow). The consolidated entity has
expenditure commitments as set out in Note 28.
Page 32
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
2. Basis of Accounting (continued)
The ability of the Group to continue as a going concern is principally dependent upon the ability of the Company to
raise capital from equity and debt markets and managing cashflow in line with available funds. The Group will need
to raise additional funds to meet expenditure commitments for its Victorian and Western Australian exploration
assets and to support its current level of corporate overheads to continue as a going concern. The Directors will
continue their focus on maintaining an appropriate level of corporate overheads in line with available cash resources.
On 17 August 2021, the Company entered into agreements to sell its Mozambique graphite assets, through the sale
of all the shares in its subsidiary Suni Resources SA, to the London Stock Exchange listed company, Tirupati Graphite
plc (TGR: LSE) for a total aggregate consideration of $12.5 million in cash ($1.5 million) and shares ($11 million).
Subject to all necessary Mozambique government approvals, the Company expects to complete the transaction in
the first half of 2022. Proceeds from the sale will finance the Company’s exploration and corporate expenditures.
Based on the cash flow forecasts, and other factors referred to above, the Directors are satisfied that the going
concern basis of preparation is appropriate. Given the Company’s history of raising capital to date, the Directors are
confident of the Company’s ability to raise additional funds as and when they are required, should the need arise.
However, the completion of any potential capital raise will be dependent on investor support, shareholder
participation and prevailing capital market volatility. If the Group is not successful in securing sufficient funds either
through capital raise or sale of Mozambique graphite projects, there is a material uncertainty that may cast
significant doubt on whether the Group is able to continue as a going concern and as to whether the Group will be
able to realise its assets in the normal course of business and at amounts stated in the financial statements. The
financial statements do not include any adjustments relating to the recoverability and classification of asset carrying
amounts or to the amount and classification of liabilities that might result should the Group be unable to continue
as a going concern and meet its debts as and when they fall due.
C. Foreign Currency Translation
Functional and presentation currency
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.
Page 33
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
Foreign Operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition,
are translated into the 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.
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.
Page 34
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
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 13 and 14.
G. Changes in Accounting Policy
In the year ended 31 December 2021, the Group has reviewed all of 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.
Page 35
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
H. Standards issued not yet effective
Title of standard
Nature of change
Impact
Mandatory
application date/
Date adopted by
company
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
AASB 2020-6
Amendments to
Australian
Accounting
Standards –
Classification of
Liabilities as
Current or Non-
current – Deferral
of Effective Date
AASB 2021-2
Amendments to
Australian
Accounting
Standards –
Disclosure of
Accounting
Policies and
Definition of
Accounting
Estimates
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).
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
AASB 2017-5 defers the mandatory effective date of
to AASB 10 Consolidated Financial
amendments
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.
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 2023,
there will be no material impact on the
financial statements.
Annual reporting
periods beginning
on or after 1
January 2023
AASB 2020-6 defers the mandatory effective date of
amendments that were originally made in AASB 2020-1 so
that the amendments are required to be applied for
annual reporting periods beginning on or after 1 January
2023 instead of 1 January 2022.
In November 2021, the IASB published the Exposure Draft
Non-current Liabilities with Covenants to propose
IAS 1 Presentation of Financial
amendments
Statements. The amendments specify that compliance
with conditions after the reporting period would not affect
whether the liability is classified as current or non-current.
to
AASB 2021-2 amendments provide a definition of and
clarifications on accounting estimates and clarify the
concept of materiality in the context of disclosure of
accounting policies.
When these amendments are first adopted
for the year ending 31 December 2023,
there will be no material impact on the
financial statements.
Annual reporting
periods beginning
on or after 1
January 2023
Page 36
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
2.
Basis of Accounting (continued)
H. Standards issued not yet effective (continued)
Title of standard
Nature of change
Impact
Mandatory
application date/
Date adopted by
company
Amendments
particularly in relation to:
to
existing
accounting
standards,
AASB 1 Presentation of Financial Statements - 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 Business Combinations – to update a reference to
the Conceptual Framework for Financial Reporting
without changing the accounting requirements for
business combinations.
AASB 9 Financial Instruments – 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 Property, Plant and Equipment – 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.
The amendments narrow the scope of the
initial
recognition exemption so that it does not apply to
transactions that give rise to equal and offsetting
temporary differences and clarify that the exemption does
not apply
leases and
to
decommissioning obligations.
transactions
such as
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
When these amendments are first adopted
for the year ending 31 December 2023,
there will be no material impact on the
financial statements.
Annual reporting
periods beginning
on or after 1
January 2023
AASB 2020-3
Amendments to
Australian
Accounting
Standards –
Annual
Improvements
2018-2020 and
Other
Amendments
AASB 2021-5
Amendments to
Australian
Accounting
Standards –
Deferred Tax
related to Assets
and Liabilities
arising from a
Single Transaction
All other pending Standards issued between the previous financial report and the current reporting dates have no
application to the Group.
Page 37
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
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.
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.
Segment Reporting
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 2021
Interest revenue
Mozambique
$
100,645
Australia
$
Total
$
3,542
104,187
Other segment income
-
273
273
Net foreign exchange gain/(loss)
(747)
40,706
39,959
Corporate and administration overhead
Exploration and evaluation costs
Care and maintenance costs
Total segment expenses
(187,836)
-
(1,119,338)
(1,307,174)
(2,311,010)
(2,635,759)
-
(4,946,769)
(2,498,846)
(2,635,759)
(1,119,338)
(6,253,943)
Reportable segment loss
(1,207,276)
(4,902,248)
(6,109,524)
Segment Assets
Cash
Exploration and evaluation
Other (1)
Total segment assets
Mozambique
$
31,033
-
1,709,617
1,740,650
Australia
$
3,883,430
14,799,160
413,264
19,095,854
Total
$
3,914,463
14,799,160
2,122,881
20,836,504
(1) Other assets of the reporting segment “Mozambique” includes a non-current receivable representing a mine performance bond of $1,498,609
held with Nedbank (formerly Unico Bank). The term deposit backing the bond earns interest which is paid quarterly.
Segment Liabilities
Creditors and other payables
Finance liability
Lease liability
Total segment liabilities
Mozambique
$
(87,562)
-
-
(87,562)
Australia
$
(564,954)
(1,193,090)
(195,790)
(1,953,834)
Total
$
(652,516)
(1,193,090)
(195,790)
(2,041,396)
Page 38
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
3.
Segment Reporting (continued)
Capital Expenditure during the year
Exploration and evaluation
Plant & equipment and intangible assets
Total capital expenditure
Mozambique
$
20,154
-
20,154
Australia
$
2,556,406
79,238
2,635,644
Total
$
2,576,560
79,238
2,655,798
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 $1,209,805
held with Nedbank (formerly 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)
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
Page 39
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
4. Other Expenses
Office and administrative expenses
Depreciation
IT consultants and website
Subscriptions
Loan write-off
Provision for VAT receivable
Total other expenses
5.
Income Tax
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
350,396
196,467
101,549
50,527
-
-
698,939
229,325
147,523
85,996
49,691
107,021
125,499
745,055
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 40
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
5.
Income Tax (continued)
(a)
Income tax expense
Current tax
Deferred tax
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
-
-
-
-
-
-
(b)
Reconciliation of income tax expense to prima facie tax
payable:
Loss before income tax
(6,109,524)
(6,546,835)
Prima facie income tax at 30% (30% in 2020 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)
(1,832,857)
(19,537)
67,031
-
1,785,363
-
(1,964,050)
(30,648)
808,540
40,868
1,145,290
-
(c)
Unrecognised deferred tax assets arising on timing
difference and losses
Carried forward tax losses – Australia
Carried forward tax losses – foreign operations
Other
Total
8,949,488
4,421,921
(275,018)
13,096,391
5,705,265
3,385,391
(5,028)
9,085,628
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.
Page 41
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
6. Earnings per Share (continued)
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 2021
(6,109,524)
Consolidated
31 Dec 2020
(6,546,835)
(0.294)
(0.458)
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
2,077,953,236
1,430,886,671
2,077,953,236
1,430,886,671
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 2021
$
3,914,463
3,914,463
Consolidated
31 Dec 2020
$
7,303,942
7,303,942
Cash at bank and on hand earns interest at floating rates based on daily bank rates. Refer to Note 23(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.
Current
Prepaid expenses
GST receivable
Other receivables
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
75,518
36,709
144,565
256,792
62,989
32,126
75,056
170,171
Page 42
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
9. Other Receivables (continued)
Non-Current
Other receivables (1)
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
1,498,609
1,498,609
1,209,805
1,209,805
(1)
The non-current other receivable is the mine performance bond for MZN 69.5 million kept on deposit with Nedbank (formerly Unico Bank) in
Mozambique. The movement during the period is as a result of foreign currency translation.
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 14).
Plant and equipment at cost
Accumulated depreciation
Net carrying amount
Consolidated
31 Dec 2021
$
679,090
(507,018)
172,072
Consolidated
31 Dec 2020
$
512,891
(355,519)
157,372
Page 43
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
10. Property, Plant and Equipment (continued)
Movements in carrying amounts
Balance at beginning of the year
Additions during the year
Depreciation expense
Foreign currency translation movement
Net carrying amount at the end of the year
11.
Intangible Assets
Consolidated
31 Dec 2021
$
157,372
79,238
(79,707)
15,169
172,072
Consolidated
31 Dec 2020
$
287,869
-
(85,227)
(45,270)
157,372
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.
Software at cost
Accumulated depreciation
Net carrying amount
Movements in carrying amounts
Balance at beginning of the year
Additions during the year
Depreciation expense
12. Right-of-use Asset
Buildings – Right-of-use
Accumulated depreciation
Net carrying amount
Consolidated
31 Dec 2021
$
186,905
(182,039)
4,866
Consolidated
31 Dec 2020
$
186,905
(124,413)
62,492
Consolidated
31 Dec 2021
$
62,492
-
(57,626)
4,866
Consolidated
31 Dec 2020
$
124,788
-
(62,296)
62,492
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
250,148
(59,606)
190,542
-
-
-
Additions to the right-of-use assets during the year were $250,148.
The Group leases buildings for its offices in Perth, WA and Stawell, Victoria under agreements of between two and
three years with options to extend. The leases have various escalation clauses. On renewal, the terms of the leases
are renegotiated.
The Group leases office equipment under agreements of less than three years. These leases are either short-term
or low-value, so have been expensed as incurred and not capitalised as right-of-use assets.
Page 44
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
13.
Exploration and Evaluation Expenditure
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.
Acquisition
In June 2021, Battery Minerals acquired the Russell Copper Project near Halls Creek in WA’s Kimberley region via the
purchase of Tremjones Pty Ltd from the shareholder of that company, iCopper Pty Ltd, a syndicate in which
Indigenous Kimberley residents are 47% shareholders.
Upon signing of the Sale Agreement, Battery paid $100,000 in cash and issued $1M in ordinary shares to the vendor.
A total of 61,553,992 shares were issued at a price of 10% discount to the five-day VWAP on the date of signing the
Sale Agreement, being 1.6246 cents per share. The shares had a fair value of 1.8 cents each for a total of $1.108M
on the date of issue. In order to retain the tenements, within 12 months of the completion date of 25 June 2021,
Battery must pay another $1.25M in cash or, subject to shareholder approval, issue $1.25M in ordinary shares at an
issue price of 10% discount to the five-day VWAP on the 12-month anniversary of the date of the Sale Agreement.
The Company will also issue an additional $0.25M in ordinary shares on the grant and transfer of E80/5348 at an
issue price of 10% discount to the five-day VWAP on the date of signing the Sale Agreement (15,388,498 shares).
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)
Impairment (2)
Foreign currency translation movement
Closing exploration and evaluation net carrying amount
N
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
14,799,160
12,242,754
12,242,754
2,556,406
-
-
-
14,799,160
-
12,242,754
20,087
(20,087)
-
12,242,754
(1) Costs capitalised relate to the Balama Central Project in Mozambique.
(2) The carrying amount of exploration and evaluation expenditure attributable to the Balama Central Project has been fully impaired.
Page 45
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
13. Exploration and Evaluation Expenditure (continued)
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
determined that the Balama Central Project was 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 14).
14. 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 and 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.
N
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
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
Research and development tax refund received
Impairment
Foreign currency translation movement
Closing mine development net carrying amount
-
-
-
-
-
-
-
-
-
3,000,000
1,730,742
(513,290)
(95,193)
(4,122,259)
-
-
Assessment of Impairment
The Group assesses whether there are indicators that assets, or groups of assets, may be subject to impairment or
impairment reversal 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 were previously identified as
impairment indicators and accordingly, the Montepuez Graphite Project was fully impaired as at 31 December 2020.
The Group has assessed that as at 31 December 2021 this impairment continues to remain appropriate and that no
reversal is required.
Page 46
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
14. Mine Development Expenditure (continued)
In August 2021, the Company announced that it had entered into agreements, together with its subsidiary Rovuma
Resources Limited, to sell its Mozambique graphite assets and intellectual property, through the sale of all of the
shares and debt in its subsidiary Suni Resources SA, to the London Stock Exchange listed company, Tirupati Graphite
plc for a total aggregate consideration of $12.5M. Cash consideration of $1.5M and share consideration of $11M will
be received once all conditions precedent are met. The share consideration will be issued at £1.03 per share and will
comprise 2,833,644 Tirupati shares at completion date and 2,833,644 Tirupati shares 8 months after the completion
date, with these shares being escrowed for 8 months and 20 months respectively. The ultimate value of the share
consideration received will be dependent upon the AUD/GBP exchange rate and the market value of the Tirupati
shares upon the date of issue of the shares.
During the last quarter of 2021 the mining licence for the Company’s Balama Central graphite project was granted
subject to certain standard mining licence conditions similar to the Company’s Montepuez graphite project’s mining
licence, including the lodgement of a US$1.2m financial guarantee (Balama Central Performance Bond).
Completion of the transaction is subject to a number of conditions precedent including Mozambique government
approvals for which the lodgement of the Balama Central Performance Bond may be a pre-condition. Battery
Minerals shareholder approval for the transaction was received on 30 September 2021. The conditions precedent
must be satisfied prior to 29 April 2022. Further details in regard to the transaction are included in the ASX
Announcement dated 17 August 2021.
As at the date of this report, all required documentation for government approval has been lodged with the relevant
Mozambique Government departments and meetings have been held between Battery Minerals and Tirupati
representatives and the relevant Mozambique Government officials. The Company continues to carry the
Mozambique assets at nil value until all conditions precedent have been met, including Mozambique Government
approval. Until Mozambique Government approval is received, there remains a level of material uncertainty
surrounding completion of the transaction.
15. 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
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
357,994
222,210
580,204
183,928
59,711
243,639
Page 47
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
16. Provisions
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.
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
17. Finance liability
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
72,312
72,312
113,321
39,837
(80,846)
72,312
113,321
113,321
161,022
109,761
(157,462)
113,321
On 22 June 2021, Battery Minerals announced that it had agreed to acquire the Russell Copper Project near Halls
Creek in WA’s Kimberley region via the purchase of Tremjones Pty Ltd from the shareholder of that company,
iCopper Pty Ltd. Upon signing of the Sale Agreement, Battery paid $100,000 in cash and issued $1M in ordinary
shares to the vendor. A total of 61,553,992 shares were issued at a price of 10% discount to the five-day VWAP on
the date of signing the Sale Agreement, being 1.6246 cents per share. The shares had a fair value of 1.8 cents each
for a total of $1.108M on the date of issue.
In order to retain the tenements, within 12 months of the completion date of 25 June 2021, Battery must pay another
$1.25M in cash or, subject to shareholder approval, issue $1.25M in ordinary shares at an issue price of 10% discount
to the five-day VWAP on the 12-month anniversary of the date of the Sale Agreement (deferred consideration). The
net present value of the deferred consideration has been recognised as a finance liability as at reporting date.
18. Lease liabilities
Lease liabilities - current
Lease liabilities – non-current
Net carrying amount
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
87,345
108,445
195,790
-
-
-
The Company leases office premises. The weighted average lessee’s incremental borrowing rate applied to these
lease liabilities recognised in the statement of financial position at the date of inception is 5%. The lease liabilities
recognised at inception of each of the leases were $214,976 and $35,171 respectively.
Page 48
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
19. Issued Capital
Ordinary shares are classified as equity.
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
2021
01-Jan-2021
25-Jun-2021
16-Sep-2021
06-Dec-2021
24-Dec-2021
Opening Balance
Share issue – Tremjones acquisition
Share issue – Landholder access fee
Share issue – Landholder access fee
Share issue – Share Placement
Less: Share issue costs
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 2021
$
99,809,516
Consolidated
31 Dec 2020
$
96,164,978
99,809,516
96,164,978
No. of Shares
2,041,273,541
61,553,992
Issue
Price
-
$0.018
375,000 $0.0145
$0.013
266,666
$0.011
243,995,372
-
2,347,464,571
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 $
96,164,978
1,107,972
5,437
3,467
2,683,949
(156,287)
99,809,516
Amount $
78,909,275
11,423,460
5,500,000
744,000
(411,757)
96,164,978
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 20 and Note 26.
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.
Page 49
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
20. 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.
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 2021
$
Consolidated
31 Dec 2020
$
(1,683,708)
619,872
(1,063,836)
(2,005,705)
5,310,133
3,304,428
(1)
Share based payment reserve comprises options issued as share-based payments. Refer to Note 26 for more details.
Movements in share-based payments reserve
2021
01-Jan-21
Details
Opening Balance
Options expired(1)
Options forfeited(2)
Options issued (3)
Vesting expense of prior years’ options
Transfer expired option expense to retained
earnings
No. of
Options
242,900,000
(57,500,000)
(40,750,000)
36,000,000
-
-
Amount $
5,310,133
(2,625,289)
-
119,595
28,926
(2,213,493)
31-Dec-21
Balance at end of year
180,650,000
619,872
(1) Vested and unvested options expired unexercised.
(2) Unvested options forfeited upon resignation of employees.
(3) Options issued to employees and consultants in two tranches as follows:
• Tranche 1 – 18,000 000 options, exercisable at 4 cents each, expiring 31 March 2026 and vesting one year from grant date subject to
continuing employment with the Company.
• Tranche 1 – 18,000 000 options, exercisable at 5.5 cents each, expiring 31 March 2026 and vesting two years from grant date subject to
continuing employment with the Company.
Page 50
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
20. Reserves (continued)
Movements in share-based payments reserve
2020
01-Jan-20
Details
Opening Balance
Options expired
Options forfeited(1)
Options issued for Gippsland acquisition(2)
Vesting expense of prior years’ options
31-Dec-20
Balance at end of year
No. of
Options
195,900,000
(2,500,000)
(20,500,000)
70,000,000
-
242,900,000
Amount $
5,241,608
-
-
-
68,525
5,310,133
(1) Unvested options forfeited upon resignation of employees.
(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.
21. Accumulated Losses
Movement in accumulated losses
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
Balance at beginning of the year
Transfer of expired option expense from share-based
payments reserve
Loss attributable to the owners of Battery Minerals Limited
Balance at end of the year
(78,679,830)
4,838,782
(6,109,524)
(79,950,572)
(72,132,995)
-
(6,546,835)
(78,679,830)
Page 51
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
22. 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
Share- based payments
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
Consolidated
31 Dec 2021
$
Consolidated
31 Dec 2020
$
(6,109,524)
(6,546,835)
196,467
-
-
148,521
(42,572)
(72,123)
146,062
147,523
4,142,346
107,021
68,525
(71,409)
66,818
(17,134)
Net cash outflow from operating activities
(5,733,169)
(2,103,145)
23. Financial Risk Management
Financial Risk Management
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).
(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).
Page 52
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
23. Financial Risk Management (continued)
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 2021
$
Consolidated
31 Dec 2020
$
544,924
544,924
988,229
988,229
-
-
-
-
The following conversion rates were used at the end of the financial year:
• USD/AUD
0.72678
(2020: 0.77009)
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 2021 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 2021
$
(49,539)
60,547
Consolidated
31 Dec 2020
$
(89,839)
109,803
A hypothetical change of 10% in exchange rates was 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 (2020: 10%).
(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 2021, the Group had interest-bearing
assets in the form of cash and cash equivalents of $3,914,463 (2020: $7,303,942) and a mine performance bond of
$1,498,609 (2020: $1,209,805). 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.
Page 53
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
23. Financial Risk Management (continued)
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 2021
$
43,305
(43,305)
Consolidated
31 Dec 2020
$
68,110
(68,110)
The weighted average interest rate received on cash, cash equivalents and mine performance bond of the Group is
2.51% (2020: 2.25%)
(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 2021
$
Consolidated
31 Dec 2020
$
3,914,463
256,792
1,498,609
5,669,864
7,303,942
170,171
1,209,805
8,683,918
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 2021
$
Consolidated
31 Dec 2020
$
3,883,666
1,529,403
256,795
5,669,864
6,760,563
1,753,183
170,172
8,683,918
(1)
Includes mine performance bond of MZN69.5 million (A$1.49 million equivalent) (2020: MZN69.5 million (A$1.2 million equivalent)) held
with Nedbank (formerly Unico Bank) in Mozambique.
Page 54
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
23.
Financial Risk Management (continued)
(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
$
32,737
32,737
48,904
48,904
1-3 months,
$
569,161
569,161
228,730
228,730
3months -
1 year
$
50,618
50,618
No set
date of
repayment
-
-
79,326
79,326
-
-
Total
$
652,516
652,516
356,960
356,960
2021
Trade creditors & other payables
2020
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.
Due to the nature of the Group’s activities, being mineral exploration and evaluation, 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 2021
$
Consolidated
31 Dec 2020
$
3,914,463
256,792
(580,204)
(72,312)
3,518,739
7,303,942
170,171
(243,639)
(113,321)
7,117,153
Page 55
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
24. 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
2021
% Equity
31 December
2020
Tremjones Pty Ltd (1)
Gippsland Prospecting Pty Ltd
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 (2)
Rio Mazowe Limited
Suni Resources SA
Niassa Gold SA
Goldcrest Resources SA
Afriminas Minerais Limitada
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Mauritius
Mauritius
Mauritius
Mauritius
Mauritius
Mozambique
Mozambique
Mozambique
Mozambique
(1)
The Company acquired 100% of the shares in Tremjones Pty Ltd on 22 June 2021.
(2) Wound up and de-registered during the period.
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
100
Page 56
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
24.
Related Party Disclosures (continued)
(a)
Key Management Personnel
The following persons were directors of Battery Minerals Limited during the financial year:
Director
Position
Appointed
Resigned
David Flanagan
Non-Executive Chairman
Jeff Dowling
Darryl Clark
Executive Chairman
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
10 January 2022
25 March 2021
1 July 2019
25 January 2018
22 October 2020
-
10 January 2022
25 March 2021
-
-
(b)
Other key management personnel
Name
Tony Walsh
Nicholas Jolly
Position
Company Secretary
General Manager Exploration
Appointed
17 February 2017
4 January 2021
Resigned
-
5 November 2021
(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 2021
$
615,284
76,760
44,186
736,230
Consolidated
31 Dec 2020
$
337,721
68,525
19,444
425,690
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
26).
Page 57
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
25. 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
26. Share-based payments
Consolidated
31 Dec 2021
$
17,575
58,349
-
75,924
Consolidated
31 Dec 2020
$
17,802
47,830
31,086
96,718
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 or 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 36,000,000 options to employees and consultants of the Company. The
following table discloses the number of options issued:
Total
Fair
Value $
0.04 387,837
0.055 372,467
Tranche
Recipient
Number of
Options
Issue Date
Vesting
Date
Expiry Date Exercise
Price $
1
2
Employees/consultants 18,000,000 06/04/2021 23/3/2022
Employees/consultants 18,000,000 06/04/2021 23/3/2023
31/03/2026
31/03/2026
36,000,000
760,304
On 20 January 2022 a total of 26,000,000 of the above options were cancelled due to them having lapsed unvested
upon resignation of the employees.
Page 58
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
26.
Share-based payments (continued)
(b) Share options outstanding at the end of the year have the following terms and conditions:
31 December 2021
Grant Date
Expiry Date
Exercise
Price $
FV per
security $
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Number
Number
Number
Forfeited /
expired
during the
year
Number
Balance at
end of the
year
Number
Vested &
exercisable at
end of the
year
Number
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
23-Mar-21
23-Mar-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
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
31-Mar-26
31-Mar-26
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
0.04
0.055
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
0.0215
0.0207
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,000,000
18,000,000
242,900,000
36,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,800,000
7,800,000
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
-
-
- 4,500,000
1,500,000
- 20,000,000
10,800,000
4,200,000
1,000,000
150,000
24,000,000
15,500,000
40,000,000
20,000,000
10,000,000
5,000,000
5,000,000
-
13,350,000
-
-
-
-
13,000,000
13,000,000
1,400,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
-
-
4,500,000
1,500,000
-
-
1,200,000
1,000,000
75,000
-
5,000,000
-
-
-
-
-
98,250,000 180,650,000
17,200,000
Page 59
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
26.
Share-based payments (continued)
31 December 2020
Grant Date
Expiry Date
Exercise
Price $
FV per
security $
Balance at
start of year
Granted
during the
year
Exercised
during the
year
Number
Number
Number
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
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
Forfeited /
expired
during the
year
Number
2,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
600,000
400,000
-
-
19,500,000
-
-
-
-
Balance 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
Vested &
exercisable at
end of the
year
Number
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(c)
The expense recognised in profit and loss
The share-based payment expense recognised in profit and loss is $148,521 (2020: $68,525).
Page 60
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
27. Parent Entity Disclosure
The following table details
information related to the parent entity, Battery Minerals Limited, as at
31 December 2021. The information has been prepared on the same basis as the consolidated financial statements.
Current assets
Non-Current assets
Total assets
Current liabilities
Non-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 2021
$
4,001,357
18,773,068
22,774,425
1,758,044
195,790
1,953,834
99,809,516
619,872
(79,608,797)
20,820,591
(2,496,615)
-
(2,496,615)
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)
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.
Page 61
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Notes to the Consolidated Financial Statements (continued)
28. 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.
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
29.
Events After the End of the Reporting Period
Consolidated
31 Dec 2021
$
2,262,000
12,179,500
14,441,500
Consolidated
31 Dec 2020
$
2,207,000
11,939,500
14,146,500
On 10 January 2022, Mr Peter Duerden commenced as Managing Director of the Company. Mr David Flanagan
reverted to the role of Non-Executive Chairman from his previous Executive Chairman role.
On 2 March 2022, the Company issued a total of 170,000,000 unlisted zero exercise price options subject to certain
time-based and performance hurdles expiring on 31 January 2027. The options were issued to the Company’s
directors following shareholder approval obtained at the General Meeting held on 28 February 2022.
Apart from the above, there are no other events after the end of the Reporting Period to disclose.
Page 62
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
Directors’ Declaration
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)
(iii)
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 2021 and of the performance for the year
ended on that date of the consolidated entity; and
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 Managing Director 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;
______________________
Peter Duerden
Managing Director
Perth, Western Australia
22 March 2022
Page 63
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 2021 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
R Gambitta
Partner
Perth
22 March 2022
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 64
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 2021 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 2021.
• 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
these requirements.
Material uncertainty related to going concern
We draw attention to Note 2B, “Going Concern” in the financial report. The conditions disclosed in Note
2B, indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue
as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal
course of business, and at the amounts stated in the financial report. Our opinion is not modified in
respect of this matter.
In concluding there is a material uncertainty related to going concern we evaluated the extent of
uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going
concern. Our approach to this involved:
•
evaluating the feasibility, quantum and timing of the Group’s plans to divest its Mozambique graphite
project assets and to raise additional shareholder funds to address going concern;
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 65
•
•
assessing the Group’s cash flow forecasts for incorporation of the Group’s operations and plans to
address going concern, in particular in light of the history of loss making operations; and
determining the completeness of the Group’s going concern disclosures for the principle matters
casting significant doubt on the Group’s ability to continue as a going concern, the Group’s plans to
address these matters, and the material uncertainty.
Key Audit Matters
In addition to the matter described in the Material
uncertainty related to going concern section, we
have determined the matters described below to be
the Key Audit Matters:
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.
• Valuation of capitalised exploration and
evaluation expenditure.
• Acquisition of Russell Copper Project.
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.
Valuation of capitalised exploration and evaluation expenditure ($14,799,160)
Refer to Note 13 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Group’s policy is to capitalise acquisition costs
in relation to an area of interest, less any
impairment charges recognised.
The valuation of capitalised exploration and
evaluation expenditure is a key audit matter due to:
•
•
the significance of the balance to the balance
sheet (being 71% of total assets); and
the greater level of audit effort to evaluate the
Group’s application of the requirements of the
accounting standard AASB 6 Exploration for and
Evaluation of Mineral Resources, in particular
the presence of impairment indicators. The
presence of impairment indicators would
necessitate a detailed analysis by the Group of
the value of capitalised exploration and
evaluation expenditure. Given the criticality of
this to the scope and depth of our work, we
involved senior team members to challenge the
Group’s assessment of the presence of
impairment indicators.
In assessing the presence of impairment indicators,
we focused on those which may draw into question
the commercial continuation of exploration and
evaluation activities where significant carrying value
of capitalised exploration and evaluation
expenditure exists.
Our procedures included:
•
•
•
•
evaluating the Group’s accounting policy to
recognise capitalised exploration and evaluation
expenditure against criteria of the accounting
standard;
assessing the Group’s determination of its
areas of interest for consistency with the
definition in the accounting standards. This
involved analysing the licences in which the
Group hold an interest and the exploration
programmes planned for those;
for the significant areas of interest, we
assessed the Group’s current rights to tenure.
This included checking the ownership of the
relevant license for mineral resources or
reserves to government registries and
evaluating agreements in place with other
parties;
evaluating the Group’s documents for
consistency with their stated intentions for
continuing exploration and evaluation activities
in certain areas. This included:
-
the Group’s internal plans and budgets;
- minutes of board and internal meetings;
-
announcements made by the Group to the
Australian Securities Exchange including
results from latest activities; and
Page 66
Valuation of capitalised exploration and evaluation expenditure ($14,799,160) (cont’d)
Refer to Note 13 to the Financial Report
The key audit matter
How the matter was addressed in our audit
assessing the corporate budgets identifying
areas with existing funding and those requiring
alternate funding sources against underlying
data. We identified those areas relying on
alternate funding sources and evaluated the
capacity of the Group to secure such funding.
Given the financial position of the Group, we paid
particular attention to:
•
•
•
•
documentation available regarding rights to
tenure, via licensing, and compliance with
relevant conditions, to maintain current rights to
an area of interest;
the Group’s intention and capacity to continue
and fund the relevant exploration and evaluation
activities; and
the results from latest activities regarding the
existence or otherwise of economically
recoverable mineral resources or reserves.
Acquisition of Russell Copper Project ($2,556,406)
Refer to Note 13 to the Financial Report
The key audit matter
How the matter was addressed in our audit
The Group’s acquisition of the Russell Copper
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.
Page 67
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.
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; and
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.
Page 68
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration Report of
Battery Minerals Limited for the year ended 31
December 2021 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 2021.
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
22 March 2022
Page 69
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
ASX Additional Information
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Financial Report
as at 8 March 2022 is set out below.
1.
Share Capital
The issued capital of the Company is:
• 2,347,464,571 ordinary fully paid shares; and
• 274,484,066 listed options
2.
Ordinary shares (ASX Code: BAT)
Top 20 Largest Holders of Listed Ordinary shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Holder Name
FARJOY PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
MR DAVID MARK ROCCI
PACIFIC DEVELOPMENT CORPORATION PTY LTD
MR KENT BALAS
ICOPPER PTY LTD
MS CINDY TONKIN & MR STUART PETER TONKIN
BNP PARIBAS NOMS PTY LTD
MITCHELL FAMILY INVESTMENTS (QLD) PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
BNP PARIBAS NOMS PTY LTD
JOHNSTON CORPORATION PTY LTD
BNP PARIBAS NOMINEES PTY LTD
GLADSTONE MINING (WA) PTY LTD
MR WILLIAM ROBERT RICHMOND
BT PORTFOLIO SERVICES LIMITED
SKER HOLDINGS PTY LTD
MR DAVID HICKS & MRS CAROL RAELENE HICKS
Total held by top 20 registered shareholders
Total issued capital - selected security class(es)
Distribution of Ordinary Shares (ASX Code: BAT)
Holding
%
199,133,245
8.48%
105,664,937
4.50%
98,668,919
4.20%
71,179,094
3.03%
67,305,674
2.87%
65,446,741
2.79%
62,346,840
2.66%
61,553,992
2.62%
60,000,000
2.56%
31,373,789
1.34%
27,204,381
1.16%
26,147,480
1.11%
25,718,408
1.10%
25,000,000
1.07%
24,142,220
1.03%
22,727,272
0.97%
20,000,000
0.85%
18,000,000
0.77%
17,000,000
0.72%
14,100,000
0.60%
44.42%
1,042,712,992
2,347,464,571 100.00%
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
149
59
228
1,765
1,656
3,857
Total Units % Issued Share Capital
8,867
239,470
1,859,384
89,250,539
2,256,106,311
2,347,464,571
0.00%
0.01%
0.08%
3.80%
96.11%
100.00%
Unmarketable parcels of Ordinary Shares
There were 1,562 holders of less than a marketable parcel of ordinary shares.
Page 70
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
ASX Additional Information (continued)
3.
Listed Options (ASX Code: BATO)
Top 20 Largest Holders of Listed Options
JOHNSTON CORPORATION PTY LTD
Holder Name
FARJOY PTY LTD
ANDREW MARK WILMOT SETON
PACIFIC DEVELOPMENT CORPORATION PTY LTD
SEYMOUR GROUP PTY LTD
RESOURCE & LAND MANAGEMENT SERVICES PTY LTD
1
2
3
4
5
6 MRS SRADDHA NITESHKUMAR PATEL
7
SKER HOLDINGS PTY LTD
8 MR STAN TADEUZ BRZEZOWSKI
9
10 M & K KORKIDAS PTY LTD
11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
12 MS ELIZABETH KATRINA WARES
13 MISS ENKHJARGAL ULZII-ORSHIKH
14 BNP PARIBAS NOMINEES PTY LTD
15 MR ANTHONY GEORGE WARD
16 MR LACHLAN JAMES MALLOY
17 WINE GURU AUSTRALIA PTY LTD
18 MR DAVID ARITI
19 UURO PTY LTD
20 MR SEWA SINGH
Total held by top 20 registered option holders
Total issued capital - selected security class(es)
Distribution of Listed Options (ASX Code: BATO)
%
Holding
18.82%
51,666,667
6.16%
16,917,427
3.64%
10,000,000
3.64%
10,000,000
3.37%
9,249,999
2.30%
6,306,300
2.28%
6,249,999
2.22%
6,089,999
2.00%
5,499,999
1.95%
5,350,000
1.85%
5,090,040
1.85%
5,066,676
1.81%
4,959,112
1.37%
3,763,317
1.28%
3,505,000
1.27%
3,495,000
1.13%
3,100,000
1.09%
3,000,000
1.09%
3,000,000
1.09%
3,000,000
165,309,535
60.23%
274,484,066 100.00%
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
-
-
1
112
203
316
Total Units % Issued Share Capital
-
-
9,149
6,313,775
268,161,142
274,484,066
-
-
0.00%
2.30%
97.70%
100.00%
Unmarketable parcels of Listed Options (ASX Code: BATO)
There were 221 holders of less than a marketable parcel of listed options.
4.
Voting Rights
All fully paid ordinary shares have the same voting rights of one vote per ordinary share. See the Company’s
Constitution for further details.
Listed Options, unlisted incentive options and performance rights have no voting rights.
Page 71
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
ASX Additional Information (continued)
5.
Unquoted Securities
Number
3,000,000
5,000,000
10,000,000
1,000,000
20,000,000
6,000,000
170,000,000
ESOP
1,000,000
500,000
500,000
200,000
75,000
3,000,000
75,000
10,800,000
15,500,000
24,000,000
70,000,000
5,000,000
5,000,000
+Class
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
Sign-on Options ($0.13, 30 June 2023)
Unquoted ZEPO Options expiring 31/01/2027 NIL EXERCISE issued
on 2 March 2022 subject to performance milestones.
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
Unquoted ZEPO Options expiring 22/10/2025 NIL EXERCISE subject
to performance milestones outlined in the Notice of Meeting for
the 13 May 2020 AGM
Unquoted 4 cent unlisted ESOP options expiring 31 March 2026
Unquoted 5.5 cent unlisted ESOP options expiring 31 March 2026
6.
Substantial shareholder notices received
Name
FARJOY PTY LTD
Number of Shares
199,133,245
% Holding
8.48%
7.
Restricted Securities Subject to Escrow
There are no shares subject to escrow.
8. On-market buy back
There is currently no on-market buyback program for any of Battery Minerals Limited’s listed securities.
Page 72
Battery Minerals Limited and its controlled entities
Annual Report 31 December 2021
ASX Additional Information (continued)
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 Review of Operations.
11.
Competent Persons Statement
See Review of Operations.
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.
Page 73