Boston Scientific Annual Report 2022

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FY2022 Annual Report · Boston Scientific

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ANNUAL REPORT
30 JUNE 2022

LOOKING FORWARD.

MINING GREEN.

ABN 96 614 534 226

CORPORATE DIRECTORY

Non-Executive Chairman

Hamish Halliday

Managing Director

Scott Williamson

Non-Executive Directors

Hoirim Jung
Alison Gaines
Frank Bierlein

Company Secretary

Jamie Byrde

Principal & Registered Office

Level 5, 600 Murray Street
West Perth WA 6005
Telephone: (08) 9425 5217
Facsimile: (08) 6500 9982

Lawyers

Steinepreis Paganin
Lawyers & Consultants
Level 4, 16 Milligan Street
Perth WA 6000 Australia

Share Registry

Automic Group
Level 5, 191 St Georges Terrace
Perth WA 6000

Auditors

Ernst & Young
EY Building, 11 Mounts Bay Road,
Perth WA 6000

Bankers

National Australia Bank
50 St Georges Terrace
Perth WA 6000

HSBC Bank Australia
40 St Georges Terrace
Perth WA 6000

Stock Exchange Listing

Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: BSX

Website Address

www.blackstoneminerals.com.au

CONTENTS

Chairman’s Letter to Shareholders

Directors’ Report

Auditor’s Independence Declaration

Financial Statements

Directors’ Declaration

Independent Auditor’s Report

Additional Shareholder Information

Schedule of Mineral Tenements

134

135

141

144

CHAIRMAN’S LETTER TO SHAREHOLDERS

For the year ended 30 June 2022

Dear Fellow Shareholders,

It is with great pleasure to share a number of achievements delivered in a
very busy year.

Firstly, a substantial resource upgrade and completion of pre-feasibility
studies have established the Ta Khoa project as a critical source of low-
emission nickel supply. The team have drilled over 100,000 metres in
support of the 485 thousand tonnes of nickel metal in resources with
many other targets untested. The nickel market remains very attractive
with shortages of battery grade nickel forecast toward the middle of this
decade. Blackstone is very well positioned to benefit from this deficit.

Pre-feasibility studies for our upstream (mine) and downstream (refinery)
projects demonstrate the integrated flowsheet design as innovative,
globally significant and value accretive with a post-tax net present value
of USD $1.99 billion (NPV8) and internal rate of return of 47 per cent.
Additionally, the green credentials delivered by the process design and
access to hydroelectricity to produce extremely low emissions reporting
to final products. In support of this, Minviro’s September 2022 assessment
of the Ta Khoa project’s carbon emissions of 9.8 kg of CO2 per tonne of
nickel precursor is substantially lower than existing peer group operations.
Pathways exist to reduce this further which are being pursued by the team.

We made several appointments throughout the year to support
Blackstone’s transition toward project development. The addition of
Dr. Frank Bierlein as a Non-Executive Director has brought a wealth of
geological and commercial experience. We also appointed our new
Chief Financial Officer, Mitchell Thomas, who joined following a 12-year
career with Rio Tinto. Both Frank and Mitch bring extensive experience in
project evaluation and funding of development projects. It has been highly
rewarding to attract this level of talent to Blackstone and to see their skills
complement the existing team.

Andrew Radonjic resigned as a Non-Executive Director in November 2021
to focus on other projects. We thank Andrew for his valuable contributions
to Blackstone as a founding director having joined the Board in 2017.
We wish him the best with his future endeavors.

BLACKSTONE MINERALS LIMITED Annual Report 2022CHAIRMAN’S LETTER TO SHAREHOLDERS

We thank our shareholders for their commitment to Blackstone. A $55
million placement in November 2021 has provided valuable support to
advance the Ta Khoa Project definitive feasibility study. Critical path items
are progressing including pilot plant test work in Western Australia and on-
site in Vietnam, permitting and environmental studies. A core component
of Blackstone’s strategy is rigorous capital discipline. As communicated
in August 2022, measures have been taken to reduce monthly spend to
maintain critical path items while deferring other scopes of work until
market conditions improve. An update on definitive feasibility study
progress, and staged development options, will be released before the
end of 2022.

We remain confident that the development of the Ta Khoa Project
represents a compelling opportunity in support of our global energy
transition.

Hamish Halliday
Chairman

LOOKING FORWARD.

MINING GREEN.

DIRECTORS’ REPORT

The Directors of Blackstone Minerals Limited submit herewith the
consolidated financial statements of the Company and its controlled
entities (“Group” or “Consolidated Entity”) for the year ended 30 June
2022 in order to comply with the provisions of the Corporations Act 2001.

1. DIRECTORS

3. GROUP FINANCIAL OVERVIEW

The following persons were Directors of Blackstone
Minerals Limited during the whole of the financial
year and up to the date of this report, unless
otherwise stated:

Profit and Loss

The loss attributable to owners of the Group after
providing for income tax amounted to $31,938,576
(Restated 2021: $15,880,279).

Mr Hamish Halliday

Non-Executive Chairman

Mr Scott Williamson

Managing Director

Financial Position

Mr Andrew Radonjic

Non-Executive Director
(Resigned 12 November
2021)

The Group had $40,752,510 in cash and cash
equivalents as at 30 June 2022 (2021: $21,800,914).

Ms Alison Gaines

Non-Executive Director

4. DIVIDENDS PAID OR RECOMMENDED

Mr Hoirim Jung

Non-Executive Director

Dr Frank Bierlein

Non-Executive Director
(Appointed 12 November
2021)

The Directors do not recommend the payment of a
dividend and no amount has been paid or declared
by way of a dividend to the date of this report.

2. PRINCIPAL ACTIVITIES

The principal activity of the Group during the year
was mineral exploration. There were no significant
changes in the nature of the Group’s principal
activities during the year.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

5. BUSINESS STRATEGIES & PROSPECTS FOR THE FORTHCOMING YEAR

Blackstone Minerals (“Company”) is evaluating
development of the Ta Khoa Nickel-Copper-PGE
Project (“Ta Khoa”) in Northern Vietnam. Existing
mine infrastructure at Ta Khoa offers the Company
a foundation to build an integrated mine-to-market
nickel business. In close collaboration with partners,
the Company aims to build the world’s lowest
emission nickel processing facility to produce
precursor for the lithium-ion battery industry.
The upstream pre-feasibility study at Ta Khoa has
provided the Company additional resources and an
economic source of feedstock for the downstream
refinery. Exploration is expected to continue to
unlock resources throughout the Ta Khoa mineral
sulphide district.

The Company has a vision to build a world
class nickel mining centre at Ta Khoa and one
of the world’s first green nickel processing
facilities. The Ta Khoa Nickel-Cu-PGE project is
currently powered by South East Asia’s largest
hydro power plant located nearby in the Son La
Province. Blackstone aims to set a benchmark
for the industry in building a green nickel mining
business for the future demand coming from
the rapid growth in nickel-rich cathode materials
required to power the electric vehicle revolution.

Material business risks that may impact the results
of future operations include further exploration
results, future commodity prices and funding.

DIRECTORS’ REPORT

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

• On 26 July 2021, the Company announced that
the downstream pre-feasibility study (“PFS”)
confirmed the technically and economically
robust hydrometallurgical refining process to
upgrade nickel sulphide concentrate to produce
battery-grade Nickel: Cobalt: Manganese (“NCM”)
811 precursor for the lithium-ion battery industry.

shares at an issue price of $0.58 per share.
The Company also offered eligible existing
shareholders the opportunity to participate in
a Share Purchase Plan at the same issue price
of $0.58 per share, to raise a maximum of $5m
through the issue of 8,620,690 Shares.

• On 9 November 2021, the Company issued its

• On 3 August 2021, the Company announced the
Board approval of the first phase of pilot plant
work and the Definitive Feasibility Study (“DFS”)
for the Ta Khoa Refinery.

inaugural Sustainability Report for 2020 (calendar
year). The Sustainability Report demonstrates the
Company’s commitment to creating a baseline for
future reporting and transparency.

• On 26 August 2021, the Company announced the
appointment of leading independent advisors,
Korea Development Bank (“KDB”) and BurnVoir
Corporate Finance (“BurnVoir”), to commence
sounding of debt financing for the development
of the Company’s vertically integrated Ta Khoa
Nickel-Copper-PGE- Project and Downstream
Refinery Project (Ta Khoa Project). The
collaboration with Blackstone is to secure an
attractive and flexible funding package for the
development of the Ta Khoa Project.

• On 24 September 2021, the Company announced
the issue of 8,000,000 ordinary shares under the
Acuity Capital Controlled Placement Agreement
with an issue price of $0.4644 per share.

• On 19 October 2021, the Company announced
the appointment of Tier 1 engineering, minerals
processing and metallurgical consultants Wood
and ALS to perform critical roles in the delivery
of the Definitive Feasibility Study at the Ta Khoa
Refinery.

• On 22 October 2021, the Company announced
the conversion of 1,000,000 unlisted options
issued to the Managing Director, Scott Williamson
had been exercised and converted to ordinary
fully paid shares for $0.001 per share. The
options vested upon completion of 24 months
of continuous service as Managing Director as
approved by shareholders on 9 October 2019.

• On 1 November 2021, the Company announced
it had received firm commitments to raise up
to a total of $55m (before costs), through the
placement of 94,827,587 fully paid ordinary

• On 10 November 2021, the Company announced

the completion of Tranche 1 of the $55m
placement announced on 1 November 2021,
issuing 38,134,805 fully paid ordinary shares with
an issue price of $0.58 per share, raising $22.1m
before costs.

• On 12 November 2021, the Company announced
the appointment of Dr Frank Bierlein as Non-
Executive Director. The Board also advised the
resignation of Mr Andrew Radonjic as Non-
Executive Director from the same date.

• On 26 November 2021, the Company announced
the issue of 9,137,788 fully paid ordinary shares
under the Share Purchase Plan announced on 1
November 2021, with an issue price of $0.58 per
share to raise a total of $5.3m before costs.

• On 3 December 2021, the Company announced

the issue of 6,805,962 Zero Exercise Price Options
relating to Short-Term Incentives (“STI”), Long-
term Incentives (“LTI”) and Retention Options
to KMP and employees under the performance
rights and options plan. It was noted that KMP did
not participate in the retention scheme.

• On 9 December 2021, the Company announced
that mining activities had recommenced at the
Company’s 90% owned Ta Khoa Nickel Project in
Northern Vietnam.

• On 23 December 2021, the Company announced

a minerals resource update for its 90% owned Ta
Khoa Nickel Project (“TKNP”) in Northern Vietnam,
resulting in a 73% increase to 485kt of nickel.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS (CONTINUED)

• On 23 December 2021, the Company announced

the completion of Tranche 2 of the $55m
placement announced on 1 November 2021,
issuing 56,692,782 fully paid ordinary shares with
an issue price of $0.58 per share, raising $32.9m
before costs. The placement was completed
following shareholder approval received
on 16 December 2021.

• On 18 January 2022, the Company announced
the strategic investment in NICO Resources
Limited (“NICO”). NICO completed its Initial Public
Offering and obtained admission to the official list
of the ASX on 17 January 2021. The Company’s
initial investment of $2.75m resulted in a 15.11%
interest in the common equity of NICO.

• On 28 February 2022, the Company announced
the completion of the PFS for its 90% owned Ta
Khoa Nick Project in Northern Vietnam. Under the
PFS, the TKNP has been optimised to generate
a maximum value for the Company’s overall
development strategy. As such, the outcomes
of the TKNP PFS have been integrated into the
Company’s overall business development t plan
to produce Nickel: Cobalt: Manganese (“NCM”)
811 Precursor products. The TKNP and Ta Khoa
Refinery Project (“TKR”) are collectively referred to
as the Ta Khoa Project.

• On 3 March 2022, the Company announced the
strategic investment in Corazon Mining Limited
(“Corazon”), a nickel-copper-cobalt sulphide
exploration and development Company listed
on the ASX. The Company’s initial investment of
approximately $2m resulted in 13.42% interest in
the common equity of Corazon.

• On 22 March 2022, the Company announced
it entered into an At-the-Market Subscription
Agreement (“ATM”) with Acuity Capital. The ATM
provides BSX with up to $25m of standby equity
capital over the period to July 2024.

• On 7 April 2022, the Company announced it
had completed its inaugural Digbee ESGTM
assessment to support the development of the
TKNP and TKR in Northern Vietnam (Ta Khoa
Project). The Company was pleased to announce
the overall score for the assessment was BB,
which was consistent accross the three areas
of assessment – corporate, the Ta Khoa Project
(Vietnam) and the Gold Bridge Project (Canada).

• On 14 April 2022, the Company announced it
had signed a Memorandum of Understanding
with Vietnam’s Son La Province, to promote a
cooperative framework for the development
of the Ta Khoa Project. The Company’s Ta Khoa
Project comprises the TKNP and TKR, both
intended to be developed in the Son La Province
in Northern Vietnam.

• On 19 April 2022, the Company announced it

had completed further investment into Corazon
Mining Limited, purchasing an additional
51,016,778 shares on 14 April 2022, resulting in
an interest of 16.72% in the common equity of
Corazon.

• On 3 May 2022, the Company announced the
appointment of Tier 1 processing engineering,
design and construction Company GR
Engineering Services Limited as the primary
consultant in the delivery of the Upstream
Definitive Feasibility Study for the TKNP.

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS

During the year, Blackstone has successfully:

• Demonstrated economic potential of an

integrated nickel sulphide mine (“Ta Khoa Nickel
Project” or “TKN”) and downstream chemical
refinery (“Ta Khoa Refinery” or “TKR”), known
as the integrated Ta Khoa Project (the “Project”
or “TKP”) (refer ASX announcement dated 28
February 2022);

• Achieved three new Mineral Resource estimates
(refer ASX announcement dated 23 December
2021) – including the

• Ban Khoa Disseminated Sulphide (“DSS”)

deposit and the;

• Ban Chang and King Snake Massive Sulphide

vein (“MSV”) deposits

• Updated the Ban Phuc Mineral Resource estimate

• Combined with the new deposits, increased

contained nickel from
281kt to 485kt

•

Identified several near-term nickel sulphide
drilling targets through detailed exploration
including intensive ground geophysics

• Commenced Definitive Feasibility Studies (“DFS”)

for both the TKN and TKR

• Completed the TKR DFS bench-scale test work

programme

• Commenced the TKR and TKN pilot programmes,

including testing at ALS

• Commenced carbon mineralisation study as

part of the ambition to develop a zero-carbon
operation

• Commenced enterprise optimisation via Whittle

Consulting

The results of the integrated Project strategy have
enabled the Company to better deploy resources,
unlock strategic partnerships, deliver funding
solutions and communicate business progress to
investors. These include:

• Developing strong relationships with key local

and national stakeholders

• Advancing;

• Exploration projects to new Mineral Resource

estimates and;

• Mineral Resources to new Ore Reserves

• Establishing viability of the nickel mining and

processing integrated Project

•

Initial bench-scale test-work of technical viability
of downstream refining processes such as:

• Pressure-oxidation (“POX”)

•

Leaching and precipitation of target metal
compounds

• Purification and precise specification of

refinery products

• Pilot-plant scale verification of refining processes

• Establishing and communicating the refining
business as a competitive metal concentrate
buyer in the market

• Marketing products and options to industry

battery manufacturers

• Researching and testing funding solutions and

partners

• Welcome potential new investment partners

• Market sounding of debt providers with a

focus on Export Credit Agencies, supported by
BurnVoir and KDB

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Figure 1: Ta Khoa Nickel Project Location

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

PRE-FEASIBILITY STUDY COMPLETION

• TKN steady state average annual nickel output

(recovered in concentrate) of ~18ktpa

• TKR steady state concentrate refining capacity of
400ktpa, with ~50% of total concentrate supply
from the TKN

• Life-of-operations all-in cost of US$13,192/t

NCM811

The PFS highlighted that the Project represents
an innovative and globally significant vertically
integrated business that delivers battery-grade NCM
precursor products into the burgeoning lithium-ion
battery industry. The Project has the potential to
transform Vietnam’s role in the global movement
towards the electrification of transportation and will
generate significant socio-economic benefits for the
communities in which the Company operates in.

The TKR nickel concentrate supply will be
underpinned by feed from the Ban Phuc DSS
deposit and supplemented by the Ban Chang
and King Snake underground MSV. In addition,
Blackstone will incorporate third-party feed (“3PF”)
to TKR to drive economies of scale and satisfy
demand for NCM precursor products.

Blackstone’s development strategy is founded
on the principles of sustainability, and the basis
of the TKN PFS demonstrates our commitment
to sustainable mining. The TKN PFS assessed
a fully electrified haulage fleet for open pit
mining operations and an integrated wasteland
reform strategy based on the co-disposal tailings
methodology. Subsequent to the TKN PFS,
Blackstone received preliminary data demonstrating
the waste and tailings material can capture carbon
via carbon mineralisation. These are just a few of the
early initiatives the Company is undertaking to move
towards a net-zero emission project.

During FY2022, Blackstone unveiled the
potential of the Project with the completion of
the TKN (February 2022) and TKR (September
2021) Pre-feasibility Studies (“PFS”). The
outcomes of the TKN PFS were integrated into
Blackstone’s overall development plan for the
Project to produce NCM precursor products.

The PFS confirmed that the Project will provide
secure, sustainable and economic supply of
nickel for Blackstone to produce NCM precursor
for the global lithium-ion battery industry.
Therefore, TKN is optimised to generate
maximum value for the Company’s overall
integrated project development strategy.

Highlights of the integrated PFS included:

• Post-tax NPV8 of US$1.99bn and an

internal rate of return of 47% (refer ASX
Announcement 28 February 2022)

• Average annual operating cash flow of

US$533m (pre-tax)

• Total pre-production capital of US$854m

• Maximum cash drawdown of ~US$771m

incurred in 2025

• Payback period for the Project of 1.8 years

from first production by the TKR

• Life-of-operations all-in-sustaining cost of

US$12,253/t NCM811

• TKN Mining Inventory of 64.5Mt at a grade
of 0.41% nickel for 264 kt nickel (refer ASX
Announcement 28 February 2022)

• TKN Mining Reserve of 48.7Mt at a grade
of 0.43% nickel for 210kt nickel (refer ASX
Announcement 28 February 2022)

• First concentrate production from the TKN

achieved in 2025

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

PROJECT PERMITTING

Ta Khoa Nickel Project

Vietnam’s Ministry of Natural Resources and
Environment (“MONRE”) has extended the
mining licence until December 2025. Blackstone
will commence the process of converting the
existing exploration licence area, consisting of
35 km2 which contains the Ban Phuc DSS
probable reserve (48.7Mt at 0.43% Ni, with 210kt
of contained nickel), to an open pit mining licence
covering 7.6 km2.

The extension of the existing mining license,
approved by the Deputy Minister of MONRE,
includes the MSV underground mine and
associated infrastructure including the 450ktpa
nickel concentrator and tailings storage facility
(“TSF”).

This important permitting step demonstrates
MONRE’s commitment to supporting the
development of Blackstone’s project and
recommencement of mining operations in Son La
province, northern Vietnam.

Post year-end, Blackstone submitted an
exploration report detailing the extensive
exploration completed over the previous eight
years for Reserves Council verification. The
Reserve Council are a division of the Ministry
of Natural Resources and Energy, whose
purpose is to periodically assess the company’s
compliance with licence regulation and confirm
the data and work completed. The submission

of the report paves the way for the conversion
of the exploration licences to several new
mining licenses over the new prospects with
demonstrated economic resources.

Once the report and the included reserves and
resources are approved by the Reserves Council,
the pre-feasibility studies and Environmental
Impact Assessments (“EIA”) will be submitted
to Son La People Committee (“SLPC”) for
investment certificate updates. The pre-feasibility
studies and EIA will be submitted to MONRE for
additional mining licences, incorporating the
new mining areas. The key items for the TKN
permitting process are as follows:

• Mineral Exploration Report submitted to the

National Reserves Council of Vietnam

• Vietnamese PFS with pre-EIA

•

Investment policy and investment
certificate adjustment application

• Vietnamese feasibility study

with basic design

• Social and Environmental Impact Assessment

• Environmental reclamation
and rehabilitation plan

• Engineering and construction permitting

• Mining license application

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Ta Khoa Refinery Project

The permitting process for TKR commenced in
FY2022 with a focus on the establishment of a
dedicated permitting team and documentation of
the permitting process.

The following activities have been completed:

• Selection of preferred location for TKR and

Residual Storage Facility (“RSF”)

• Approval from the Son La Provincial

Government to undertake DFS required studies

• Establishment of a Working Group Committee
with the Son La Provincial Government to focus
on the permitting & licensing process

• Establishment of an office in Phu Yen District to
improve communication and engagement with
local community & government officials

The focus for the permitting team moving forward
includes:

• Acquire an investment certificate for the TKR

Project through the finalisation and submission of
a dossier;

• EIA Baseline Studies

•

Incorporate a business entity;

• Social Economic Baseline Studies (“SEBS")

• Complete Social Economic & EIA Baseline and

• Geotechnical Survey

• Tender process for selection of key consultants

to complete DFS studies

Geotechnical Studies;

• Commence drafting of the Feasibility Study

BLACKSTONE MINERALS LIMITED Annual Report 202215

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

TA KHOA UPSTREAM BUSINESS UNIT

Exploration & Resource Definition

The company continued intensive exploration programs across several prospects
at TKN throughout the year. Exploration activities included ground geophysics,
diamond drilling and sample testing while mine development programs such as
detailed Resource definition, metallurgical and geotechnical drilling and test work.
Blackstone prepared new mineral resource estimates for Ban Chang and King Snake
MSV’s, Ban Khoa DSS as well as an updated resource estimate for Ban Phuc. (Refer
to Mineral Resources referred per ASX announcement dated 23 December 2021).

Figure 2- Ta Khoa Nickel-Copper-PGE District – Update Mineral Resources (Dec 2021)

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Ban Phuc (DSS)

The Ban Phuc DSS Resource development drilling was completed prior to this
reporting period. The drilling and other metallurgical testing data formed the
basis for the TKN PFS which was reported in February 2022.

Blackstone prepared and published a new mineral resource estimate for the Ban
Phuc DSS deposit in December 2021. The new Ban Phuc DSS mineral resource,
reported at a lower cut-off (now > 0.25% Ni) is 123 Mt at 0.37 % Ni, 0.02% Cu,
0.01% Co or 0.43% Ni Eqv. for 452 Ni kilotonnes (“Kt”) or 523 Ni Eqv. Kilotonnes
(“Kt”) (refer ASX announcement 23 December 2021).

Ban Phuc
Resource

Ni
(%)

NiEQ
(%)

Cu
(%)

Co
(%)

Au
(g/t)

Pd
(g/t)

Pt
(g/t)

S
(%)

Ni
(kt)

NiEQ
(kt)

Cu
(t)

Co
(t)

Au
(kOz)

Pd
(kOz)

Pt
(kOz)

Indicated
Resources

Inferred
Resources

102

0.38

0.44

0.03

0.01

0.05

0.04

0.25

383

445

159

145

0.33

0.37

0.01

0.03

0.07

Total

123

0.37

0.43

0.02

0.01

0.04

0.22

452

523

178

164

Table 1 – Extract of Table – Ban Phuc Mineral Resource Summary

(Refer ASX announcement dated 23 December 2021)

T
A
K
H
O
A
U
P
S
T
R
E
A
M
B
U
S
I
N
E
S
S
U
N
I
T

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Ban Chang (MSV)

The Ban Chang prospect is located 2.5km east of the Ban Phuc deposit adjacent
to the Chim Van–Co Muong fault system. The prospect geology consists of a
tremolitic dyke swarm within phyllites, sericite schists and sandstones of the Sap
Viet Horizon. The MSV mineralisation consists of two west-east striking, steeply
south dipping veins which are around 600m apart along strike. The eastern
section consists of a vein of massive sulphide and a disseminated ultramafic
outer domain roughly encapsulating the MSV. The western vein consists of a
single MSV (reference diagrams below). The MSVs contains high grade platinum
group elements (“PGE” – Blackstone combine gold, platinum and palladium when
referring to PGE grades together and annotate “3PGE”) when compared to the
previously mined Ban Phuc MSV deposit which may indicate sulphide segregation
in a PGE bearing dyke before formation.

The dyke swarms are located along a zone of approximately 1,500m in length and
vary between 5m and 60m wide. The dykes and massive sulphides are interpreted
to be hosted within a splay (and subsidiary structures) off the major regional Chim
Van – Co Muong fault system.

Ban Chang has a new mineral resource of 0.70Mt at 1.2% Ni (2.0% NiEQ) based
on information up to and including drill hole BC21-34. Blackstone carried out final
infill drilling to improve the Resource confidence classification.

Ban Chang
Resource

Ni
(%)

NiEQ
(%)

Cu
(%)

Co
(%)

Au
(g/t)

Pd
(g/t)

Pt
(g/t)

S
(%)

Ni
(kt)

NiEQ
(kt)

Cu
(kt)

Co
(kt)

Au
(kOz)

Pd
(kOz)

Pt
(kOz)

Inferred
Resources

0.7

1.2

2.0

0.72

0.07

0.05

0.4

0.3

0.5

1.2

8.0

6.6

Table 2 – Extract of Table – Ban Chang Mineral Resource Summary

(refer ASX announcement 23 December 2021).

BLACKSTONE MINERALS LIMITED Annual Report 2022T
A
K
H
O
A
U
P
S
T
R
E
A
M
B
U
S
I
N
E
S
S
U
N
I
T

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Figure 3: Ban Chang East Long-Section

Figure 4: Ban Chang West Long-Section

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

KING SNAKE (MSV)

King Snake is located approximately 1km north of the Ban Phuc disseminated
nickel sulphide deposit. The King Snake prospect is a magmatic MSV including
high-grade brecciated Ni-Cu-Co-PGE minerals associated with tremolite-altered
mafic-ultramafic dykes. The veins are developed along a shear zone within the
calcareous sediments and quartz-mica schists of the Ban Phuc horizon.

Similar to Ban Chang, King Snake contains high-grade PGEs compared to the
previously mined Ban Phuc MSV deposit which indicates that mineralisation was
likely formed by sulphide segregation from PGE bearing magma in an active feed
dyke.

Blackstone’s drilling at King Snake focused on electromagnetic (“EM”) targets
which extend down plunge to the west of historic drilling. Assay results indicate
greater thicknesses of sulphide mineralisation down plunge of historic drilling.
The higher power surface EM targeting has accurately guided the down plunge
drilling hundreds of meters from the historic surface showings. In addition,
downhole EM (“DHEM”) has further directed investigations to wider higher-grade
zones throughout this consistent, high grade and tabular massive sulphide vein.

Drilling at King Snake indicated potential for the deposit to continue to plunge
further west and at depth.

King Snake has a new mineral resource estimate of 0.43Mt at 1.3% Ni, 0.8% Cu
and 2.14 3PGE (2.4% NiEQ) based on information up to and including drill hole
KS21-26. Blackstone carried final infill drilling to improve the Resource confidence
classification (refer ASX announcement 23 December 2021).

King
Snake
Resource

Inferred
Resources

Ni
(%)

NiEQ
(%)

Cu
(%)

Co
(%)

Au
(g/t)

Pd
(g/t)

Pt
(g/t)

S
(%)

Ni
(kt)

NiEQ
(kt)

Cu
(t)

Co
(t)

Au
(kOz)

Pd
(kOz)

Pt
(kOz)

0.43

1.3

2.4

0.8

0.05

0.14

0.7

1.3

5.5

3.5

0.2

1.9

Table 3 – Extract of Table – King Snake Mineral Resource Summary

(refer ASX announcement 23 December 2021)

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Figure 5- King Snake MSV – Long Section

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7. REVIEW OF OPERATIONS (CONTINUED)

Ban Khoa (DSS)

The Ban Khoa disseminated nickel sulphide deposit is hosted by a synclinal
or trough-shaped serpentinised peridotite, approximately 1km north of the
Ban Phuc disseminated nickel sulphide deposit. The Ban Khoa mineralisation
comprises broad zones (approx. 150 - 190m thick) with disseminated nickel
sulphides throughout the serpentinite, as well as with localised lenses of heavily
disseminated nickel sulphide and PGEs, similar to the Ban Phuc deposit.

Ban Khoa is in a preliminary development phase and is currently not considered
in mining studies. Additional drilling and mining evaluation studies will be
performed to assess underground potential and additional metallurgical test
work is underway to understand blending performance, with the intention of
including Ban Khoa as part of the TKN DFS.

Ban Phuc
Resource

Ni
(%)

NiEQ
(%)

Cu
(%)

Co
(%)

Au
(g/t)

Pd
(g/t)

Pt
(g/t)

S
(%)

Ni
(kt)

NiEQ
(kt)

Cu
(t)

Co
(t)

Au
(kOz)

Pd
(kOz)

Pt
(kOz)

Inferred
Resources

6.2

0.31

0.39

0.05

0.01

0.04

0.9

0.8

2.1

8.4

Table 4 – Extract of Table – Ban Khoa Mineral Resource Summary

(refer ASX announcement 23 December 2021)

Minerals Resources and Ore Reserves

The group mineral resources were updated in late December 2021. A
maiden ore reserve was stated at the completion of the TKN PFS in February
2022 of 48.7Mt at a grade of 0.43% nickel for 210kt nickel (refer ASX
Announcement 28 February 2022). The mineral resources and ore reserves
are discussed throughout the report and the group mineral resource and
ore reserve statement is provided below as Table 6 . There are no changes
to mineral resource or ore reserves from the December 2021 and February
2022 announcements.

BLACKSTONE MINERALS LIMITED Annual Report 202223

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

REGIONAL DRILLING

Targeting new opportunities within the Ta Khoa district, the company
identified MSV, semi-massive sulphide Vein (“SMSV”) and net-
textured sulphide (“NTS”) mineralisation at several new prospects.

At the Suoi Phang prospect, drill hole SP22-01 intersected 2.95m of
sulphide (including MSV, SMSV and NTS) with portable XRF (“X-ray
fluorescence”) readings indicating the presence of up to 20% Ni.

At the Suoi Chanh prospect, drill hole SC22-02 intersected SMSV
consistent with the Blackstone EM targeting.

Suoi Phang

The Suoi Phang prospect is located at the far western end of the Ta Khoa licence
area and is hosted within Devonian metasediments of the Ban Mong Formation
(refer Figure 6). Massive sulphide was exposed in a historical audit, and two
gossans were exposed in historical trenching (assays up to 5.9% Ni). The northern
gossan measures 120m in strike length and the south part of the gossan is 100m
long (refer Figure 6 & 7).

Blackstone’s exploration program at Suoi Phang is following up targets generated
from surface EM surveying, with the most recent drillhole (SP22-01) intersecting
massive sulphide close to surface, and with portable XRF readings indicating the
presence of up to 20% Ni.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

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Figure 6: Suoi Phang Plan View

Figure 7: Suoi Phang Cross Section 3500E

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Suoi Chanh

The Suoi Chanh prospect is located at the eastern end of the Ta Khoa licence
area and is hosted within Devonian metasedimentarty units (refer Figure 8).

The area is characterised by a high density of mafic–ultramafic dykes. There are
some dykes that are strongly differentiated with coarse grained particles in the
lower part and grading to fine grains across the dyke. This feature suggests the
existence of magma sulphide zones located at the bottom of the dyke.

Drillhole SC22-02 intersected a mafic-ultramafic dyke of 2.55m thickness with
0.1m semi massive sulphide. This indicates the potential to find MSV common
within the Ta Khoa district.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

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Figure 8: Suoi Chanh Overview Map

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

TA KHOA NICKEL PROJECT

Mining Restart

Blackstone achieved a milestone in project development
with the restart of mining activities in early December 2021.

Using a combination of Australian and Vietnamese mining professionals and
operators, Blackstone commenced a programme to:

• Complete ~1,000m of underground development through the DSS
orebody generating nickel ore representative of the LOM plant feed

• Recommission the plant concentrator, which is now being used for

batch testing large bulk samples from the DSS ore body

• Deliver the first batch of samples to Perth for treatment by ALS

Laboratories (“ALS”) for the pilot programme

• Process and store the second batch for use in the second phase pilot

plant which will be built in Son La in 2022

The mining programme was established to provide significant quantities of DSS
ore which was processed at the existing nickel concentrator for the subsequent
pilot plants.

BLACKSTONE MINERALS LIMITED Annual Report 2022I

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7. REVIEW OF OPERATIONS (CONTINUED)

Ta Khoa Nickel Project Test Work

Following the successful restart of mining
activities in early December 2021, the Company
commenced a dedicated metallurgical drilling
program which was completed in July 2022.
The program, totalling 4,000m of drill core,
enabled the selection of targeted samples
representing a range of ore lithologies for
process design variability studies including
comminution and flotation parameters.

Blackstone completed construction and
commissioning of a dedicated 250kg/hr pilot
plant in June 2022, see Figure 9 and Figure
10. Piloting commenced immediately and will
continue throughout the next reporting period.
Data collected will inform the TKN DFS.

The on-site metallurgical test work facilities
continue to be upgraded throughout the
year with increased bench scale flotation and
comminution capabilities. Site test work activities
will be supported by SGS Laboratories.

Future test work on site will include:

• Bench-scale flotation variability test work

• Comminution test work

• Completion of the pilot program at the mine
site to trial various feed blends from the
recent bulk sample drive via the existing plant

• Processing trial’s utilising the existing

concentrator

Figure 9 – TKN Pilot Plant located at the mine site

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

A range of variability core samples were dispatched
to ALS in July 2022. Future test work at ALS will
include:

• Comminution test work on a range of variability

core samples

• Variability test work for flotation flowsheet

validation, dewatering and filtration

• Replication and validation of site flotation

test work utilising mineralogical examination
capabilities not available in Vietnam.

Next steps for the project test work include a
review by engineering consultants of the mine
site, laboratory and pilot plant facilities and assist
Blackstone in designing and planning the upcoming
test work programmes in Vietnam and Perth to
support the TKN DFS.

Figure 9 – TKN Pilot Plant located at the mine site

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Ta Khoa Nickel Project Definitive Feasibility Study

In May 2022, Blackstone announced the appointment of process engineering,
design, and construction company GRES as the consultant for the nickel
concentrator and non-process infrastructure, and collation of the TKN DFS.

As part of the first phase of works, GRES were engaged to validate the suitability
of in-country facilities and piloting equipment, as well as support for the ongoing
metallurgical and piloting programme.

On completion of the metallurgical piloting programme, Blackstone will
commission GRES to commence engineering for the TKN DFS. Blackstone have
also commenced discussions with engineering consultants for mining and
tailings storage design.

Carbon Mineralsation Study

Blackstone has engaged the University of British Columbia to complete a
study assessing the capability of the Project to capture carbon via carbon
mineralisation. The study has shown preliminary results demonstrating that waste
and tailings material to be rich in carbon absorbing minerals, such as brucite and
hydrotalcite minerals. The findings from this study support Blackstone’s ambition
to deliver a net-zero emission project.

Enterprise Optimisation – Whittle Modelling

Whittle Consulting have been engaged to assist Blackstone in developing an
integrated Project model to assist optimisation of the Project financials. Whittle
have completed development of the “base case” model for the Project.

Further development will take place once the results of the metallurgical test
work are available and can be integrated into the model.

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DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

TA KHOA REFINERY PROJECT

Ta Khoa Refinery Test Work

Following the successful completion of the TKR PFS in July 2021,
Blackstone approved the extension of the bench-scale test work
program and the pilot program test work to advance the TKR DFS.

Blackstone successfully delivered test work samples to ALS allowing bench-
scale test work to commence in December 2021. In total 24.5t of samples were
delivered to ALS, including:

• 7.5t of mine plant nickel sulphide and 10t of nickel sulphide

products from Trafigura

• 6t of nickel sulphide products from other third-party sources

• 1t of cobalt hydroxide (from Trafigura) as low-cost alternative to

battery grade cobalt sulphate.

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7. REVIEW OF OPERATIONS (CONTINUED)

Bench-scale test work program

With the assistance of the selected consultants Wood and ALS, Blackstone
successfully developed a bench-scale test work program to validate the updated
DFS process flowsheet.

Focus items for the bench-scale test work program included:

• POX leach recovery and optimisation

• Neutralisation kinetics and recovery

• Mixed hydroxide precipitate (“MHP”) precipitation kinetics and recovery

• MHP re-leach

• Solvent extraction isotherms for making high grade products

• NCM precipitation

The bench-scale test work program was successfully completed in April 2022,
demonstrating the updated DFS process flowsheet capable of producing on-
specification metal sulphates. A summary of the results is shown in Table 5.

Circuit

Ni
Recovery
(%)

Co
Recovery
(%)

Comment

POX leach

Neutralisation

Copper (SX)

MHP precipitation

MHP re-leach

Impurity SX &
CoSX

>99

Operating conditions optimised and multiple feed
blends trialled

Isotherms generated to produce copper product

Residue recycled and fully recovered

Isotherms generated to produce battery grade nickel and
cobalt products

Table 5 – Extract of Table – Downstream DFS Batch Test Work Summary

The following bench-scale test work campaign items will be completed in
2H 2022 for DFS design:

• Residue test work

• Magnesium Crystallization

• NCM precipitation

• BPED

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Pilot test work program

Extensive work has been completed between Blackstone, Wood and ALS to
develop the TKR pilot campaign. Where required, specialist equipment was
designed and procured to resemble the DFS flowsheet. The pilot program was
designed to process up to 20kg per hour of nickel concentrate feed, sourced from
the mine plant and third-party feed as detailed in the above sections.

Current progress with the pilot test work program is as follows:

• Procurement of all specialty equipment

• Assembly of the TKR flowsheet

• Commissioning of the MHP re-leach circuit through to the production of

battery grade metal sulphates

In the first half of FY2023, the pilot program will complete the commissioning of
the pilot equipment and commence piloting. The piloting campaign will consist of:

• Four pilot runs of concentrate feed to MHP precipitation. The pilot runs will

quantify an optimal feed blend, define recycle streams and quantify the impact
of impurity elements

• Pilot operation from MHP Leach (using selected concentrate blend) to metal

sulphate

• Pilot operation from third-party MHP re-leach to metal sulphate

• Specialist vendor test work on products generated

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

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Figure 11 – Pilot Scale Cobalt solvent extraction

Figure 12 – Pilot scale POX leach autoclave

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Ta Khoa Refinery Definitive Feasibility Study

In October 2021, Blackstone announced the appointment of engineering, design, and construction company
Wood as the consultant for the refinery and non-process infrastructure, and collation of the TKR DFS.

Wood commenced the DFS in October 2021 with a gap analysis of the PFS report to identify design
improvements to mitigate technical risk from the TKR flowsheet. Process engineering was completed in May
2022, which incorporated bench-scale test work results as completed by ALS. Site power supply study was
completed in June 2022.

Post April 2022, Blackstone requested Wood to complete additional option analysis studies to identify
alternate project development strategies prior to completing the DFS. The option analysis will continue into
the first half of FY2023. Once complete, the preferred project delivery strategy for TKR will be finalised as the
basis for the TKR DFS.

Other engineering and data collection studies to continue in the first half of FY2023 include:

• Geotechnical, hydro-geotechnical, hydrology

• Residue storage facility design

• Water supply study

• Logistics study

• Environmental baseline study

• Social impact baseline study

Gold Bridge Project (100% Interest)

Blackstone recommenced drilling activities at the Gold Bridge Project, formerly the Little Gem – BC Cobalt
Project. Gold Bridge is located 180km north of Vancouver in British Columbia, Canada (refer Figure 13).

The drilling program completed in the second half of FY2022 built on initial exploration success at the Little
Gem prospect and involved a detailed 3D Pole-Dipole Induced Polarisation (“3D IP”) and resistivity survey.
An analysis of IP survey data and regional soil, rock chip and stream sediment samples has resulted in the
identification of multiple large-scale sulphide bearing targets, with the Jewel prospect being high priority.

Large Induced Polarisation (“IP”) anomalies at the Jewel Prospect occur over a strike length of approximately
2km (refer to Figure 14). The first drill-hole targeting a large IP anomaly at the Jewel prospect intersected
massive Cu-Ni-Co sulfarsenide vein mineralisation.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

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Figure 13 – Gold Bridge Project Location and Geology

Figure 14 – IP Survey Chargeability, Gold Bridge Project

DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

CORPORATE

Strategic Investments

During the year, Blackstone made two strategic minority equity investments with the following objectives:

• To gain access to sources of nickel feed to the TKR

• To have exposure to large-scale, longer-term horizon assets with strong potential to deliver into

increasing demand for the lithium-ion battery market

The strategic minority equity instruments completed during the year included:

•

Investment in NICO Resources Limited (~15%) providing exposure to Wingellina nickel laterite asset
in Central Australia

Investment in Corazon Mining Limited (~17%) providing exposure to the Lynn Lake nickel sulphide
asset in Manitoba, Canada

Placement and Share Purchase Plan

In November 2021, Blackstone announced a $55 million (before costs) share placement through
94,827,587 fully paid ordinary shares (shares) at an issue price of $0.58 per share.

On 10 November 2021, the Company announced the completion of Tranche 1 of the $55 million
placement, issuing 38,134,805 fully paid ordinary shares with an issue price of $0.58 per share, raising
$22.1m before costs.

On 23 December 2021, the Company announced the completion of Tranche 2 of the $55 million
placement, issuing 56,692,782 fully paid ordinary shares with an issue price of $0.58 per share, raising
$32.9 million before costs. The placement was completed following shareholder approval received on 16
December 2021.

In addition, in November 2021 Blackstone completed a Share Purchase Plan (“SPP”) to eligible
shareholders to raise a further $5.3 million (before costs), through the issue of 9,137,788 fully paid
ordinary shares with an issue price of $0.58 per share.

Blackstone used funds for ongoing exploration, resource drilling and PFS/DFS work at Ta Khoa.

Appointment of Leading Independent Debt Financing Advisors

On 26 August 2021, the Company Announced the appointment of leading independent advisors, KDB
and BurnVoir, to arrange debt financing for the development of the Company’s vertically integrated Ta
Khoa Project.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

7. REVIEW OF OPERATIONS (CONTINUED)

Acuity Capital At-The-Market Subscription Agreement

On 22 March 2022, the Company announced it entered into an At-the-Market Subscription Agreement
(“ATM”) with Acuity Capital. The ATM provides Blackstone with up to $25m of standby equity capital over
the period to July 2024.

Appointments

During the year, the Company announced the appointment of Dr Frank Bierlein as an Independent Non-
Executive Director and the resignation of founding Director Andrew Radonjic as Non-Executive Director.

In May 2022. the Company also announced, the appointment of Mitchell Thomas as Chief Financial
Officer (“CFO”), who commenced in July 2022.

Prior to Blackstone, Mr Thomas held the role of CFO of Battery Minerals for Rio Tinto with financial
accountability for a portfolio of operating assets and development projects. He brings over 15 years
of experience across various materials (precious, base, specialty chemicals and bulk) and continents
(Australia, Africa, Europe, South and North America) as we as valuable experience in the areas of financial
structuring, business development project execution and business case optimisations. Mr. Thomas is a
Chartered Accountant (CAANZ) and holds an MBA from Melbourne Business School.

The Company further announced Jamie Byrde, the Company’s CFO prior to the appointment of Mitchell
Thomas, continued his employment with Blackstone in his existing capacity as Company Secretary.

8. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

• On 8 July 2022, the Company announced the issue of 6,000,000 unlisted options issued to corporate

advisors Harp Capital with an exercise price of $0.28 per option

• On 12 August 2022, the Company announced the issue of 1,777,660 ordinary fully paid shares
were issued upon conversion of 477,660 Short Term Zero Exercise Price Options and 1,300,000
performance options with an exercise price of $0.001 per share. The Incentives were awarded to key
management personnel and employees in 2021 under the Performance Rights and Options Plan
approved by shareholders on 29 November 2021

There are no further subsequent events.

DIRECTORS’ REPORT

9. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Company will continue its ongoing Ta Khoa Project Definitive Feasibility Studies and exploration
programmes in Vietnam. The company will continue to undertake permitting activities, secure feedstock,
pursue partnerships and obtain relevant agreements for funding of the Ta Khoa Project.

Exploration activities will continue on its Goldbridge and Labrador Projects in Canada as the company
continues to explore for commercial resources that continue to supports its strategy of supplying battery
metals for the production of electric vehicles.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES

MR HAMISH HALLIDAY
Independent Non-Executive Chairman – appointed 30 August 2016

Qualifications
BSc (Geology), MAusIMM

Experience
Mr Halliday is a Geologist with a Bachelor of Science from the University of Canterbury and has over 20 years
of corporate and technical experience in the mining industry. Mr Halliday co-founded Blackstone Minerals
and was instrumental in the acquisition of its Company’s current tenement portfolio. Mr Halliday has been
involved in the discovery and acquisition of numerous projects over a range of commodities throughout
four continents. Mr Halliday has founded and held executive and non-executive directorships with a number
of successful listed exploration companies including Adamus Resources Ltd (“Adamus”). He was CEO of
Adamus from its inception through to successful completion of a feasibility study on its gold project in
Ghana which is now in production.

Interest in Securities at the date of this report
Fully Paid Ordinary Shares:

11,481,383

Other Directorships
Venture Minerals Limited (30 January 2008 – 26 November 2021)
Comet Resources Limited (since 16 December 2014)

MR SCOTT WILLIAMSON
Managing Director – appointed 6 November 2017

Qualifications
BEng (Mining) Bcom, MAusIMM

Experience
Mr Williamson is a mining engineer with a Bachelor of Commerce degree from the West Australian School
of Mines (“WASM”). Mr Williamson has over 10 years’ experience in the mining and finance sectors across a
variety of technical and corporate roles, including Investor Relations Manager at Resolute Mining Ltd and a
senior Analyst at Hartley’s.

Interest in Securities at the date of this report
Fully Paid Ordinary Shares:
Options:

8,200,000
1,104,817

Other Directorships
Nil.

10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES (CONTINUED)

MR ANDREW RADONJIC
Non Executive Director – appointed 21 April 2020; resigned 12 November 2021
Previously Technical Director – since 30 August 2016; resigned 21 April 2020

Qualifications
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM

Experience
Mr Radonjic is a geologist and mineral economist with over 30 years of experience in mining and
exploration, with a specific focus on gold and nickel in the Eastern Goldfields of Western Australia. Mr
Radonjic began his career at the Agnew Nickel Mine before spending over 18 years in the Paddington,
Mount Pleasant and Lady Bountiful Extended gold operations north of Kalgoorlie, where he has fulfilled a
variety of senior roles which gave rise to three gold discoveries, totalling in excess of 3 million ounces in
resources and in the development of over 1 million ounces.

Interest in Securities at the date of resignation
Fully Paid Ordinary Shares:

7,280,179

Other Directorships
Venture Minerals Limited (since 12 May 2006)
Fin Resources Limited (14 May 2018 – 30 November 2021)
Codrus Minerals Limited (since 1 August 2017)

MR HOIRIM JUNG
Non-Executive Director – appointed 21 April 2020

Qualifications
Bachelor of Economics, Member of Korean Institute of Certified Public Accountants (KICPA)

Experience
Mr Jung has over 12 years of financial management experience, specifically in financing and
feasibility studies for new projects. He began his career with KPMG Samjong Accounting
Corporation, one of Korea’s “big four” accounting firms, providing advisory services for various M&A
transactions. He then moved to Atinum Partners, where he was involved in investments in the oil and
gas industry and managed the invested assets in North America. He joined EcoPro in 2016 where his
accomplishments include successfully dealing with the initial public offering of subsidiary EcoPro BM
(KOSDAQ: 247540).

Interest in Securities at the date of this report
Fully Paid Ordinary Shares:

Nil.

Other Directorships
Nil.

BLACKSTONE MINERALS LIMITED Annual Report 2022MS ALISON GAINES
Non-Executive Director – appointed 1 April 2021

Qualifications
Doctor of University (hon.causa), Master of Arts (Public Policy), Bachelor of Laws, Bachelor of Arts hons
(Politics), Australian Institute of Company Directors and INSEAD IDP-C and Fellow of the Australian
Institute of Company Accountants.

Experience
Ms Gaines is a Board advisor and Australian Non-Executive Director with strong commercial skills and
international experience. She has been an executive for over 20 years and is an active Non-Executive
Director and Chair on Australian and international boards. She has recently established her own board
governance advisory firm after fourteen years with Gerard Daniels, a Perth headquartered international
search and board consulting firm where she was recently global Chief Executive Officer, responsible for
the Perth, Sydney, London and Houston offices.

Interest in Securities at the date of this report
Fully Paid Ordinary Shares:
Service Rights:

Nil.
212,465

Other Directorships
Hiremii Limited – Non-Executive Chairperson (since 3 May 2021)

DIRECTORS’ REPORT

10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES (CONTINUED)

DR FRANK BIERLEIN
Non-Executive Director – appointed 12 November 2021

Qualifications
PhD (Geology) from the University of Melbourne, Fellow of the Australian Institute of Geoscientists (AIG)
and member of both the Society of Economic Geologists (SEG) and the Society of Geology Applied in
Mineral Deposits.

Experience
Dr Bierlein is a geologist with 30 years of experience as a consultant, researcher, lecturer and industry
professional. Dr Bierlein has held exploration and generative geology management positions across
a vast number of companies as well as consulting for several others. Dr Bierlein has worked on six
continents spanning multiple commodities, and over the course of his career has published and co-
authored more than 130 articles in peer-reviewed scientific journals.

Interest in Securities at the date of this report
Fully Paid Ordinary Shares:

Nil.

Other Directorships
PNX Metals Limited (since 18 June 2021)
Impact Minerals (since 13 October 2021)
Firetail Resources Limited (since 10 November 2021)

JAMIE BYRDE – BCOM, CA.
Company Secretary – appointed 15 March 2017

Mr Byrde is a Chartered Accountant with over 18 years experience in corporate, audit and Company
secretarial matters. Previously Mr Byrde has held positions providing corporate advisory services, financial
accounting/reporting and ASX/ASIC compliance management. Mr Byrde is also currently Company Secretary
for Venture Minerals Limited and Codrus Minerals Limited.

Other Directorships
Codrus Minerals Limited (since 1 January 2021)

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

11. PEOPLE, REMUNERATION, CULTURE AND DIVERSITY
COMMITTEE COMMITTEE CHAIR LETTER

Dear Shareholder,

On behalf of the Board of Directors, I am pleased to present our Remuneration Report for the financial
year 2022 (FY2022), which summarises Blackstone Minerals’ remuneration strategy and outcomes for
Key Management Personnel, Executives and Non-Executive Directors.

Our year

Blackstone has delivered a number of achievements for FY2022 including the completion of the
Ta Khoa Refinery Pre-feasibility Study and the Integrated Study for the Ta Khoa combined upstream
and downstream projects. These were significant milestones as we progress towards delivery of the
Definitive Feasibility Study for Ta Khoa. With a backdrop of a volatile financial markets we understand
the challenges ahead for our business and people. These results would not have been possible without
the dedication of all our people and the leadership of our passionate and committed Executive
Leadership Team. We have extremely strict COVID-19 policies at our main operations in Vietnam which
has allowed us to continue to explore and develop during the pandemic safely and efficiently without
significant interruptions.

We appreciate the exceptional efforts of our people as they rapidly adapt to the changing external
environment and delivered excellent discovery results, strong financial results and improved returns to
shareholders in FY2023 and beyond.

Remuneration Outcomes

The Board has continued to work with BDO Remuneration and Reward Pty Ltd (“BDO”) to undertake
Board, Executive, Key Management Personnel (“KMP”) and Employees salary benchmarking against its
peers and establishing a structured remuneration framework with an equity incentive plan to reward,
incentivise, attract and retain high calibre people to the business.

Following the review by BDO, in FY2022 Performance Rights and Incentive Plan Framework was
implemented and the company issued 6,805,962 options, consisting of short-term, long-term and
retention options to KMP and employees under the Performance Rights and Option Plan. KMP did not
participate in the retention scheme. We believe this plan is designed to support the business strategy
and drive sustainable outperformance for shareholders in the long term.

In addition to this, in FY2022 the Board has established a People, Remuneration, Culture and Diversity
Committee as well as a Nomination Committee to provide appropriate Board Governance and
oversight.

DIRECTORS’ REPORT

11. PEOPLE, REMUNERATION, CULTURE AND DIVERSITY
COMMITTEE COMMITTEE CHAIR LETTER (CONTINUED)

KMP Changes

On 12 November 2021, as part of the Board succession and renewal process, Mr Andrew Radonjic a
founder and director of the Company resigned from his position on the Board. On the same day, the
Board appointed Dr Frank Bierlein following an extensive director search. Dr Bierlein has over 30 years
of experience as a consultant, researcher, lecturer and industry professional as a director in Australia and
internationally. Dr Bierlein has worked accross six continents spanning multiple commodities and has a
PhD (geology) from the University of Melbourne and is a Fellow of the Australian Institute of Geoscientists
(AIG) and a member of both the Society of Economic Geologists (SEG) and the Society of Geology
Applied to Mineral Deposits. We have already enjoyed having Frank on the Board since November 2021,
with his formal election to the Board proposed at the 2022 AGM.

Our remuneration strategy supports Blackstone’s business strategy

The Board is committed to ensuring the remuneration strategy reflects good governance, consultation with
key stakeholders, and is transparent in its design to support the business strategy and drive sustainable
outperformance for shareholders over the long-term. It strongly aligns to shareholder’s interests by
incorporating significant equity components to encourage executives to behave like owners of the
business – focused on sustainable, long-term value creation.

On behalf of the Board, we invite you to read the report and we look forward to receiving your feedback at
the Annual General Meeting (“AGM”).

Alison Gaines

Independent Chair of the People, Remuneration, Culture and Diversity Committee

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED)

The Directors of Blackstone Minerals Limited are pleased to present your Company’s 2022 remuneration
report which sets out remuneration information for the Non-Executive Directors, Executive Directors and
other key management personnel (“KMP”). This report forms part of the Director’s Report and has been
audited in accordance with section 300A of the Corporations Act 2001.

The following sections are included with this report:

(a) Directors and key management personnel

(b) Remuneration governance

(d) FY2022 Executive Remuneration Policy and Framework

(e) Non-Executive Director Remuneration

(f) Voting and comments made up at the company’s 2021 Annual General Meeting

(g) Details of Remuneration

(h) Details of Share Based Payments and Bonuses

(i) Equity instruments held by key management personnel

(j) Loans to key management personnel

(k) Other transactions with key management personnel

(a) Directors and key management personnel

Non-Executive Directors

Mr H Halliday

Mr A Radonjic

Mr H Jung

Ms A Gaines

Dr F Bierlein

Executive Directors

Non-Executive Chairman

Non-Executive Director (Resigned 12 November 2021)

Non-Executive Director

Non-Executive Director (Appointed 12 November 2021)

Mr S Williamson

Managing Director

Other key management personnel

Mr J Byrde

Mr A Strickland

Company Secretary

Executive (Effective 14 February 2022. Previously Head of Project
Development until 13 February 2022)

All of the key management personnel held their positions during the year ended 30 June 2022
and up to the date of this report unless otherwise disclosed. Mitchell Thomas was appointed as
CFO and commenced his role in July 2022.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(b) Remuneration Governance

The Board has formed a People, Remuneration, Culture and Diversity Committee, which will
work together with Executive KMP and Management to apply our Remuneration Governance
Framework (see below) and ensure our strategy supports sustainable shareholder value.
Our remuneration framework moving forward has been designed to support our Purpose,
Principles, Strategy and our long-term approach to creating value for our shareholders,
customers and the community.

Membership of the Committee from 1 July 2021 comprised of the following and chaired by an
independent NED as follows:

Alison Gaines

Independent Non-Executive Committee Chair

Andrew Radonjic

Non-Executive, Committee Member
(resigned 12 November 2021)

Scott Williamson

Managing Director, Committee Member*

*Note as the Committee includes other terms of reference and scope including People, Culture
and Diversity the Managing Director as a Committee Member is deemed appropriate and
supports the committee so that it can make recommendations to the Board. The Managing
Director abstains to any discussions or recommendations regarding personal remuneration.

The Committee’s Charter allows the Committee access to specialist external advice about
remuneration structure and levels and is utilised periodically to support the remuneration
decision making process.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

The Remuneration Governance Framework is summarised through the diagram below.

Blackstone Board

• Overall Responsibility for the remuneration strategy and outcome for executives and non-executive directors

•

Reviews and approves recommendations for the Nomination and Remuneration Committee

Approves the appointment of the non-executive directors

Nomination Committee

(a) Maintaining a Board that has an appropriate mix of skillls and
experience to be an effective decision-making body; and

(b) Ensuring that the Board is comprised of Directors who contribute
to the successful management of the Company and discharge
their duties having regard to the law and the highest standards of
corporate governance

People, Remuneration, Culture and Diversity Committee

•

The Independent Chair of the Committee, non-executive and managing director, make recommendations ot the Board on
remuneration strategy, governance and policy for Executive KMP and Non-Executive Directors

Key responsibilities of the Committee are as follows:

(a)

In respect of its remuneration role

The primary purpose of the Committee (in relation to its remuneration role) is to support and advise the Board in fulfilling its
responsibilities to shareholders by:

(a)

reviewing and approving the executive remuneration policy to enable the Company to attract and retain executives and
Directors who will create value for shareholders;

(b) ensuring that the executive remuneration policy demonstrates a clear relationship between key director performance and

remuneration;

(c)

recommending to the Board the remuneration of executive and non-executive Directors;

(d)

fairly and responsbly rewarding executives having regard to the performance of the Group, the performance of teh
executives and the prevailing remuneration expectations to the market;

(e)

reviewing the Company’s recruitment, retention and termiantion policies and procedures for senior management;

(f)

(g)

reviewing and approving the remuneration of Director reports to the Managing Director, and as appropriate other senior
executives; and

reviewing and approving any equity based plans and other incentive schemes. The Remuneration Policy will guide the
People, Remuneration, Culture and Diversity recommendations and the Board’s adoptions of those recommendations.

Managing Director and Human Resources Manager

Independent External Advisors

•

Provides information to the People and Remuneration
Committee for the Committee to recommend:

Incentive targets and outcomes

Remuneration Policy

Short and Long-Term incentive participation
eligibility

Individual remuneration and contractual
arrangements for executives

•

Provide external independent advice, information
and recommendations relevant to remuneration
decisions where required

Throughout the year, the Board received
benchmarking data on executive remnuerations
to external providers

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

The remuneration framework has been tailored to increase goal congruence between
shareholders, directors and executives. This has previously been achieved by the issue of
performance options to directors, executives and other key management personnel, at the
discretion of the Board of Directors. The performance options issued under the Employee
Incentive Scheme have been based on a mixture of short, medium and long-term incentive
options. This structure rewarded executives for both short-term and long-term shareholder wealth
development. The Company’s performance in FY2022 is summarised below:

30 June 2017

30 June 2018

30 June 2019

30 June 2020
(Restated)**

30 June 2021
(Restated)**

30 June 2022

(865,159)

(8,438,991)

(4,182,260)

(12,429,073)

(15,880,279)

(31,938,576)

(865,159)

(8,438,991)

(4,182,260)

(12,429,073)

(17,179,625)

(35,542,567)

Profit or Loss
attributable
to owners of
Blackstone

Group Profit or
(Loss)

Share Price ($)

$0.190

$0.175

$0.083

$0.185

$0.355

$0.180

Market
Capitalisation

$6,802,001

$16,835,834

$23,347,156

$46,577,231

$117,800,427

$84,860,562

* comparative information has not been adjusted for the effects of adopting AASB 16 in 2020 and AASB 9 and 15 in 2019.

** a restatement of comparative information has been performed as detailed in Note 33 of the financial statements

FY2022 Remuneration Outcomes

During the year, the company issued 6,805,962 zero exercise price options (“ZEPOs”),
consisting of short-term, long-term and retention options to KMP and employees under the
Performance Rights and Option Plan. Included in this issue, was the issue of 949,574 shot-
term incentive ZEPOs and 1,518,415 long-term incentive ZEPOs issued to KMP. KMP did not
participate in the retention tranche.

These performance conditions were selected as they strongly correlate remuneration to
outcomes key to executing on strategic objectives and achieving short-term and long-term
goals of the company. To assess whether the performance conditions are satisfied, the Board
and Executive Management assess results against the terms outlined in the vesting conditions.

The grant date for all options issued below to Mr Williamson was 29 November 2021.

The grant date for all options issued to KMP below was 7 October 2021.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

The terms of these options issued to KMP were as follows:

Short Term Incentives

Tranche

Vesting Conditions

Complete life cycle
carbon analysis on
integrated upstream
and downstream PFS
for the Ta Khoa Project
demonstrating NCM
production impact
(Kg CO2 eq/Kg
NCM) in lowest 50th
percentile of similar
producers. The analysis
will be completed
with reference to an
independent third
party report.

Completion of Phase
One Pilot Plant
Program for the
Downstream Refinery
(Ta Khoa Project) to
supply battery grade
sample products to
potential downstream
partners.

Achieve a JORC
compliant resource
of 500,000 tonnes
(inferred and indicated)
of Nickel or metal
equivalents reported in
accordance with clause
50 of JORC code, for
the Ta Khoa Project
and greater than 50%
conversion of Resource
to Reserve.

STI
Tranche 1

STI
Tranche 2

STI
Tranche 3

Vesting
date/First
Exercise
Date

Exercise
Price

Expiry
Date

Number
of Options
Issued to
KMP FY 2022

Fair Value
per Option

Total Fair
Value

Share-based
payment for
KMP in Rem
Report FY
2022

Mr Williamson:
88,385

Mr Williamson:
$0.57

Mr Williamson:
$50,380

Mr Byrde:
41,926

Mr Byrde:
$0.47

Mr Byrde:
$19,705

30-Jun-22

$0.00

3-Dec-26

Mr Strickland:
84,986

Mr Strickland:
$0.47

Mr Strickland:
$39,943

Mr Williamson:
220,963

Mr Williamson:
$0.57

Mr Williamson:
$125,949

Mr Williamson:
*

30-Jun-22

$0.00

3-Dec-26

Mr Byrde:
83,853

Mr Byrde:
$0.47

Mr Byrde:
$38,411

Mr Byrde:
*

Mr Strickland:
169,972

Mr Strickland:
$0.47

Mr Strickland:
$79,887

Mr Strickland:
*

Mr Williamson:
132,577

Mr Williamson:
$0.57

Mr Williamson:
$75,569

Mr Byrde:
41,926

Mr Byrde:
$0.47

Mr Byrde:
$19,705

Mr Strickland
84,986

Mr Strickland:
$0.47

Mr Strickland:
$39,943

30-Jun-22

$0.00

3-Dec-26

Total STI ZEPOs issued to KMP

949,574

$489,492

$245,245

* The vesting conditions of STI Tranche 2 had no been met as at the 30 June 2022 measurement date, and therefore the options were

cancelled following 30 June 2022. The accumulated value attributed to those options was reversed out through share-based payments
expense recorded during the period.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

Long-term Incentives

Tranche

Vesting Conditions

LTI
Tranche
1

Securing a binding
downstream offtake and
a downstream partner to
develop the Ta Khoa Project

LTI
Tranche
2

Achieve a final investment
decision and commence
development of the Ta Khoa
Project

LTI
Tranche
3

• Zero fatalities at the Ta

Khoa Project

• Total Recordable Incident
Frequency Rate target is
30% off 3.9% = 3%

• Zero material breaches of

any permits

A net zero carbon DFS
(Scope 1 and 2 emissions)

LTI
Tranche
4

Proportional vesting will
occur based on the Absolute
Total Shareholder Return
(“ATSR”) from 1 July 2021
to 30 June 2024 (the
“Measurement Period”)

LTI
Tranche
5

Proportional vesting will
occur where the Relative
Total Shareholder Return
(“RTSR”) exceeds the median
TSR over the Measurement
Period from 1 July 2021 and
30 June 2024 of the selected
peer group**

Vesting
date/
First
Exercise
Date

Exercise
Price

Expiry
Date

Number
of Options
Issued to
KMP FY 2022

Fair Value
per Option

Total Fair
Value

Share-based
payment for
KMP in Rem
Report FY
2022

Mr Williamson:
176,771

Mr Williamson:
$0.57

Mr Williamson:
$100,759

Mr Williamson:
*

30-Jun-23

$0.00

3-Dec-26

Mr Byrde:
41,926

Mr Byrde:
$0.47

Mr Byrde:
$19,705

Mr Byrde:
*

Mr Strickland:
84,986

Mr Strickland:
$0.47

Mr Strickland:
$39,943

Mr Strickland:
*

Mr Williamson:
176,771

Mr Williamson:
$0.57

Mr Williamson:
$100,759

Mr Williamson:
*

30-Jun-23

$0.00

3-Dec-26

Mr Byrde:
41,926

Mr Byrde:
$0.47

Mr Byrde:
$19,705

Mr Byrde:
*

Mr Strickland:
84,986

Mr Strickland:
$0.47

Mr Strickland:
$39,943

Mr Strickland:
*

Mr Williamson:
176,771

Mr Williamson:
$0.57

Mr Williamson:
$100,759

Mr Williamson:
$27,735

30-Jun-24

$0.00

3-Dec-26

Mr Byrde:
41,926

Mr Byrde:
$0.47

Mr Byrde:
$19,705

Mr Byrde:
$5,257

Mr Strickland:
84,986

Mr Strickland:
$0.47

Mr Strickland:
$39,943

Mr Strickland:
$10,657

Mr Williamson:
176,771

Mr Williamson:
$0.19

Mr Williamson:
$33,593

Mr Williamson:
$7,580

30-Jun-24

$0.00

3-Dec-26

Mr Byrde:
41,926

Mr Byrde:
$0.16

Mr Byrde:
$6,570

Mr Byrde:
$1,753

Mr Strickland:
84,986

Mr Strickland:
$0.16

Mr Strickland:
$13,317

Mr Strickland:
$3,553

Mr Williamson:
176,771

Mr Williamson:
$0.19

Mr Williamson:
$33,593

Mr Williamson:
$7,580

30-Jun-24

$0.00

3-Dec-26

Mr Byrde:
41,926

Mr Byrde:
$0.16

Mr Byrde:
$6,570

Mr Byrde:
$1,753

Mr Strickland:
84,986

Mr Strickland:
$0.16

Mr Strickland:
$13,317

Mr Strickland:
$3,553

Total LTI ZEPOs issued to KMP

1,518,415

$588,181

$69,421

* As at reporting date, no value was expensed as the Company assessed that the most likely outcome as at 30 June 2022 was that none
of the instruments will vest (i.(e) probability of less than 50%). Following 30 June 2022, 29,397 options related to Tranche 1 and 29,397
options related to Tranche 2 issued to employees who resigned prior to 30 June 2022 have been cancelled. No value was previously
recorded against those options cancelled

** Peer group selected for LTI Tranche 5: Renascor Resources Limited, ExoGraf Limited, Magnis Energy Technologies Limited, Cobalt Blue
Holdings Limited, Sunrise Energy Metals Limited, Jervois Global Limited, Euro Manganese Inc., Mincor Resources NL, Poseidon Nickel
Limited, Panoramic Resources Limited, Centaurus Metals Limited and Queensland Pacific Metals Limited.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

The Managing Director, Scott Williamson had 1,000,000 options issued on 9 October
2019 vest during the year upon achieving 24 months of service from the date of issue. Mr
Williamson also received 441,925 Short Term Incentive zero exercise price options (consisting
of 883,855 Tranche 1, 220,963 Tranche 2 and 132,577 Tranche 3 options) and 883,855 Long
Term Incentive options (consisting of 176,771 options of each Tranches 1 – 5) under the
above terms during the year. As at 30 June 2022, it was assessed that Tranche 1 and Tranche
3 of the STI options had vested, and subsequent to 30 June 2022, Scott Williamson exercised
220,962 options related to Tranches 1 and 3 STI. The Tranche 2 vesting conditions were not
met and, consequently, 220,963 of options were forfeited subsequently to 30 June 2022.

Mr Radonjic had 1,500,000 options which were previously issued on 9 October 2019, with
the same terms as the managing directors’, which vested and were converted prior to his
resignation on 12 November 2021. Following this 9 October 2019 issuance, Non-Executive
Directors options have no longer been entitled to performance-based options, and none
have been issued since.

Ms Gaines received 212,465 service rights in lieu of committee fees as approved by
shareholders on 29 November 2021 at the AGM. The service rights represent committee
fees that would otherwise be payable to Ms Gaines in cash for each of the three year periods
between 30 June 2021 and 30 June 2024. The services rights issues were as follows:

• 70,821 service rights in lieu of $25,000 annual committee fees for FY2022

• 70,821 service rights in lieu of $25,000 annual committee fees for FY2023

• 70,821 service rights in lieu of $25,000 annual committee fees for FY2024

The service rights were issued using a deemed issue price equal of $0.353, which is the
volume weighted average price of the shares over the 30 consecutive trading days ending 30
Jun 2021. The issuance of these rights was selected as a replacement for cash remuneration
of the same value and therefore no further performance conditions were attached.

The value presented in subsection G Details of Remuneration represents the fair value
of the rights on grant date amortised over the vesting periods as required under AASB 2
Share-based payments. The fair value of $0.57 per right corresponds with a grant date of 29
November 2021. The full fair value as at grant date to be amortised over the vesting periods
is $121,105.

It is worth noting that in the FY2022 remuneration framework and moving forward, the STI
and LTI awards to KMPs will continued to be structured in a manner that consists of explicit
performance measures, as well as a service condition.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(d) FY2022 Executive Remuneration Policy and Framework

The Board reviewed and updated the remuneration framework for FY2022. The Board has
sought to ensure that the framework is fit for purpose and aligns with shareholder value
creation. It is the Board’s intention that this remuneration framework will set the platform for the
remuneration moving forward, with the Board committed to continuing to review and improve
the framework on an annual basis. The remuneration framework features the following:

Remuneration Mix

The percentages provided here are presented as a percentage of Total Fixed Remuneration (“TFR”).

KMP

80%

50%

40%

TFR

STI

LTI

TFR

STI

LTI

FY2022 Incentive award features

Short-Term Incentive (“STI”)

Long-Term Incentive (“LTI”)

• Annual Grant

• Award provided 100% in equity through

• Award provided 100% in equity

Zero Exercise Priced Options

through Zero Exercise Priced Options

• 12-month performance period

• 3-year performance period

• 100% of award to KMPs subject to 12

month restriction on sale of underlying
shares

• As part of the awards, there will be a
trance that will include a requirement
for there to be zero workplace
fatalities at the Company’s premises
or operational sites

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

The remuneration policy of Blackstone Minerals Limited has always been designed to best
align executives’ objectives with shareholder and business objectives by providing both fixed
and variable remuneration components which are assessed on an annual basis. By providing
components of remuneration that are indirectly linked to share price appreciation (in the form of
options and rights), executive, business and shareholder objectives have been strongly aligned.
FY2022 included grants of STI and LTI awards to executives.

The Board of Blackstone Minerals Limited believes the remuneration framework in place for
FY2022 acted appropriately and effectively in its ability to attract, motivate and retain key talent to
run and manage the Company, as well as create alignment between Company and shareholder
value creation.

In determining competitive remuneration rates, the Board review local and international trends
among comparative companies and industry generally. Independent, external benchmarking
data is used as one of a number of factors such as the surrounding market conditions and
sentiment, the trajectory of the Company’s growth, strategic objectives, competency and skillset
of individuals, scarcity of talent, changes in role complexities and geographical spread of the
Company to ensure that the Company’s remuneration levels are competitive amongst market
peers. These ongoing reviews are performed to confirm that the executive remuneration
framework is in line with market practice and is reasonable in the context of Australian executive
reward practices.

The Board also ensures that the mix of executive compensation between fixed and variable,
long-term awards is appropriate as well as cash versus equity levels. The Company endeavours to
reduce cash expenditure by providing a greater proportion of compensation in the form of equity
instruments. This allows cash-flows to be directed towards exploration programs with a view to
improving the quality of our projects.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

Total Fixed Remuneration

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is
reviewed annually by the People, Remuneration, Culture and Diversity Committee on behalf of
the Board. This is based on individual responsibility and contribution, the overall performance
of the consolidated entity and comparable market remuneration taking into account the scale of
the Company’s business and responsibilities. Executives may receive their fixed remuneration in
the form of cash and other fringe benefits (for example motor vehicle benefits) where it does not
create any additional costs to Blackstone and provides additional value to the Executive.

Increases in TFR in FY2022 are in response to, but not limited to, the growth of the Company,
increase in role complexity and responsibilities, as well as needing to be competitively
positioned to ensure Blackstone is in a place to attract, motivate and retain key staff.

Incumbent

Position

FY2021 TFR A

FY2022 TFR B

% Change in TFR from
FY2021 to FY2022

S Williamson

Managing Director

$313,500

$390,000

J Byrde E

Chief Financial Officer /
Company Secretary

$146,667 C

$180,600 D

A Strickland

Executive F

$220,000

$300,000 F

24%

23%

36%

A Includes superannuation of 10%, which was effective from 1 July 2021 (previously 9.5%)

B Includes superannuation of 10.5%, which was effective from 1 July 2022 (previously 10%)

C Mr Byrde’s agreement increased from $197,100 to $220,000 including superannuation on 9 November 2020. From 1

July 2020 the split of Mr Byrde’s agreement is 0.7 FTE in Blackstone Minerals Limited and 0.3 FTE in a related entity
(previously 0.33 FTE in Blackstone Minerals Limited and 0.67 FTE in related entities)

D Mr Byrde’s agreement increased from $220,000 to $258,000 including superannuation on 1 July 2021. There was no

change to the split of Mr Byrde’s agreement is 0.7 FTE in Blackstone Minerals Limited and 0.3 FTE in a related entity

E Subsequent to 30 June 2022, Mr Byrde resigned from the role of Chief Financial Officer and retained the role of

Company Secretary. Mr Byrde’s remuneration was updated to reflect the change in role

F Mr Strickland’s agreement increased from $220,000 to $300,000 including superannuation on 1 July 2021. Mr
Strickland’s role changed to Executive effective 14 February 2022 (Previously Head of Project Development 29
October 2020 to 13 February 2022)

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

During the year, there were STI and LTI awards granted to Executives on the terms noted under
section 12 (c) of the Remuneration Report above.

How is the award
delivered?

The award is delivered through the issue of ZEPOs under the Employment Performance
Rights and Option Plan

How often are awards
made and was an award
made in FY2022?

At the Board’s discretion or within six months of commencement of a new employee.
In FY2022, a plan was finalised which involved annual grants of STI and LTI’s for key
management personnel.

What is the quantum of the
award and what allocation
methodology is used?

949,574 STI ZEPOs and 1,518,415 LTI ZEPOs issued to KMP with an exercise price of
$0.00, expiring on 3 December 2026.

What are the performance
conditions?

STI Tranche 1
Complete life cycle carbon analysis on integrated upstream and downstream PFS for the
Ta Khoa Project demonstrating NCM production impact (Kg CO2 eq/Kg NCM) in lowest
50th percentile of similar producers. The analysis will be completed with reference to an
independent third party report

STI Tranche 2
Completion of Phase One Pilot Plant Program for the Downstream Refinery (Ta Khoa
Project) to supply battery grade sample products to potential downstream partners.

STI Tranche 3
Achieve a JORC compliant resource of 500,000 tonnes (inferred and indicated) of Nickel
or metal equivalents reported in accordance with clause 50 of JORC code, for the Ta Khoa
Project and greater than 50% conversion of Resource to Reserve.

LTI Tranche 1
Securing a binding downstream offtake and a downstream partner to develop the Ta
Khoa Project

LTI Tranche 2
Achieve a final investment decision and commence development of the Ta Khoa Project

LTI Tranche 3

• Zero fatalities at the Ta Khoa Project

• Total Recordable Incident Frequency Rate target is 30% off 3.9% = 3%

• Zero material breaches of any permits

• A net zero carbon DFS (Scope 1 and 2 emissions)

LTI Tranche 4
Proportional vesting will occur based on the Absolute Total Shareholder Return (“ATSR”)
from 1 July 2021 to 30 June 2024 (the “Measurement Period”)

LTI Tranche 5
Proportional vesting will occur where the Relative Total Shareholder Return (“RTSR”)
exceeds the median TSR over the Measurement Period from 1 July 2021 and 30 June
2024 of the selected peer group (See Notice of Meeting 26/10/2021).

Why were the performance
conditions selected?

For options with performance conditions, these conditions were selected as they strongly
correlate remuneration to outcomes key to executing on strategic objectives and
achieving short-term and long-term goals of the company.

What is the performance
period?

STI – from issue date to vesting date 30 June 2022

LTI – from issue date to the end of the measurement period

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

What happens to
Performance Rights
granted under the LTI Plan
when an Executive ceases
employment?

Where a participant ceases employment defined by the Group as resignation or
termination for cause, any unvested options are forfeited, unless otherwise determined by
the Board.

Where a participant ceases employment for any other reason, unvested options will
continue “on-foot” and will vest at the end of the original vesting period. Note that the
Plan Rules provide the Board with discretion to determine that a different treatment
should apply at the time of cessation, if applicable.

Malus/Clawback provisions

In the event of fraud, dishonest conduct or breach of duty or obligation owed to the
Company by the participant, the Board has the discretion to lapse all unvested options.

What happens in the event
of a change in control?

A change of control occurs where, as a result of any event or transaction, a new person or
entity becomes entitled to a significant percentage of shares in the Group.

•

In the event of a 50% change of control of the Group, all unvested Options will vest
in full, and Options will be exercisable until the end of the original exercise period,
subject to the Board determining that an alternative treatment should apply.

• Where a transaction or event occurs, other than a 50% Change of Control, that in the
opinion of the Board should be treated as a change of control for the purposes of the
Plan, the Board can determine the appropriate treatment of unvested Options.

With respect to vested options these would convert into shares of the acquiring Company.

Service Agreements

Blackstone Minerals Limited

Executive KMP Company

Position

Contract
duration

Notice
Period

Termination payments
in lieu of notice

S Williamson

Blackstone Minerals Limited

J Byrde

Blackstone Minerals Limited

Managing
Director

Company
Secretary

Unlimited

3 months

Up to 3 months fully paid

Unlimited

3 months

Up to 3 months fully paid

A Strickland

Blackstone Minerals Limited

Executive

Unlimited

3 months

Up to 3 months fully paid

Codrus Minerals Limited

Executive KMP Company

J Byrde

Blackstone Minerals Limited

Position

Company
Secretary

Contract
duration

Notice
Period

Termination payments
in lieu of notice

Unlimited

3 months

Up to 3 months fully paid

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(e) Non-Executive Director Remuneration

The Board policy is to remunerate Non-Executive Directors at market rates for comparable
companies for time, commitment and responsibilities. Fees for Non-Executive Directors are not
linked to the performance of the group.

In determining competitive remuneration rates, the Board review local and international trends
among comparative companies and industry generally.

Typically, Blackstone will compare Non-Executive Remuneration to companies with similar
market capitalisations in the exploration and resource development sector. These ongoing
reviews are performed to confirm that non-executive remuneration is in line with market practice
and is reasonable in the context of Australian executive reward practices.

Further to ongoing reviews, the maximum aggregate amount of fees that can be paid to non-
executive directors is $500,000. There are no planned changes to this limit requiring approval by
shareholders at the Annual General Meeting.

Board fees for FY2022 are as below (inclusive of superannuation):

Board fees

Chairman

Non-Executive Director

Committee fees

Audit, Risk and Environment,
Social and Governance Committee

People, Remuneration,
Culture and Diversity Committee

Nomination Committee

Chair

Member

Chair

Member

Chair

Member

FY2022

FY2023

$140,000

(no additional
committee fees)

$77,000

$16,000

–

$12,000

$6,000

–

$8,000

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(f) Voting and comments made up at the company’s 2021 Annual General Meeting

The Remuneration Report for the financial year ended 30 June 2021 received positive shareholder
support at the 2021 AGM with a vote of 99.91% in favour (2020: 51.20%).

(g) Details of Remuneration

Details of the remuneration of the Directors and key management personnel of the group
of Blackstone Minerals Limited are set out in the following table for the year ending 30 June
2022. There have been no changes to the below named key management personnel since
the end of the reporting year unless otherwise noted.

Short-Term

Cash Salary
& Fees

Incentives

Consulting
Fees

Leave
Entitlements

Other
Amounts D

Super-
annuation

Share Based
Payments –
Options & Service
Rights C

($)

Total

($)

2022

Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr A Radonjic A

Mr H Jung

Ms A Gaines

Dr F Bierlein B

67,203

34,424

65,000

80,000

42,808

Executive Directors

Mr S Williamson

360,939

Other Key Management Personnel

Mr J Byrde E

Mr A Strickland

Total Group
Remuneration

220,434

271,328

1,142,136

–

69,166

17,654

–

4,286

–

10,891

3,443

4,286

–

8,000

4,281

73,944E

140,655

66,412

69,286

166,230

51,375

41,250

4,286

27,500

182,892

616,867

16,757

10,891

22,043

48,173

16,629

–

27,133

217,524

318,298

532,614

86,820

74,636

43,212

92,400

522,533

1,961,737

A Mr Radonjic resigned from Blackstone Minerals Limited on 12 November 2021. Mr Radonjic’s remuneration within

the Group is disclosed up to this date as he was no longer a KMP of Blackstone following this date.

B Dr Bierlein was appointed on 12 November 2021.

C The fair value of the options is calculated based on the fair value at grant using a Black-Scholes model. The amounts
recognised in remuneration represent only the amortisation of grant date fair value relevant to the current period
based on the vesting date. Refer to Note 29 for further details of options issued during the June 2022 financial year.

D Represents allocation of value of Director and Officer insurance applied within the Group.

E Represents performance rights issued in lieu of committee fees totalling $75,000 (being $25,000 for three years),

the value presented represented the fair value of the rights on grate date amortised over the vesting periods as
required under AASB 2 Share-based payments.

F Balances include remuneration received by Blackstone Board members in the capacity of being a Board member
of the consolidated subsidiary, Codrus Minerals Limited (ASX: CDR). The amounts included were as follows:

Remuneration received as Board members of Codrus Minerals Limited

Non-Executive Directors

Mr A Radonjic

Mr J Byrde

15,385

60,000

–

6,605

1,539

6,000

–

23,529

72,605

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

Short-Term

Cash Salary
& Fees

Incentives

Consulting
Fees

Leave
Entitlements
(Restated)

Other
Amounts F

Super-
annuation

Share Based
Payments –
Options & Service
Rights E

($)

Total

($)

2021 (RestatedG)

Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr S Parsons A

Mr A Radonjic

Mr H Jung

Mr P Plakidis B

Ms A Gaines C

25,000

20,000

55,769

40,000

13,462

18,462

Executive Directors

Mr S Williamson

285,000

Other Key Management Personnel

Mr J Byrde G

120,780

Mr A Strickland D

125,385

Total Group
Remuneration

703,858

–

99,996

–

37,115

–

2,350

–

2,350

1,900

–

127,346

24,250

8,300

5,298

178,032

284,514

2,350

–

2,350

1,279

2,350

1,754

–

42,350

17,091

22,566

18,083

2,350

27,075

67,719

400,227

9,518

8,300

11,474

211,798

361,870

1,731

–

11,912

69,638

208,666

137,111

29,332

30,700

60,692

527,187

1,488,880

A Mr Parsons resigned on 24 December 2020.

B Mr Plakidis was appointed on 24 December 2020 and resigned on 1 April 2021.

C Ms Gaines was appointed on 1 April 2021.

D Mr Strickland was appointed on 9 November 2020.

E The fair value of the options is calculated based on the fair value at grant using a Black-Scholes model. The

amounts recognised in remuneration represent only the amortisation of value relevant to the current period based
on the vesting date Refer to Note 29 for further details of options issued during the June 2021 financial year.

F Represents allocation of value of Director and Officer insurance applied within the Group.

G Balances include leave entitlements, which were excluded from the prior period remuneration table. Balances

also include remuneration received by Blackstone Board members in the capacity of being a board member of
the consolidated subsidiary, Codrus Minerals Limited (ASX: CDR). These were disclosed as a separate line in each
KMP’s totals in the 30 June 2021 Remuneration Report (hence the balances above are ‘Restated”). The amounts
included were as follows:

Remuneration received as Board members of Codrus Minerals Limited

Non-Executive Directors

Mr A Radonjic

Mr J Byrde

1,538

2,308

–

5,950

146

219

178,032

185,666

178,032

186,509

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(h) Details of Share Based Payments and Bonuses

There were no cash bonuses issued or paid during the year.

Options are issued to directors, executives and other key management personnel of
Blackstone Minerals Limited as part of their remuneration. The options are issued based
on performance criteria set by the Board to increase goal congruence between executives,
directors, other key management personnel and shareholders.

Further details of options issued to Directors and key management personnel are as follows:

Granted

Total Fair
Value on
Grant Date of
Options and
Service Rights
Granted in FY
2022

Options and
Service Rights
Granted
as Part of
Remuneration
E

Total
Remuneration
Represented
by Options
and Service
Rights

Vested and
Exercised

Other
changes

Lapsed/
Forfeited

No.

2022

Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr A Radonjic A

Mr H Jung

–

Ms A Gaines

212,465

121,105 I

73,944 I

Dr F Bierlein B

–

Executive Directors

–

0.0%

–

(1,500,000) F

–

220,963 H

Mr S Williamson

1,325,780

621,362

260,917 C

29.6%

(1,000,000) G

Other key management personnel

Mr J Byrde E

377,335

144,507

62,621

Mr A Strickland

764,874

306,238

206,867 C

15.1%

40.8%

10,891

–

22,043

27,133

83,853 H

169,972 H

Share based payments and Bonuses as Board members of Codrus Minerals Limited D

Mr A Radonjic

Mr J Byrde

–

A Mr Radonjic resigned from Blackstone Minerals Limited on 12 November 2021.

B Mr Bierlein was appointed on 12 November 2021.

C Includes remuneration represented by options and performance shares granted in prior year where fair value amounts have amortised

into the current period

D Represents share based payments and bonuses received by Blackstone Board members in the capacity of being a Board member of

the consolidated subsidiary, Codrus Minerals Limited (ASX: CDR)

E The fair value of the options is calculated at the date of grant using a Black-Scholes model. Refer to Note 29 for further details of

options issued during the June 2022 financial year.

F The intrinsic fair value of the 1,500,000 options exercised by Mr Radonjic on 12 November 2021 was $639,000 net of cost to exercise.

G The intrinsic fair value of the 1,000,000 options exercised by Mr Williamson on 22 October 2021 was $889,500 net of cost to exercise.

H The Board assessed that the vesting conditions of STI Tranche 2 issued during the year had not been met as at the 30 June 2022

measurement date, and therefore the options were forfeited following 30 June 2022. The options were formally cancelled in July 2022.

I Represents performance rights issued in lieu of committee fees totalling $75,000 (being $25,000 for three years), which are being

amortised over the three year period. The value disclosed above represents the value on grant date of the rights.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

Granted

Total Fair
Value on
Grant Date of
Options and
Service Rights
Granted in FY
2022

Options and
Service Rights
Granted
as Part of
Remuneration
E

Total
Remuneration
Represented
by Options
and Service
Rights

Vested and
Exercised

Other changes

Lapsed/
Forfeited

No.

–

2021

Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr S Parsons A

Mr A Radonjic

Mr H Jung

Mr P Plakidis B

Ms A Gaines C

Executive Directors

Mr S Williamson

–

Other key management personnel

Mr J Byrde

–

(2,000,000) G

(1,500,000) H

–

67,719 F

17.7%

(3,750,000) I

Mr A Strickland

1,000,000

189,512

69,638

33,766 D

20.4%

33.7%

(550,000) J

–

Share based payments and Bonuses as Board members of Codrus Minerals Limited E

Mr A Radonjic

2,000,000

178,032

Mr J Byrde

2,000,000

178,032

99.1%

98.6%

–

A Mr Parsons resigned on 24 December 2020.

B Mr Plakidis was appointed on 24 December 2020 and resigned on 1 April 2021.

C Ms Gaines was appointed on 1 April 2021.

D Includes remuneration represented by options and performance shares relates to option and performance

shares granted in prior year.

E Represents share based payments and bonuses received by Blackstone Board members in the capacity of

being a Board member of the consolidated subsidiary, Codrus Minerals Limited (ASX: CDR)

F The fair value of the options is calculated at the date of grant using a Black-Scholes model.

G The intrinsic fair value of the 2,000,000 options exercised by Mr Halliday on 28 August 2021 was $810,000.

H The intrinsic fair value of the 1,500,000 options exercised by Mr Parsons on 24 December 2021 was

$538,500.

I Consists of 3,750,000 options exercised by Mr Williamson of 1,750,000 options exercised on 24 July

2020 and 2,000,000 options exercised on 28 August 2020, which had intrinsic fair values on the individual
exercise dates of $479,500 and $810,000 respectively net of cost to exercise.

J Consists of 550,000 options exercised by Mr Byrde of 125,000 options exercised on 28 August 2020 and
425,000 options exercised on 16 October 2020, which had intrinsic fair values on the individual exercise
dates of $50,625 and $182,200 respectively net of cost to exercise.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

I. Equity instruments held by key management personnel

The tables below show the number of:

i. options and performance rights over ordinary shares in the Company, and

ii. shares held in the Company that were held during the year by key management

personnel of the group, including their close family members and entities related to them.

There were no shares granted during the reporting year as compensation.

i. Option and rights holdings

Balance at
start of the
year

Granted as
remuneration

Exercised

Other
changes

Balance
on Date
individual
ceases to be
a KMP

Balance at
end of the
year

Vested and
Exercisable

30 June 2022

Directors of Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday
Mr A Radonjic A

Mr H Jung

Ms A Gaines
Dr F Bierlein B

Executive Director

–

1,500,000

–

212,465

–

(1,500,000)

–

Mr S Williamson

1,000,000

1,325,780

(1,000,000)

Other Key Management Personnel
Mr J Byrde E

300,000

Mr A Strickland

1,000,000

377,335

764,874

–

212,465

–

–
70,822 H

–

1,325,780

220,962G

677,335

1,764,874

383,852 I
669,972 J

Equity instruments held by key management personnel as Board members of Codrus Minerals Limited F
Mr A Radonjic

2,000,000 A

2,000,000

–

Mr J Byrde

2,000,000

30 June 2021

Directors of Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr A Radonjic
Mr S Parsons C

Mr H Jung
Mr P Plakidis D
Ms A Gaines E

2,000,000

1,500,000

–

Executive Director

Mr S Williamson

4,750,000

Other Key Management Personnel

Mr J Byrde

850,000

–

(2,000,000)

–

(1,500,000)

–

(3,750,000)

(550,000)

Mr A Strickland

–

1,000,000

–

2,000,000

–

1,500,000

–

1,000,000

–

1,000,000

–

Equity instruments held by key management personnel as Board members of Codrus Minerals Limited F
Mr A Radonjic

2,000,000

–

2,000,000

Mr J Byrde

–

2,000,000

–

2,000,000

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

A Mr Radonjic resigned from Blackstone Minerals Limited on 12 November 2021. Mr Radonjic

exercised his options prior to his resignation

B Dr Bierlein was appointed on 12 November 2021.

C Mr Parsons resigned on 24 December 2020. Mr Parsons exercised his options prior to his resignation

D Mr Plakidis was appointed on 24 December 2020 and resigned on 1 April 2021.

E Ms Gaines was appointed on 1 April 2021.

F Represents subsidiary equity instruments held by Blackstone Board members in subsidiaries in their

capacity of being a Board member of Codrus Minerals Limited (ASX: CDR)

G Balance represents STI Tranches 1 & 3 which vested on 30 June 2022 consisting of 88,385 ZEPOs for

STI Tranche 1 and 132,577 for STI Tranche 3.

H Balance represents Class A service rights which vested on 30 June 2022.

I Balance represents STI Tranches 1 & 3 consisting of 41,926 ZEPOs for STI Tranche 1 and 41,926 for

STI Tranche 3, as well as 300,000 employee options issued in prior years.

J Balance represents STI Tranches 1 & 3 consisting of 84,986 ZEPOs for STI Tranche 1 and 84,986 for

STI Tranche 3, as well as 500,000 employee options issued in prior years.

DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

ii. Share holdings

The number of shares in the Company held during the financial year by each Director of
Blackstone Minerals Limited and other key management personnel of the group, including
their personally related parties, are set out below. There were no shares granted during the
year as compensation.

Balance at start
of the year or on
appointment

Received on
exercise of
options and
performance
shares

Other changes

Balance on Date
individual ceases
to be a KMP

Balance at end of
the year

30 June 2022

Directors of Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr S Williamson

Mr A Radonjic A

Mr H Jung

Ms A Gaines

Dr F Bierlein B

11,481,383

7,200,000

5,780,179

–

1,000,000

1,500,000

–

Other Key Management Personnel

Mr J Byrde E

Mr A Strickland

400,000

2,800

–

(100,000)

(2,800)

–

(7,280,179)

–

Equity instruments held by key management personnel as Board members of Codrus Minerals Limited F

Mr A Radonjic

Mr J Byrde

30 June 2021

250,000

100,000

–

100,000

Directors of Blackstone Minerals Limited

Non-Executive Directors

Mr H Halliday

Mr S Williamson

Mr A Radonjic

Mr S Parsons C

Mr H Jung

Mr P Plakidis D

Ms A Gaines E

9,481,383

3,250,000

6,308,751

8,622,421

–

2,388,343

–

2,000,000

3,750,000

–

1,500,000

–

200,000

(528,572)

–

Other Key Management Personnel

Mr J Byrde

Mr A Strickland

150,000

2,800

550,000

(300,000)

–

(350,000)

–

(10,122,421) A

–

(2,388,343) B

–

8,200,000

–

300,000

–

200,000

11,481,383

7,200,000

5,780,179

–

400,000

2,800

250,000

100,000

Equity instruments held by key management personnel as Board members of Codrus Minerals Limited F

Mr A Radonjic

Mr J Byrde

–

250,000

100,000

–

A Mr Radonjic resigned from Blackstone Minerals Limited on 12 November 2021.

B Dr Bierlein was appointed on 12 November 2021.

C Mr Parsons resigned on 24 December 2020.

D Mr Plakidis was appointed on 24 December 2020 and resigned on 1 April 2021.

E Ms Gaines was appointed on 1 April 2021.

F Represents subsidiary equity instruments held by Blackstone Board members in subsidiaries

in their capacity of being a Board member of Codrus Minerals Limited (ASX: CDR)

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

12. REMUNERATION REPORT (AUDITED) (CONTINUED)

(j) Loans to key management personnel

There were no loans made to Directors and other key management personnel of the group,
including their close family members.

(k) Other transactions with key management personnel

Mr Radonjic is a Director of Venture Minerals Limited which shares office and administration
service costs on normal commercial terms and conditions.

Mr Halliday was a Non-Executive Director of Venture Minerals Limited until 26 November
2021, which shares either office and administration service costs on normal commercial
terms and conditions.

Aggregate amounts of each of the above types of other transactions with key management
personnel of Blackstone Minerals Limited:

Recharges to entities with joint KMP

(i)

Recharge of rent and shared office costs

Recharges to Venture Minerals Limited

Purchases from entities with joint KMP

2022
$

2021
$

170,167

281,798

(ii)

Shared office costs and other supplier services on arms’ length terms:

Payments to Venture Minerals Limited

10,908

163,939

(iii)

Balances outstanding to entities with joint KMP

Venture Minerals Limited

–

17,605

(l) Use of Remuneration advisors

The Remuneration Committee approved the engagement of BDO Remuneration and
Reward Pty Ltd (BDO) to undertake Board, Executive, Key Management Personnel (KMP)
and Employees salary benchmarking against its peers and establishing a structured
remuneration framework with an equity incentive plan to reward, incentivise, attract and
retain high calibre people to the business.

The remuneration recommendations were provided to the Committee as an input into
decision making only. Both BDO and the Remuneration Committee are satisfied the advice
received from BDO is free from undue influence from the KMP to whom the remuneration
recommendations apply. The Remuneration Committee considered the recommendations,
along with other factors, in making its remuneration decisions.

The Company paid BDO $7,250 for the work performed and recommendations provided.

End of remuneration report

DIRECTORS’ REPORT

13. SHARES UNDER OPTION

Unissued ordinary shares of Blackstone Minerals Limited under option at the date of this report are as follows:

Date options issued

Expiry Date

Exercise Price

Number under Option

Various *

20 August 2025

21 February 2020/

16 October 2020

20 February 2025

3 December 2021

3 December 2026

3 December 2021

3 December 2026

3 December 2021

3 December 2026

23 December 2021

3 December 2026

8 July 2022

7 July 2025

$0.001

$0.000

1,300,000

600,000

732,010

2,441,005

577,704

212,465

6,000,000

11,863,184

* Options issued under this option class have been issued on the following dates: 21 August 2020, 16 October 2020, 11 November 2020

and 28 May 2021.

No option holder has any right under the options to participate in any other share issue of the Company or
any other entity.

14. INSURANCE OF DIRECTORS AND OFFICERS

During or since the financial year, the Company has paid premiums of $30,000 (2021: $18,800) in respect of
a contract insuring all the directors of Blackstone Minerals Limited against legal costs incurred in defending
proceedings for civil or criminal conduct other than:

(a) A wilful breach of duty

(b) A contravention of sections 182 or 183 of the Corporations Act 2001, as permitted by section 199B of the

Corporations Act 2001

The Company has agreed to indemnify all the directors and executive officers for any breach of environmental
or discrimination laws by the Company for which they may be held personally liable.

15. INDEMNIFICATION OF AUDITORS

To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia,
as part of the terms of its audit engagement agreement against claims by third parties arising from the audit
(for an unspecified amount). No payment has been made to indemnify Ernst & Young Australia during or
since the financial year.

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

16. MEETINGS OF DIRECTORS

The number of Directors’ meetings (including committees) held during the year that each Director
who held office during the financial year were eligible to attend and the number of meetings
attended by each Director was:

FY 2022

Director

Mr H Halliday

Mr S Williamson

Mr A Radonjic A

Mr H Jung

Ms A Gaines

Dr F Bierlein B

Full meetings of
Directors

People, Remuneration,
Culture and Diversity
Committee

Audit, Risk and ESG
Committee

Nomination Committee

Number of
Meetings
Eligible

Meetings
Attended

Number of
Meetings
Eligible

Meetings
Attended

Number of
Meetings
Eligible

Meetings
Attended

Number of
Meetings
Eligible

Meetings
Attended

–

A Mr Radonjic resigned from Blackstone Minerals Limited on 12 November 2021.

B Mr Bierlein was appointed on 12 November 2021.

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in
any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or any part of these proceedings. The Company was not a party to any such proceedings
during the year.

17. ENVIRONMENTAL REGULATION AND PERFORMANCE

Blackstone is committed to ensuring compliance with environmental laws and minimising the
environmental impacts of its exploration and operation of the Ta Khoa Project in Vietnam, with an
appropriate focus placed on compliance with environmental regulations.

No material breaches have occurred or have been notified by any Government agencies during the year
ended 30 June 2022.

DIRECTORS’ REPORT

18. AUDITOR’S INDEPENDENCE DECLARATION & NON-ASSURANCE SERVICES

The lead auditor’s independence declaration for the year ended 30 June 2022 has been received
and can be found on page 76 of the Directors’ report.

The Company engaged Ernst & Young Australia to assist with preparation and lodgement of FY
2021 R&D Tax at a fee of $68,138 (2021: $0) The Board of Directors has considered the position and
are satisfied that the provision of the non-audit services is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that
the provision of non-audit services by the auditor did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following reasons:

(a) all non-audit services have been reviewed by the Board to ensure they do not impact the

impartiality and objectivity of the auditor;

(b) none of the services undermine the general principles relating to auditor independence as set

out in APES 110 Code of Ethics for Professional Accountants.

Signed in accordance with a resolution of the Board of Directors.

Scott Williamson
Managing Director

Perth, Western Australia, 30 September 2022

BLACKSTONE MINERALS LIMITED Annual Report 2022DIRECTORS’ REPORT

Competent Persons Statement

Sampling Techniques and Data, and the Reporting of Exploration Results

The information in this report that relates to Exploration Results and Exploration Targets is based on information compiled by Mr. Chris

Ramsay, Manager of Resource Geology for the Company and a Member of The Australasian Institute of Mining and Metallurgy. Mr. Chris

Ramsay has sufficient experience which is relevant to the style of mineralisation and type of deposits 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. Chris Ramsay consents to the inclusion in the report of the matters based on

his information in the form and context in which it appears.

Estimation and Reporting of Mineral Resources

The information in this report which relates Mineral Resources (JORC Table 1, section 3) for the Ban Phuc, Ban Khoa, Ban Chang and King

Snake Mineral Resources is based on, and fairly represents, information compiled by Mr. Kahan Mit-hat Cervoj. Mr Cervoj is a full-time

employee of Optiro Pty Ltd, consulting to Blackstone Minerals Limited, and is a Member of Australian Institute of Mining and Metallurgy.

Mr. Cervoj has sufficient experience which is relevant to the style and type of mineralisation under consideration, and to the activity which

he is undertaking, to qualify as a Competent Person as defined in the 2012 edition of the ‘Australian Code of Reporting of Exploration

Results, Mineral Resources and Ore Reserves’. Mr. Cervoj consents to the inclusion in the report of the matter based on his information in

the form and context in which it appears.

Reporting of Ore Reserves

The information in this announcement that relates to Ore Reserves is based on and fairly represents information compiled by Mr. Richard

Jundis, Director of Mining for Optimize Group and a Member of the Professional Engineers of Ontario. Professional Engineers of Ontario

is a ‘Recognised Professional Organisation’. Mr. Richard Jundis is an employee of Optimize Group and has sufficient experience in the

style of mineralisation and type of deposit under consideration and qualifies 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. Jundis consents to the inclusion of all

technical statements based on his information in the form and context in which it appears. Mr. Jundis holds no securities in Blackstone

Minerals Limited. Ore Reserves are a sub-set of Minerals Resources. Blackstone Minerals owns 90% of the tenure owner – Ban Phuc Nickel

Mines of Vietnam.

No New Information or Data

The Company confirms that it is not aware of any new information or data that materially affects the information including in the original

market announcements or the information on this page, and in the case of estimates of Mineral Resources and Ore Reserves, that all

material assumptions and technical parameters underpinning the estimates in the relevant market announcements continue to apply and

have not materially changed.

The Company confirms that the form and context in which the Competent Persons' finding are presented have not been materially

modified from the original market announcements.

DIRECTORS’ REPORT

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BLACKSTONE MINERALS LIMITED Annual Report 2022

DIRECTORS’ REPORT

Inferred Resources (continued)

Notes:

1. JORC (2012) disclosure for this Mineral Resource Estimate can be found on the company’s website (December 23rd, 2021).

2. Drilling conducted after October 2021 will be included in new Mineral Resource Estimates planned for late 2022. The new information

relates to infill drilling and is not expected the result in changes to the current estimates.

3. Some numerical differences may occur due to rounding

4. The resource reporting lower cut-off grades have changed from the previous 2020 Mineral Resource:

(a) Cut-off grade reporting lower limit:

i. DSS: Ban Phuc, Oxide & Transitional = 0.30% Ni, Fresh = 0.25% Ni – previously reported at 0.30% Ni for all material types

ii. MSV: Ban Chang & King Snake = 0.70% Ni – MSV’s not previously reported by Blackstone Minerals

5. Nickel Equivalent calculations are:

(a) Ban Phuc Ni Eq (%) = Ni (%) + 0.270 x Cu (%) + 2.76 x Co (%) + 0.336 x Pd (g/t) + 0.139 x Pt (g/t) + 0.190 x Au (g/t)

(b) Ban Khoa Ni Eq (%) = Ni (%) + 0.517 x Cu (%) + 1.95 x Co (%) + 0.314 x Pd (g/t) + 0.129 x Pt (g/t) + 0.244 x Au (g/t)

(c) Ban Chang & King Snake Ni Eq (%) = Ni (%) + 0.617 x Cu (%) + 2.24 x Co (%) + 0.331 x Pd (g/t) + 0.165 x Pt (g/t) + 0.252 x Au (g/t)

6. The Ban Phuc Mineral Resource Update includes all available drill holes drilled up to and including BP21-41 (Completed June 2021)

7. The Ban Khoa Mineral Resource Update includes all available drill holes drilled up to and including BK21-13 (Completed May 2021) –

drilling and testing is ongoing at the prospect (at Dec 2021)

8. The King Snake Mineral Resource includes drill holes drilled up to and including KS21-26 (Completed June 2021) – drilling and testing is

ongoing at the prospect (at Dec 2021)

9. The Ban Chang Mineral Resource includes drill holes drilled up to and including BC21-34 (Completed June 2021) – drilling and testing is

ongoing at the prospect (at Dec 2021)

10. The effective date of the Mineral Resource reported is 30th of October 2021, (the approximate cut-off date of the information included
in the Mineral Resource), however no new data for the DSS deposits was collected after June 2021. Drilling has been continuous at Ban
Chang and King Snake for all of 2021

11. The Ta Khoa mineral concessions are held by Ban Phuc Nickel Mine LLC, Vietnam (BPNM). Blackstone Minerals owns 90% of BPNM.

Resources are presented on a 100 % basis

DIRECTORS’ REPORT

Classification

Tonnes (kt)

Ni (%)

Cu (ppm)

Co (ppm)

Proven

Probable

Total

–

48,747

–

0.43

–

379

–

110

Table 7 – Blackstone Minerals – Ore Reserve Statement (June 30, 2022)

The Qualified Person for the Ore Reserve estimate is Richard Jundis, P.Eng., of Optimize Group Inc.

1. JORC (2012) disclosure for this Mineral Resource Estimate can be found on the company’s website (February 28th, 2022).

2. The estimate has an effective date of 31 Dec, 2021.

3. Ore Reserves are defined within a mine plan and incorporate 2% mining dilution and 2% overall metal losses.

4. Ore Reserves are based on Measured and Indicated Mineral Resource classifications only.

5. Ore Reserves are based on metal prices of US$16,800/tonne Nickel:Cobalt:Manganese 811 (NCM811), US$3.58/lb

copper and US$18.60/lb cobalt. The pits are constrained within an optimized pit shell ranging from 17-49º overall wall

slopes depending on rock type, and process recoveries that vary according to the recovery curves.

6. For each block, a total revenue and cost is generated. If the net profit is greater than 0, the block is flagged as ore; if

profit less than zero, the block is flagged as waste. Mining costs average 1.89 $/t mined, processing costs are 10.40 US$/t

processed, site general and administrative 1.00 US$/t processed, and nickel royalties 4.74 US$/t processed.

7. The estimate of Ore Reserves may be materially affected by metal prices, US$/VND$ exchange rate, environmental,

permitting, legal, title, taxation, socio-political, marketing, infrastructure development or other relevant issues.

8. Totals may not sum exactly due to rounding.

9. Ore Reserves are a sub-set of Mineral Resources

10. No further resource definition drilling has been carried after the reserve statement was completed. 14 metallurgical

drilling holes have been completed after the reserve statement was completed. As the drill core from the 14 holes is

depleted by the metallurgical testing – no new ‘resource’ specific information is expected from this drilling.

BLACKSTONE MINERALS LIMITED Annual Report 2022AUDITOR’S INDEPENDENCE DECLARATION

Under Section 307C of the Corporations Act 2001 to the Directors of Blackstone Minerals Limited

Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au

Auditor’s independence declaration to the directors of
Blackstone Minerals Limited

As lead auditor for the audit of the financial report of Blackstone Minerals Limited for the financial
year ended 30 June 2022, I declare to the best of my knowledge and belief, there have been:

a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the audit;

b. No contraventions of any applicable code of professional conduct in relation to the audit; and

c. No non-audit services provided that contravene any applicable code of professional conduct in

relation to the audit.

This declaration is in respect of Blackstone Minerals Limited and the entities it controlled during the
financial year.

Ernst & Young

Russel Curtin
Partner
30 September 2022

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

BLACKSTONE MINERALS LIMITED Annual Report 2022FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

Contents

Consolidated Statement of Profit or Loss and Other Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

Directors’ Declaration

Independent Auditor’s Report

134

135

These financial statements cover Blackstone Minerals Limited as a Group consisting
of Blackstone Minerals Limited and the entities it controlled from time to time during
the year (“Group” or “consolidated entity”). The financial statements are presented in
the Australian currency.

Blackstone Minerals Limited is a Company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal place of business is:

Blackstone Minerals Limited
Level 5, 600 Murray Street
West Perth WA 6005

A description of the nature of the Group’s operations and its principal activities
is included in the review of operations and activities on pages 10 to 39 in the
Directors’ report, which is not part of these financial statements.

The financial statements were authorised for issue by the Directors on 30 September
2022. The Company has the power to amend and reissue the financial statements.

Through the use of the internet, we have ensured that our corporate reporting is
timely, complete, and available globally at minimum cost to the Company. All press
releases, financial reports and other information are available on our website:

www.blackstoneminerals.com.au

BLACKSTONE MINERALS LIMITED Annual Report 2022CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME

For the Year Ended 30 June 2022

Interest income
Other income

Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Exploration expenditure
Depreciation expense
Depreciation on rights of use assets
Amortisation expense
Interest expense on lease liabilities
Finance and Interest Costs
Revaluation of share investments in listed entities

(Loss) before income tax
Income tax (expense)/benefit

(Loss) for the year

Notes

Consolidated
30 June 2022
$

30 June 2021
$
(Restated –
Note 33)

3(a)
3(b)

35,900
1,305,251

77,247
744,202

(5,221,595)
(1,747,338)
(3,419,364)
(2,578,305)
(166,912)
(376,913)
(112,636)
(25,368,738)
(827,251)
(279,394)
(17,432)
(23,134)
(24,941)
3,280,235

4(a)
29
4(b)

4(c),9
4(c),11
12
4(d) 11
4(d)
13

(2,905,050)
(1,139,531)
(1,246,116)
(2,570,248)
(63,515)
(187,400)
(49,684)
(8,934,772)
(683,257)
(121,300)
–
(17,626)
(82,575)
–

(35,542,567)
–

(17,179,625)
–

(35,542,567)

(17,179,625)

Other comprehensive income:
Items that may be reclassified to profit or loss
Effect of changes in foreign exchange rates on translation of
foreign operations
Total - Items that may be reclassified to profit or loss
Items that will not be classified to profit or loss

(258,096)

353,429

(258,096)
–

353,429
–

Total comprehensive (loss)

(35,800,663)

(16,826,196)

Loss for the year attributable to:
Non-controlling interests
Owners of Blackstone Minerals Limited

Total comprehensive (loss) attributable to:
Non-controlling interest
Owners of Blackstone Minerals Limited

(3,603,991)
(31,938,576)

(1,299,346)
(15,880,279)

(35,542,567)

(17,179,625)

(3,774,659)
(32,026,004)

(1,257,900)
(15,568,296)

(35,800,663)

(16,826,196)

Earnings per share for loss attributable to the owners
Basic and Diluted (loss) per share (cents per share)

(7.8)

(5.1)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction
with the accompanying notes

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the Year Ended 30 June 2022

Current Assets
Cash and cash equivalents

Receivables

Total Current Assets

Non-Current Assets
Other financial assets

Property, plant and equipment

Exploration and evaluation assets

Right-of-Use assets

Intangible assets

Investments held in listed entities

Total Non-Current Assets

Total Assets

Current Liabilities
Trade and other payables

Provisions

Lease liabilities

Total Current Liabilities

Non-Current Liabilities
Provisions

Lease liabilities

Other long-term liabilities

Total Non-Current Liabilities

Total Liabilities

Net Assets

Equity
Issued capital

Reserves

Accumulated losses

Equity attributable to the owners
Non-controlling interest

Total Equity

Notes

2022
$

Consolidated
2021
$
(Restated –
Note 33)

2020
$
(Restated –
Note 33)

40,752,510

21,800,914

2,184,905

1,050,318

6,786,541

2,226,050

42,937,415

22,851,232

9,012,591

857,792

5,211,413

7,473,136

684,468

87,158

12,878,310

575,169

5,097,161

7,400,000

278,640

114,840

5,471,527

7,931,498

386,179

27,192,277

13,350,970

13,904,044

70,129,692

36,202,202

22,916,635

4,227,397

4,381,515

6,823,460

842,128

275,981

390,195

158,245

901,713

136,722

5,345,506

4,929,955

7,861,895

462,529

423,251

385,703

425,378

138,025

465,980

258,804

1,271,483

563,403

724,784

6,616,989

5,493,358

8,586,679

63,512,703

30,708,844

14,329,956

127,365,110

61,360,348

38,171,741

8,945,309

7,179,534

2,120,137

(73,659,062)

(41,720,486)

(25,840,207)

62,651,357
861,346

26,819,396
3,889,448

14,451,671
(121,715)

63,512,703

30,708,844

14,329,956

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

BLACKSTONE MINERALS LIMITED Annual Report 2022CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Year Ended 30 June 2022

Contributed

Accumulated

Equity

Losses

Foreign

Currency

Reserve

Option

Reserve

Equity Reserve

Attributable to

Parent Entity

Non-

controlling

Total

interest

Balance at 1 July 2020 as
previously stated

Corrections of errors
(Note 33)

Balance at 1 July 2020
(restated – Note 33)

Total comprehensive
income for the year:

Loss for the year (restated
– Note 33)

Foreign Exchange
Differences (restated –
Note 33)

Transactions with owners
in their capacity as
owners:

Contributions of equity (net
of transaction costs)

Equity settled share based
payment transactions
(restated- Note 33)

Issue of Shares to NCI
in Subsidiary
(restated - Note 33)

38,171,741

(21,380,716)

(311,151)

1,665,130

(4,459,491)

766,158

38,171,741 (25,840,207)

455,007

1,665,130

(15,880,279)

311,983

(15,880,279)

311,983

23,188,607

1,587,147

–

18,145,004

(111,585)

18,033,419

(3,693,333)

(10,130)

(3,703,463)

14,451,671

(121,715)

14,329,956

(15,880,279)

(1,299,346)

(17,179,625)

311,983

41,446

353,429

(15,568,296)

(1,257,900)

(16,826,196)

23,188,607

1,587,147

983,101

2,570,248

3,160,267

4,285,962

7,446,229

Balance at 30 June 2021

61,360,348 (41,720,486)

766,990

3,252,277

3,160,267

26,819,396

3,889,448

30,708,844

Balance at 1 July 2020 as
previously stated

Corrections of errors (Note
33)

Balance at 1 July 2021
(restated – Note 33)

Total comprehensive
income for the year:

Loss for the year

Foreign Exchange
Differences

Transactions with owners
in their capacity as
owners:

Contributions of equity (net
of transaction costs)

Equity settled share based
payment transactions

Adjustment to transaction
costs in controlled entity

61,360,348

(35,839,819)

9,324

4,235,378

29,765,231

3,117,576

32,882,807

(5,880,667)

757,666

(983,101)

3,160,267

(2,945,835)

771,872

(2,173,963)

61,360,348 (41,720,486)

766,990

3,252,277

3,160,267

26,819,396

3,889,448

30,708,844

(31,938,576)

(87,428)

(31,938,576)

(87,428)

66,004,762

1,843,190

(31,938,576)

(3,603,991)

(35,542,567)

(87,428)

(170,668)

(258,096)

(32,026,004)

(3,774,659)

(35,800,663)

66,004,762

1,843,190

735,115

2,578,305

10,013

11,442

21,455

Balance at 30 June 2022

127,365,110 (73,659,062)

679,562

5,095,467

3,170,280

62,651,357

861,346

63,512,703

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended 30 June 2022

Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Cashflow boost
Other income
Payments of historical income tax liabilities
Payments for exploration and evaluation expenditure

Notes

Consolidated
30 June 2022
$

30 June 2021
$

(6,648,800)
35,945
-
946,657
(1,705,369)
(28,452,037)

(3,673,293)
77,515
50,000
634,061
-
(12,086,339)

Net cash (outflow) from operating activities

(35,823,604)

(14,998,056)

Cash Flows from Investing Activities
Purchase of property, plant and equipment
Purchase of exploration assets - Minerals Tenements
Investments of shares of listed entities
Purchase of Intangible assets – Software

(415,946)
(71,176)
(9,598,075)
(104,590)

(312,260)
-
-

Net cash (outflow) from investing activities

(10,189,787)

(312,260)

Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Proceeds from issue of initial public offer shares by Codrus
Minerals Limited
Proceeds from exercise of options
Share issue transaction costs
Payments for lease liabilities

Net cash inflow from financing activities

68,424,731

23,119,128

8,000,000

1,104,750
(4,250,419)
(248,581)

1,011,275
(1,652,541)
(130,544)

65,030,481

30,347,318

Net increase in cash and cash equivalents

19,017,090

15,037,002

Cash and cash equivalents at the start of the year
Effect of exchange rate

21,800,914
(65,494)

6,786,541
(22,629)

Cash and cash equivalents at the end of the year

40,752,510

21,800,914

Amounts relating to payments to suppliers and employees as set out above are inclusive of goods and
services tax. The above consolidated statement of cash flows should be read in conjunction with the
accompanying notes.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies

This note provides a list of all significant accounting policies adopted in the preparation of these
consolidated financial statements. These policies have been consistently applied to the financial year
presented, unless otherwise stated. The consolidated financial statements cover Blackstone Minerals
Limited as a Group consisting of Blackstone Minerals Limited and its subsidiaries (“Group”).

(a)

Basis of Preparation

These general-purpose consolidated financial statements have been prepared in
accordance with Australian Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board and the Corporations Act 2001. For the purposes of
preparing the consolidated financial statements, the Company is a for-profit entity.

i. Compliance with IFRS

The consolidated financial statements of Blackstone Minerals Limited also comply with
International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).

ii. Historical cost convention

These consolidated financial statements have been prepared on a historical cost basis,
except for certain financial assets that have been measured at fair value.

iii. Going Concern

These financial statements have been prepared on a going concern basis, which
contemplates continuity of normal business activities and the realisation of assets and
extinguishment of liabilities in the ordinary course of business.

At 30 June 2022, the Group comprising the Company and its subsidiaries has incurred a loss
for the year attributable to the owners of Blackstone amounting to $31,938,576 (Restated
2021: $15,880,279). The Group has a net working capital surplus of $37,876,890 (Restated
2021: $17,921,277) and cash and cash equivalents of $40,752,510 (2021: $21,800,914).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(b)

Principals of Consolidation

i. Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of the Group as at 30
June 2022 and the results of the parent and all subsidiaries for the year then ended.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the relevant activities of the
entity.

Generally, there is a presumption that a majority of voting rights results in control. When the
Group has less than a majority of the voting, or similar, rights of an investee, it considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement(s) with the other vote holders of the investee

• Rights arising from other contractual arrangements

• The Group’s voting rights and potential voting rights

Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases. The acquisition method of
accounting is used to account for business combinations by the Group.

Intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.

Where the Group’s interest in a subsidiary is less than 100 per cent, the interest attributable
to outside shareholders is reflected in non-controlling interests (NCIs). Profit or loss and each
component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the NCIs, even if this results in the non-controlling interests having
a deficit balance. A change in the ownership interest of a subsidiary, without a loss of control, is
accounted for as an equity transaction.

A list of controlled entities is contained in Note 31 to the financial statements. All controlled
entities have a 30 June financial year-end.

(c)

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision maker. The chief operating decision maker, who is responsible for
allocating resources and assessing performance of the operating segments, has been identified
as the Board of directors.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(d)

Foreign currency translation

i. Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using
the currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements are presented in Australian dollars, which is
Blackstone Minerals Limited’s functional and presentation currency. The Company’s foreign
subsidiaries, AMR Nickel Limited and Ban Phuc Nickel Mines Limited have functional currencies
of U.S. Dollars and Cobalt One Energy Corp has a functional currency of Canadian Dollars,
and are subject to foreign currency translations as described in (iii) below. There are no other
subsidiaries of the Group that have a functional currency that is different from the Group’s
presentation currency.

ii. Transactions and balances

Where a company in the Group transacts in a currency other than that of its functional currency,
those 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 of monetary assets and liabilities
denominated in foreign currencies at period end exchange rates are recognised in profit or
loss. They are deferred in equity if they are attributable to part of the net investment in a foreign
operation.

iii. Group Companies

The results and financial position of foreign operations that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities are translated at the closing rate at the reporting date

• Contributed equity and accumulated losses are translated at historical rates.

•

Income and expenses for the statement of comprehensive income are translated at average
exchange rates, and

• All resulting exchange differences are recognised in other comprehensive income.

(e)

Interest income

Interest income is recognised as the interest accrues (using the effective interest method, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial instrument) to the net carrying amount of the financial asset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(f)

Income tax

The income tax expense or benefit for the period is the tax payable in the current period on
taxable income based on the national income tax rate for each jurisdiction adjusted by changes
in deferred tax assets and liabilities attributable to temporary differences between the tax bases
of assets and liabilities and their carrying amounts in the financial statements, and to unused tax
losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates
expected to apply when the assets are recovered or liabilities are settled, based on those tax
rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are
applied to the cumulative amounts of deductible and taxable temporary differences to measure
the deferred tax asset or liability. An exception is made for certain temporary differences arising
from the initial recognition of an asset or a liability.

No deferred tax asset or liability is recognised in relation to these temporary differences if they
arose in a transaction, other than a business combination, that at the time of the transaction did
not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses
only if it is probable that future taxable amounts will be available to utilise those temporary
differences and losses. Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when the deferred tax balances
relate to the same taxation authority. Current tax assets and tax liabilities are offset where the
entity has a legally enforceable right to offset and intends either to settle on a net basis, or
to realise the asset and settle the liability simultaneously. Current and deferred tax balances
attributable to amounts recognised directly in equity are also recognised directly in equity.

(g)

Leases – Group as lessee

When a contract is entered into, the Group assesses whether the contract contains a lease.
A lease arises when the Group has the right to direct the use of an identified asset which is
not substitutable and to obtain substantially all economic benefits from the use of the asset
throughout the period of use.

i. Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset
is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as
applicable, any lease payments made at or before the commencement date net of any lease
incentives received, any initial direct costs incurred, and an estimate of costs expected to be
incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the
lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects
to obtain ownership of the leased asset at the end of the lease term, the depreciation is over
its estimated useful life. Right-of use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for
short- term leases with terms of 12 months or less and leases of low-value assets. Lease payments
on these assets are expensed to profit or loss as incurred.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(g)

Leases – Group as lessee (continued)

ii. Lease Liabilities

Lease liabilities are initially measured at the present value of future minimum lease payments,
discounted using the Group’s incremental borrowing rate if the rate implicit in the lease cannot
be readily determined, and are subsequently measured at amortised cost using the effective
interest rate. Minimum lease payments are fixed payments.

The lease liability is remeasured when there are changes in future lease payments arising from
a change in rates, index or lease terms from exercising an extension or termination option. A
corresponding adjustment is made to the carrying amount of the lease assets, with any excess
recognised in the consolidated profit or loss and other comprehensive income statement.

iii. Short-term and low value leases

(h)

Impairment of non-financial assets

At each reporting date, the group assesses whether there is any indication that an asset may be
impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less
costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered impairment are reviewed for possible
reversal of the impairment at each reporting date or more frequently if events or changes in
circumstances indicate that they might be impaired.

(i)

Cash and cash equivalents

For the purposes of presentation of the statement of cash flows, cash and cash equivalents
include cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.

(j)

Receivables

Receivables include amounts due from customers for goods and services performed in the
ordinary course of business. Receivables expected to be collected within 12 months of the end
of the reporting period are classified as current assets. All other receivables are classified as non-
current assets. Receivables are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest method, less an allowance for expected credit losses.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(k)

Exploration and evaluation expenditure

The Company’s accounting policy is to expense exploration and evaluation expenditure as
incurred other than for acquisition costs, which are capitalised as exploration and evaluation
assets at cost. Acquired mineral rights comprise exploration and evaluation assets which are
acquired as part of asset acquisitions recognised at cost. Exploration and evaluation assets are
assessed for recoverability when facts and circumstances suggest that the carrying amount of
the assets may exceed its recoverable amount. This includes where one or more of the following
facts and circumstances:

(a) the period for which the entity has the right to explore in the specific area has expired during

the period or will expire in the near future, and is not expected to be renewed;

(b) substantive expenditure on further exploration for and evaluation of mineral resources in the

specific area is neither budgeted nor planned;

discovery of commercially viable quantities of mineral resources and the entity has decided
to discontinue such activities in the specific area; and

(d) sufficient data exist to indicate that, although a development in the specific area is likely
to proceed, the carrying amount of the E&E asset is unlikely to be recovered in full from
successful development or by sale.

(l)

Property, Plant and Equipment

All property, plant and equipment is stated at historical cost less accumulated depreciation.
Historical cost includes expenditure that is directly attributable to the acquisition of the items.
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 company and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to the statement of profit or loss and comprehensive income during
the financial period in which they are incurred.

Land is not depreciated. Effective from 1 July 2021, the Group changed its method of
depreciation from the diminishing value method to the straight-line method. The straight-line
method has been used to allocate their cost, net of their residual values, over their estimated
useful lives, as follows:

Plant and equipment – plant

Plant and equipment – office

Furniture and equipment

Plant and equipment – field

Motor vehicles

Leasehold improvements

5.0% – 10.0%

20.0% – 40.0%

40.0%

16.0% – 40.0%

25.0% – 50.0%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each
balance date. An asset’s carrying amount is written down immediately to its recoverable amount
if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses
on disposals are determined by comparing proceeds with the carrying amount. These are
included in the statement of profit or loss and other comprehensive income.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(l)

Property, Plant and Equipment (continued)

All 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. 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
company and the cost of the item can be measured reliably. All other repairs and maintenance
are charged to the statement of profit or loss and comprehensive income during the financial
period in which they are incurred.

(m)

Intangible Assets – Software

Computer software is recorded at cost. Software costs are amortised once the software is ready
for use. Software has a finite life and is carried at cost less accumulated amortisation and any
impairment losses. Software has an estimated useful life of between one and three years. The
assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
date.

(n)

Financial Instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument. Financial instruments are measured initially at
fair value adjusted by transactions costs, except for those carried “at fair value through profit or
loss”, in which case transaction costs are expensed to profit or loss. Subsequent measurement of
financial assets and financial liabilities are described below.

Classification and subsequent measurement

Financial assets

All financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).

For the purpose of subsequent measurement, financial assets are classified into the following
categories upon initial recognition:

• amortised cost;

•

fair value through other comprehensive income (FVOCI); and

fair value through profit or loss (FVPL).

Classifications are determined by both:

• The contractual cash flow characteristics of the financial assets; and

• The entities business model for managing the financial asset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(n)

Financial Instruments (continued)

i. Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and
are not designated as FVPL):

•

they are held within a business model whose objective is to hold the financial assets and
collect its contractual cash flows; and

the contractual terms of the financial assets give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest
method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash
and cash equivalents and other receivables fall into this category of financial instruments.

ii. Financial assets at fair value through profit or loss (FVPL)

Financial assets at fair value through profit or loss include only the company’s investments in
listed securities. These financial assets are initially recorded at the fair value of the consideration
paid to acquire the assets and remeasured at fair value at each reporting date, with all gains and
losses presented in profit or loss.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, or as derivatives.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at fair value through profit or
loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest
method except for derivatives and financial liabilities designated at FVPL, which are carried
subsequently at fair value with gains or losses recognised in profit or loss.

Where applicable, gains and losses arising on changes in fair value are recognised in profit or
loss.

Impairment – expected credit losses

The Group assesses on a forward-looking basis the expected credit losses associated with its
debt instruments carried at amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For short term receivables, the Group
applies the simplified approach, which requires expected lifetime losses to be recognised from
initial recognition of the receivables.

(o)

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the
end of financial period which are unpaid. The amounts are unsecured and are usually paid within
30 days of recognition.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(p)

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 the amount has been reliably estimated. Provisions are not recognised for
future operating losses.

Provisions are measured at the present value of management’s best estimate of the
expenditure required to settle the present obligation at the balance date. 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 interest expense.

Rehabilitation Provisions

Rehabilitation costs will be incurred by the Group either while operating, or at the end of
the operating life of, the Group’s facilities. The Group assesses its rehabilitation provision
at each reporting date. The Group recognises a rehabilitation provision where it has a legal
and constructive obligation as a result of past events, and it is probable that an outflow of
resources will be required to settle the obligation, and a reliable estimate of the amount
of obligation can be made. The nature of these restoration activities includes dismantling
and removing structures; dismantling operating facilities; closing plant and waste sites; and
restoring, reclaiming and revegetating affected areas.

The obligation generally arises when the asset is installed or the ground/environment is
disturbed at the operation’s location. When the liability is initially recognised, the present
value of the estimated costs is capitalised by increasing the carrying amount of the related
assets to the extent that it was incurred. Additional disturbances which arise due to further
development/construction are recognised as additions or charges to the corresponding
assets and rehabilitation liability when they occur.

Changes in the estimated timing of rehabilitation or changes to the estimated future costs
are dealt with prospectively by recognising an adjustment to the rehabilitation liability and a
corresponding adjustment to the asset to which it relates.

Any reduction in the rehabilitation liability and, therefore, any deduction from the asset to
which it relates, may not exceed the carrying amount of that asset. If it does, any excess
over the carrying value is taken immediately to the statement of profit or loss and other
comprehensive income.

If the change in estimate results in an increase in the rehabilitation liability and, therefore, an
addition to the carrying value of the asset, the Group considers whether this is an indication
of impairment of the asset as a whole, and if so, tests for impairment.

Over time, the discounted liability is increased for the change in present value based on the
discount rates that reflect current market assessments and the risks specific to the liability.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(q)

Employee benefits

i. Short-term obligations

Liabilities for wages and salaries, including nonmonetary benefits and annual leave
expected to be settled within 12 months of the reporting date are recognised in respect
of employee’s services up to the end of the reporting period and are measured at the
amounts expected to be paid when liabilities are settled. The liability for annual leave is
recognised in the provision for employee benefits. All other short-term employee benefit
obligations are presented as other payables.

ii. Other long-term employee benefit obligations

The liability for long service leave which is not expected to be settled within 12 months
after the end of the period in which the employees render the related service is recognised
in the provision for employee benefits and measured as the present value of expected
future payments to be made in respect of services provided by employees up to the
reporting date using the projected unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on high
quality bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.

The obligations are presented as current liabilities in the balance sheet if the Group does
not have an unconditional right to defer settlement for at least twelve months after the
reporting date, regardless of when the actual settlement is expected to occur.

iii. Share-based payments

The Company 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”). There is currently
an Employee Incentive Scheme (IOS), which provides benefits to directors and senior
executives. 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 using a Black-Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and
expected volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option.

In valuing equity-settled transactions, no account is taken of any performance conditions,
other than conditions linked to the price of shares of Blackstone Minerals Limited (“market
conditions”). The number of shares expected to vest is estimated based on the non-market
vesting conditions and the probability the option will be exercised.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(r)

Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
new shares are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs
directly attributable to the issue of new shares for the acquisition of a business are not included
in the cost of the acquisition as part of the purchase consideration.

(s)

Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders 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 period, adjusted for bonus
elements in ordinary shares issued during the period.

(ii) 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-tax effect of interest and other financing costs associated with
the 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.

(t)

Goods and services tax (“GST”)

Income, expenses and assets are recognised net of the amount of associated GST, unless the
GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of
the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The
net amount of GST recoverable from, or payable to, the taxation authority is included with other
receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from
investing or financing activities which are recoverable from, or payable to the taxation authority,
are presented as operating cash flow.

(u)

Government Grants

Government grants are recognised where there is reasonable assurance that the grant will
be received, and all attached conditions will be complied with. When the grant relates to an
expense item, it is recognised as income on a systematic basis over the periods that the related
costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it
is offset against the related asset.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

1. Summary of significant accounting policies (continued)

(v)

New accounting standards and interpretations adopted by the Group

The Group has considered the implications of all the new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory
for the current reporting period. The adoption of these standards do not have significant impact
on the financial performance or position of the consolidated entity.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted.

(w)

New and amended accounting standards and interpretations issued but not yet effective

AASB 2020-1: Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-current

The amendment amends AASB 101 to clarify whether a liability should be presented as current
or non-current. The Group plans on adopting the amendment for the reporting period ending 30
June 2024. The amendment is not expected to have a material impact on the financial statements
once adopted.

AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements
2018-2020 and Other Amendments

AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018-
2020 and Other Amendments is an omnibus standard that amends AASB 1, AASB 3, AASB 9,
AASB 116, AASB 137 and AASB 141. The Group plans on adopting the amendment for the
reporting period ending 30 June 2023. The impact of the initial application is still being assessed
by the Group and is not yet known.

AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting
Policies and Definition of Accounting Estimates

The amendment amends AASB 7, AASB 101, AASB 108, AASB 134 and AASB Practice Statement
2. These amendments arise from the issuance by the IASB of the following International Financial
Reporting Standards: Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice
Statement 2) and Definition of Accounting Estimates (Amendments to IAS 8). The Group plans on
adopting the amendment for the reporting period ending 30 June 2024. The amendment is not
expected to have a material impact on the financial statements once adopted.

AASB 2021-5: Amendments to Australian Accounting Standards – Deferred Tax related to
Assets and Liabilities arising from a Single Transaction

The amendment amends the initial recognition exemption in AASB 112: Income Taxes such
that it is not applicable to leases and decommissioning obligations – transactions for which
companies recognise both an asset and liability and that give rise to equal taxable and
deductible temporary differences. The Group plans on adopting the amendment for the
reporting period ending 30 June 2024. The impact of the initial application is still being assessed
by the Group and is not yet known.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

2. Critical accounting estimates and judgements

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.

The group makes estimates and assumptions concerning the future. The resulting accounting
estimates and judgements may differ from the related actual results and may have a significant effect
on the carrying amount of assets and liabilities within the next financial year and on the amounts
recognised in the financial statements. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are discussed below.

Capitalisation of acquisition costs on exploration projects and impairment

Acquisition costs incurred in acquiring exploration assets are carried forward where right of tenure
of the area of interest is current. These costs are carried forward in respect of an area that has
not at balance sheet date reached a stage that permits reasonable assessment of the existence
of economically recoverable reserves. The decision as to whether costs are recoverable or to be
impaired are based on management’s judgement.

Key judgements are applied to make certain estimates as to future events and circumstances,
in particular whether an economically viable extraction operation can be established. Any such
estimates and assumptions may change as new information becomes available. To the extent that
capitalised exploration and evaluation expenditure is determined not to be recoverable in the future,
profits and net assets will be reduced in the period in which the determination is made.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining whether there is reasonable certainty that
an option to extend the lease or purchase the underlying asset will be exercised, or an option to
terminate the lease will not be exercised, when ascertaining the periods to be included in the lease
term. In determining the lease term, all facts and circumstances that create an economical incentive
to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date.

Factors considered may include the importance of the asset to the Group’s operations; comparison
of terms and conditions to prevailing market rates; incurrence of significant penalties; existence
of significant leasehold improvements; and the costs and disruption to replace the asset. The
Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a
termination option, if there is a significant event or significant change in circumstances.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

2. Critical accounting estimates and judgements (continued)

Shared based payments

Blackstone measures the options issued by reference to the fair value of the equity instruments at the date
at which they are granted using a Black-Scholes model, taking into account the terms and conditions upon
which the instruments were granted.

For performance rights, Blackstone makes a judgment around whether performance conditions, linked
to market and non market conditions, are more than probable to be met at each reporting date and are
recognised over the service period. This judgment is made based on management’s knowledge of the
performance condition and how Blackstone is tracking based on activities as at the report date and with
reference to facts and circumstances as of the reporting date.

The fair value of the performance rights with non-market conditions are measured based on the fair value
of the security. The fair value of performance rights for market conditions is measured at the date at which
they are granted and are determined using a Black- Scholes model, considering the terms and conditions
upon which the instruments were granted.

Consolidation of entities in which the Group holds less than a majority of voting rights (de facto
control)

The Group considers that it controls Codrus Mineral Limited (“Codrus”) even though it owns less than
50% of the voting rights. This is because the Group is the single largest shareholder of Codrus with a
46.67% equity interest. The remaining 53.33% of the equity shares in Codrus are widely held by many
other shareholders, none of which individually hold more than 3% of the equity shares (as recorded in
the company’s shareholders’ register from 1 July 2021 to 30 June 2022). There is no history of the other
shareholders outvoting the Group.

Accounting for contingent consideration payable

Contingent consideration payable in connection with the purchase of assets outside of a business
combination is recognised as a financial liability only when the consideration is contingent upon future
events that are beyond the Group’s control. In cases where the crystallisation of contingent payments is
dependent on the future actions of the Group, the liability is recognised as it accrues at the date a non-
contingent obligation arises. Contingent consideration linked to the purchase of individual assets primarily
relates to future royalty and milestone payments in connection with the acquisition of the Gold Bridge
Project and Record Mine as disclosed in Note 25.

The Group has determined that these obligations do not meet the definition of a financial liability and
accordingly have accounted for the royalty and milestone payments as a contingent liability under AASB
137 Provisions, Contingent Liabilities and Contingent Assets.

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

2. Critical accounting estimates and judgements (continued)

Rehabilitation

A provision has been made for the present value of anticipated costs for future rehabilitation of land explored
or mined. The Group’s mining and exploration activities are subject to various laws and regulations governing
the protection of the environment. The Group recognises management’s best estimate for assets retirement
obligations and site rehabilitations in the period in which they are incurred. Actual costs incurred in the
future periods could differ materially from the estimates. These factors may include estimate of the extent,
timing and costs of rehabilitation activities, technological changes, regulatory changes and cost increases as
compared to inflation rates. Additionally, future changes to environmental laws and regulations, life of mine
estimates and discount rates could affect the carrying amount of this provision. When these factors change
or become known in the future, such differences will impact the mine rehabilitation in the period in which the
change becomes known.

Foreign currencies

The functional currency for AMR Nickel Limited, Ban Phuc Nickel Mines Limited and Cobalt One Energy Corp
is the currency of the primary economic environment in which the entity operates. In this sense, the Group
has judged that the functional currency for AMRN Nickel Limited and Bank Phuc Nickel Mines Limited as US
dollar and Cobalt One Energy Corp as Canadian dollar. Determination of functional currency involves certain
judgements to identify the primary economic environment and the parent entity reconsiders the functional
currency of its entities if there is a change in events and conditions which determined the primary economic
environment.

3. Revenue

(a)

Revenue from continuing operations

Interest received

Total revenue from continuing operations

(b)

Other Income

Rent Income

Exploration Tax Incentive Refund – Canada

ATO Cashflow Boost

R&D Rebate

Other income

Total Other Income

Consolidated

30 June 2022
$

30 June 2021
$

35,900

55,780

482,670

–

470,077

296,724

77,247

54,147

–

50,000

634,061

5,994

1,305,251

744,202

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

4. Expenses

Profit before income tax includes the following specific expenses:

(a)

Employee benefits expense

Salary and wages expense

Superannuation expense

Other employee costs

Consolidated

30 June 2022
$

30 June 2021
$
(Restated)

2,411,179

324,718

683,467

867,763

122,488

255,865

Total employee benefits expense

3,419,364

1,246,116

(b)

Occupancy expense

Other occupancy costs

Total occupancy expense

(c)

Depreciation of non-current assets

Right-of-use assets

Plant and equipment – office

Plant and equipment – Plant
Leasehold Improvements *

166,912

279,394

308,067

520,259

(1,075)

63,515

121,300

158,567

520,259

4,431

Total depreciation of non-current assets

1,106,645

804,557

* The total net impact of the change in this depreciation estimate for leasehold improvements and plant and equipment - office was

$49,901. See Note 1(l).

(d)

Finance costs in respect of finance leases

Other bank and finance charges

Interest expense on lease liabilities

Total finance costs in respect of finance leases

24,941

23,134

48,075

82,575

17,626

100,201

5. Auditor’s Remuneration

Payable to the auditors of the group:

Auditing or reviewing the financial statements – EY

Auditing or reviewing the financial statements – Stantons

Auditing or reviewing the financial statements – other group auditors

Other non-assurance services

Total auditor remuneration

Consolidated

30 June 2022
$

30 June 2021
$
(Restated)

76,000

67,551

24,034

5,640

173,225

–

75,386

12,500

10,700

98,586

BLACKSTONE MINERALS LIMITED Annual Report 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

6. Income Tax Expense

(a)

Income tax expense

Current tax

Deferred tax

Total income tax (expense)/benefit

(b)

Numerical reconciliation of income tax expense to
prima facie tax payable

Consolidated

30 June 2022
$

30 June 2021
$
(Restated)

Loss from continuing operations before income tax expense

(35,542,567)

(17,179,625)

Tax (tax benefit) at the tax rate of 30% (2021: 30%)

(10,662,770)

(5,153,888)

Tax effect of amounts which are not deductible (taxable) in
calculating taxable income:

Tax Differential

Share based payments

Other non-deductible amounts

Non-assessable income

Unrecognised tax losses

Income tax expense

(c)

Deferred tax liabilities

Unrealised gain on investments in listed securities

Other deferred tax liabilities

Off-set of deferred tax assets

Net deferred tax liabilities recognised

(d)

Unrecognised deferred tax assets

Tax Losses

Expenses taken into equity

Other temporary differences

Set-off deferred tax liabilities (Note 6(c))

Net deferred tax assets unrecognised

(e)

Tax losses*

1,414,635

773,492

779,879

771,194

4,655,594

3,511,680

(141,023)

(2,305,218)

3,960,072

2,396,353

984,071

227,367

1,211,438

(1,211,438)

–

87,523

(87,523)

3,871,947

2,936,900

419,785

353,617

66,658

244,933

4,645,350

3,248,490

(1,211,438)

(87,523)

3,433,912

3,160,968

Unused tax losses for which no DTA has been recognized

Potential tax benefit at 30% (2021: 30%)

12,906,491

3,871,947

9,789,605

2,936,900

(f)

Unrecognised temporary differences*

Unrecognised deferred tax asset relating to capital raising costs

2,578,008

1,038,636

Potential tax benefit at 30% (2021: 30%)

438,036

224,068

* Deferred tax assets from losses and temporary differences pertain strictly to the Australian entities within the Group, whereas these

balances associated with the foreign subsidiaries, tax effected, are not material to the financial report as a whole

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

7. Cash & Cash Equivalents

(a)

Cash & cash equivalents

Cash at bank and in hand
Cash at bank and in hand – Codrus Minerals Limited *

36,691,865

14,360,135

4,060,645

7,440,779

Consolidated

2022
$

2021
$

Total cash and cash equivalents

21,800,914
* Cash and Cash Equivalents related to Codrus Minerals Limited are consolidated under the principals of AASB 10 Consolidated Financial
Statements. Although the Group has de facto control of Codrus (see note 2 for key judgements), statutory and regulatory restrictions
and the protective rights of the NCI restrict the ability of the Company to access these funds and to transfer cash within the Group.

40,752,510

(b)

Cash at bank and on hand

Cash on hand is non-interest bearing.
Cash at bank bears interest rates between 0.00% and 0.29%
(2021: 0.00% and 0.41%)

8. Trade & Other Receivables & Other Financial Assets

Current - Receivables

Other receivables

Tax and other receivables from foreign authorities

Non-Current – Other Financial Assets
Deposits 1
Deposits pertaining to rehabilitation provisions 2

Consolidated

2022
$

2021
$

2,184,905

1,049,010

–

1,308

2,184,905

1,050,318

315,075

542,717

114,964

460,205

Total trade and other receivables
1 Deposits include cash of $294,468 (2021: $114,964) as security deposits of which $224,429 is required as security by the relevant
authority for the Group office premises and $70,000 held as security against a credit card facilities. ($30,000 Blackstone, $40,000
Codrus).

857,792

575,169

2 Monies held at bank to address mine closure and rehabilitation provisions in Vietnam.

Past due and impaired receivables

As at 30 June 2022, there were no other receivables that were past due or impaired. (2021: Nil)

Effective interest rates and credit risk

Information concerning effective interest rates and credit risk of both current and non-current trade and other
receivables is set out in Note 22.

100

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

9. Property, Plant & Equipment

Consolidated

Plant &
Equipment

Leasehold
Inprovements

Motor
Vehicles –
Codrus

Mining Plant
& Properties

Total

30 June 2021 (Restated – Note 33)

Opening net book amount

Additions

Depreciation charge

Disposal

Reversal of depreciation
on disposal

Closing net book amount
(Restated – Note 33)

262,291

242,516

(158,567)

(3,513)

144

6,645

(4,431)

342,871

2,214

At 30 June 2021 (Restated – Note 33)

Gross carrying amount at cost

Accumulated depreciation

608,971

(266,100)

37,720

(35,506)

Net book amount
(Restated – Note 33)

30 June 2022

Opening net book amount
(Restated – Note 33)

Additions

Depreciation charge

Disposal

Net exchange differences

342,871

2,214

342,871

291,872

(302,251)

–

2,214

1,075

–

5,202,591

5,471,527

69,744

312,260

(520,259)

(683,257)

(3,513)

144

4,752,076

5,097,161

5,272,335

5,919,026

(520,259)

(821,865)

4,752,076

5,097,161

4,752,076

5,097,161

36,353

(5,816)

609,846

938,071

(520,259)

(827,251)

–

3,432

–

3,432

Closing net book amount

332,492

3,289

30,537

4,845,095

5,211,413

At 30 June 2022

Gross carrying amount at cost

Accumulated depreciation

Net book amount

900,843

(568,351)

332,492

37,720

(34,431)

36,353

(5,816)

5,885,613

6,860,529

(1,040,518)

(1,649,116)

3,289

30,537

4,845,095

5,211,413

101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

10. Exploration & Evaluation Assets

(a)

Non-current

Opening balance (restated - Note 33)

Acquisition/(write off) of assets

Transferred to Other Financial Assets

Effect of Exchange Rates

Consolidated

2022
$

2021
$
(Restated)

7,400,000

7,931,498

73,136

–

(460,205)

(71,293)

Total non-current exploration and evaluation expenditure

7,473,136

7,400,000

(b)

The value of the group’s interests in exploration expenditure is dependent upon:

•

the continuance of the Group’s rights to tenure of the areas of interest;

the results of future exploration; and

the recoupment of costs through successful development and exploitation of the areas of
interest, or alternatively, by their sale.

The Group’s exploration properties may be subjected to claim(s) under native title, or contain
sacred sites, or sites of significance to Aboriginal people for Australian Assets and First Nations
People for its Canadian Assets. As a result, exploration properties or areas within the tenements
may be subject to exploration restrictions, mining restrictions and/or claims for compensation. At
this time, it is not possible to quantify whether such claims exist, or the quantum of such claims.

Acquisition of Exploration Assets – 30 June 2022

During the year, the company recognised $73,135 (CAD 65,000) of acquisitions
costs related to the Twilight Project in Labrador, Canada (30 June 2021: Nil)

102

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

11. Right of Use Assets – At Cost

Cost

Opening Balance

On initial recognition

Other Additions

Disposal of lease

Effect of exchange rates

At 30 June 2022

Depreciation

Opening Balance

Depreciation for the year

Disposal of lease

At 30 June 2022

Net carrying amount

Amounts recognised in profit and loss

Other income – Recharges

Depreciation expense on right of use assets

Interest expense on lease liabilities

Low value asset leases expenses

Payments of lease liabilities

Consolidated

2022
$

2021
$

526,408

512,647

725,847

(362,798)

(40,625)

848,832

(247,768)

(279,394)

362,798

15,756

(1,995)

526,408

(126,468)

(121,300)

(164,364)

(247,768)

684,468

278,640

55,780

54,147

(279,394)

(121,300)

(23,134)

(3,979)

270,131

(17,626)

(3,074)

130,544

The Group has a lease over the premises at Level 5, 600 Murray Street, West Perth with an average estimated
life of 2.5 years remaining. The lease held over 24 Outram Street, West Perth was transferred to another party
and therefore written off in the Group as at 30 June 2022.

The discount rate used in calculating the present value of the Right of Use Assets is 4.75% per annum (was
5.5% for the 24 Outram Street lease), representing the Group’s incremental cost of borrowings.

The lease liabilities are disclosed in Note 16.

103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

12. Intangible Assets

Gross carrying amount at cost

Opening Balance

Additions – Computer Software

At 30 June 2022

Amortisation

Opening Balance

Amortisation for the year

At 30 June 2022

Net carrying amount

Computer Software is amortised over a useful life of 3 years.

13. Investments in Listed Entities

Opening balance

Listed equity investments acquired

Fair value adjustment through profit or loss

Total Investments in listed entities at 30 June 2022

Consolidated

2022
$

2021
$

–

104,590

–

(17,432)

87,158

Consolidated

2021
$

2022
$

–

9,598,075

3,280,235

12,878,310

–

During the year, the Company invested $9,598,075 in shares of listed entities. Fair value of these equity
shares are determined by reference to published price quotations in an active market, and are recognised
through profit or loss. This is considered Level 1 in the fair value hierarchy.

The quoted price of each listed security as at balance date is as follows:

NICO Resources Limited – AUD $0.730
Corazon Mining Limited – AUD $0.018
Flying Nickel Mining Corp – AUD $0.236 (CAD $0.210)

104

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

14. Trade & Other Payables

Current

Trade Payables

Other Payables
Taxes Payables to foreign authorities 1

Total current trade & other payables

Consolidated

2022
$

2021
$

2,392,062

1,779,059

1,242,425

723,182

56,276

2,415,908

4,227,397

4,381,515

1 The tax payable to foreign authorities are past due. These payables represent historical tax liabilities associated with

previous mining activities.

15. Provisions

Current

Employee entitlements

Other provisions

Total current provisions

Non-Current
Mine Rehabilitation 1

Total non-current provisions

Consolidated

2022
$

2021
$

421,797

420,331

164,716

225,479

842,128

390,195

462,529

425,378

1 The rehabilitation provision represents the rehabilitation costs relating to the Ban Phuc mine site, which is expected to be

incurred when mining operations cease. . These provisions were acquired as part of the 100% acquisition of AMRN (and 90%
of BPNM) in April 2020. Assumptions relating to cash outflows were made based on the company’s assessment of its legal
obligations under the laws and regulations of Vietnam. These estimates are reviewed regularly to take into account any material
changes to the assumptions. However, actual rehabilitation costs will ultimately depend upon the timing of the cash flows and
future market prices for the necessary rehabilitation works required that will reflect market conditions at the relevant time.
Furthermore, the timing and extent will depend on any further environmental responsibilities in restoring the should Vietnamese
regulations change.

105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

16. Lease Liabilities

Maturity analysis:

Year 1

Year 2

Year 3

At 30 June 2022

Less: Finance charges allocated to future periods

Total liabilities at 30 June 2022

The lease liabilities split between current and non-current are as follows:

Current

Non-current

Total lease liabilities

17. Contributed Equity

Consolidated

2022
$

2021
$

293,542

296,823

136,933

727,298

(28,066)

699,232

275,981

423,251

158,245

153,233

–

311,478

(15,208)

296,270

158,245

138,025

699,232

296,270

Consolidated

2022
Shares

2022
$

2021
Shares

2021
$

(a)

Issued and unissued share capital

Ordinary shares – fully paid

471,447,565

127,365,110

331,832,190

61,360,348

Total issued and unissued share
capital
Included in the above total is 20,000,000 treasury shares held by Acuity Capital (30 June 2021: 8,000,000 shares). These shares,

471,447,565 127,365,110 331,832,190

61,360,348

while held by Acuity are held for the benefit of the Group and therefore represent treasury shares.

(b)

Ordinary Shares

Ordinary shares participate in dividends and the proceeds on winding up of the Company in
proportion to the number of shares held and in proportion to the amount paid up on the shares held.

(c)

Options

Information relating to options including details of options issued, exercised and lapsed during the
financial period and options outstanding at the end of the financial period, is set out in Note 18.

106

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

17. Contributed Equity (continued)

(d)

Movements in issued capital

Date Issued

Number of
Shares

Issue Price
$

Total
$

Opening Balance 1 July 2020

251,768,816

38,171,741

Conversion of Director Performance
Options

24 July 2020

1,750,000

0.001

1,750

Issue of share - Acuity

21 Aug 2020

8,000,000

0.2875

2,300,000

Conversion of Performance Options

28 Aug 2020

6,175,000

Issue of share - Consultants

28 Aug 2020

419,162

Issue of shares - Placement

17 Sep 2020

42,426,356

Issue of shares - Share Purchase Plan

12 Oct 2020

7,142,856

Conversion of Employee Performance
Options

Conversion of Unquoted Performance
Options

16 Oct 2020

2,650,000

24 Dec 2020

1,500,000

Conversion of Advisor Options

5 Mar 2021

5,000,000

Conversion of Advisor Options

9 Apr 2021

5,000,000

Less: Transaction costs

Closing Balance at 30 June 2021

Opening Balance 1 July 2021

331,832,190

0.001

0.334

0.420

0.001

0.100

Conversion of Performance Options

27 Aug 2021

1,400,000

Issue of shares - Acuity

24 Sep 2021

8,000,000

Conversion of Performance Options

8 Oct 2021

200,000

0.001

0.4644

0.001

Conversion of Director Performance
Options

22 Oct 2021

1,000,000

0.001

6,178

140,000

17,819,070

3,000,055

2,650

1,500

500,000

(1,082,596)

61,360,348

1,400

3,715,000

200

1,000

Issue of shares - Placement Tranche 1

10 Nov 2021

38,134,805

0.580

22,118,187

Conversion of Director Performance
Options

12 Nov 2021

1,500,000

Collateral share funds - Acuity

12 Nov 2021

Issue of shares - Share Purchase Plan

26 Nov 2021

9,137,788

Conversion of Advisor Options

15 Nov 2021

1,500,000

Conversion of Advisor Options

15 Nov 2021

200,000

Issue of shares - Placement Tranche 2

26 Nov 2021

56,692,782

Issue of shares - Acuity collateral

22 Mar 2022

20,000,000

Conversion of Performance Options

22 Mar 2022

650,000

Conversion of Advisor Options

27 May 2022

1,000,000

Conversion of Performance Options

27 May 2022

200,000

Less: Transaction costs

Closing Balance at 30 June 2022

471,447,565

0.001

0.000

0.580

0.600

0.001

0.580

0.000

0.001

0.200

0.001

1,500

4,400,000

5,299,917

900,000

200

32,881,814

650

200,000

200

(3,515,306)

127,365,110

107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

18. Issued Share Options and Performance Shares

Expiry date

Exercise price

Balance at
start of year

Granted
during
the year

Issued/
(Exercised)
during
the year

Forfeited/
lapsed during
the year

Balance at
end of
the year

2021 unlisted share option details

20 Aug 2025

0.1 cents

20 Feb 2025

0.1 cents

30 Sep 2024

0.1 cents

26 Mar 2023

0.1 cents

12 Jun 2022

0.1 cents

12 Jun 2022

20 cents

11 Dec 2021

0.6 cents

–

5,900,000

(750,000)

(1,000,000)

4,150,000

200,000

(1,400,000)

(200,000)

2,000,000

(6,500,000)

–

2,500,000

(925,000)

(50,000)

3,400,000

9,000,000

975,000

1,750,000

1,000,000

–

(1,750,000)

–

4,000,000

17 May 2021

10 cents

10,000,000

6 Nov 2020

0.1 cents

750,000

–

(10,000,000)

(750,000)

26,875,000

10,100,000 (22,075,000)

(1,250,000)

13,650,000

2022 unlisted share option details

20 Aug 2025

0.1 cents

20 Feb 2025

0.1 cents

30 Sep 2024

0.1 cents

12 Jun 2022

20 cents

11 Dec 2021

0.6 cents

3 Dec 2026

0 cents

4,150,000

2,000,000

2,500,000

1,000,000

4,000,000

–

–
2,679,739 *

3,092,235

1,033,988

212,465

–

(1,550,000)

(1,100,000)

(2,500,000)

(1,000,000)

–

(1,500,000)

(2,500,000)

–

2,679,739

3,092,235

1,033,988

212,465

–

1,000,000

4,000,000

–

2,600,000

900,000

–

13,650,000

7,018,427

(7,650,000)

(2,500,000)

10,518,427

* 30 June 2022, the Board assessed that the vesting conditions of STI Tranche 2 had not been met as at the 30 June 2022

measurement date, and therefore the options were cancelled following 30 June 2022. 1,339,873 STI Tranche 2 options were
forfeited and cancelled subsequent to 30 June 2022.

108

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

19. Reserves

(a)

Option reserve

Opening balance

Share based payments

Consolidated

2022
$

2021
$
(Restated)

3,252,277

1,843,190

1,665,130

1,587,147

3,252,277
Total Option reserve
The option reserve records the value of options and rights granted by the Company to directors, employees and contractors in
share-based payment transactions. Information relating to options issued, exercised and lapsed during the financial year and
options outstanding at the end of the financial year, is set out in Note 18.

5,095,467

(b)

Foreign Currency Translation Reserve

Opening balance

Exchange differences arising on translation of foreign
operations attributable to parent entity.

766,990

455,007

(87,428)

311,983

766,990
Closing Balance
The foreign currency translation reserve is used to record exchange differences relating to the translation of the results and net
assets of the Group’s foreign operations from their functional currencies into the Group’s presentation currency.

679,562

(c)

Equity Reserve

Opening balance

Excess of proceeds raised over the change in the NCI’s relative
interest in net asset of a controlled entity (see note 20)

3,160,267

–

3,160,267

Adjustment to transaction costs allocated to parent entity

10,013

–

Closing Balance
The equity reserve is used to record the increase in equity attributable to the parent as a result of transaction with the NCI that
does not result in the loss of control.

3,170,280

3,160,267

(d)

Total reserves

Option Reserve

Foreign Currency Translation Reserve

Equity Reserve

Closing Balance

5,095,467

3,252,277

679,562

766,990

3,170,280

3,160,267

8,945,309

7,179,534

109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

20.Non-Controlling Interest

Opening Balance

Loss for the year attributable to non-controlling interest
Net assets attributable to NCI 1

Transaction costs allocated to NCI

Share based payments in controlled entity

Share of foreign currency translation loss on translation of foreign
operations.

Total Non-Controlling Interest

Consolidated

2022
$

2021
$
(Restated)

3,889,448

(121,715)

(3,603,991)

(1,299,346)

11,442

735,115

4,839,733

(553,771)

983,101

(170,668)

41,446

861,346

3,889,448

1 On 23 June 2021, Codrus Minerals Limited (“Codrus”) successfully listed on the ASX following an $8m IPO through the

issue of 40 million shares at $0.20 raising $8m before costs.

The transaction was accounted for as an equity transaction with the NCI resulting in the following:

Proceeds raised

Net assets attributable to NCI

Increase in equity attributable to parent

8,000,000

(4,839,733)

3,160,267

21. Significant party owned subsidiary - Codrus Minerals Limited

On 23 June 2021, Codrus Minerals Limited (“Codrus”) successfully listed on the ASX in an $8m IPO
through the issue of 40 million shares at $0.20 raising $8m (before costs) and a further 35,000,000
shares to Blackstone as consideration for the spin-out from the Blackstone Group. As at 30 June 2022,
Blackstone owned 46.67% of Codrus shares (2021: 46.67%). Codrus is a listed public company limited
by shares, incorporated and domiciled in Australia. The principal activity of Codrus during the year was
mineral exploration.

Statutory and regulatory restrictions and the protective rights of the NCI restrict the ability of the
Company to access or use the assets of Codrus – see Note 7.

110

BLACKSTONE MINERALS LIMITED Annual Report 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

21. Significant party owned subsidiary - Codrus Minerals Limited (continued)

The summarised financial information of Codrus is provided below. This information is based on
amounts before inter-company eliminations but after consolidation procedures in order to harmonise
the subsidiary’s accounting policies with those of the Group and to eliminate unrealised profits and
losses on intercompany transactions.

Summarised Statement of Financial Position
Assets
Current assets
Non-current assets

Total assets

Current liabilities

Total liabilities

Equity
Contributed equity
Reserves
Accumulated losses

Total equity

Attributable to:
Equity holders of parent
Non-controlling interest

Summarised Statement of Profit or Loss
Other incomes
Exploration expenditure

Other expenses

Loss before income tax

Attributable to:
Equity holders of parent
Non-controlling interest

Commitments (Exploration commitments)
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years

* Non-controlling interest in loss for the period from 23 June 2021 to 30 June 2021.

2022
$

2021
$

4,180,379
1,634,374

7,529,713
1,600,000

5,814,753

9,129,713

301,603

278,027

11,183,704
1,718,216
(7,388,770)

5,513,150

11,162,247
983,101
(3,293,662)

8,851,686

2,020,207
3,492,943

3,921,380
4,930,306

5,513,150

8,851,686

1,087
(2,556,013)

-
(392,863)

(1,540,182)

(1,162,702)

(4,095,108)

(1,555,565)

(1,911,051)
(2,184,057)

(1,024,690)
(530,875)*

(4,095,108)

(1,555,565)

337,974
774,614
-

347,974
836,784
-

1,112,588

1,184,758

111

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

22. Financial Instruments, Risk Management Objectives and Policies

The Group’s principal financial instruments comprise cash, short-term deposits and investments in listed
securities. The main purpose of the financial instruments is to earn the maximum amount of interest at a
low risk to the Group. The Group also has other financial instruments such as trade and other receivables
and trade and other payables which arise directly from its operations. For the period under review, it has
been the Group’s policy not to trade in financial instruments.

The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, credit risk,
foreign currency risk and equity price risk. The Board reviews and agrees policies for managing each of
these risks and they are summarised below:

(a)

Interest Rate Risk

The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value
will fluctuate as a result of changes in market interest rates and the effective weighted average
interest rate for each class of financial assets and financial liabilities comprises:

Consolidated

2021

Financial Assets

Cash and cash
equivalents

Receivables - current

Other financial assets -
non-current

Financial Liabilities

Trade & other payables -
current

Lease Liabilities

Weighted
Average
Interest Rate

Floating
Interest Rate

Fixed Interest

Non-interest
bearing

Total

0.41%

0.00%

0.22%

0.00%

5.50%

12,537,416

9,263,498

21,800,914

1,050,318

114,964

12,537,416

114,964

10,239,588

22,891,968

4,381,515

296,270

4,381,515

4,677,785

112

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

22. Financial Instruments, Risk Management Objectives and Policies (continued)

Weighted
Average
Interest Rate

Floating
Interest Rate

Fixed Interest

Non-interest
bearing

Total

Consolidated

2022

Financial Assets

Cash and cash
equivalents

0.29%

38,661,008

Trade & other receivables
- current

Other financial assets -
non-current

0.00%

0.15%/0.25%

2,091,502

40,752,510

2,184,905

315,075

Financial Liabilities

Trade & other payables -
current

Lease liabilities

0.00%

4.75%

(b)

Group sensitivity analysis

38,661,008

315,075

4,276,407

43,252,490

4,227,397

699,232

4,227,397

4,926,629

The entity’s main interest rate risk arises from cash and cash equivalents with variable interest
rates. At 30 June 2022, the group had $40,752,510 of cash and cash equivalents (includes
$4,060,645 of cash held by Codrus Minerals Limited) and any exposure to changes in interest
rate on cash is immaterial to the profit or loss and Equity of the Group.

(c)

Liquidity risk

The group manages liquidity risk by continuously monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and liabilities. Due to the dynamic
nature of the underlying businesses, the group aims at ensuring flexibility in its liquidity
profile by maintaining the ability to undertake capital raisings. Funds in excess of short term
operational cash requirements are generally only invested in short term bank bills.

The maturity date for all payables is one year or less from balance date other than $423,251
(2021: $138,025) of lease liabilities which are payable over a period greater than one year.

(d)

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations
resulting in financial loss to the Group. The group has adopted the policy of only dealing
with credit worthy counterparties and obtaining sufficient collateral or other security where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Group holds
significant balances of cash with counterparties that are reputable banks in Australia and
Vietnam, none of whom present significant credit risk. 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.

113

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

22. Financial Instruments, Risk Management Objectives and Policies (continued)

(e)

Foreign currency risk

The Group is exposed to currency risk arising from exchange rate fluctuations on purchases
that are denominated in currency other than the respective functional currencies of the Group
entities, primarily the Australian Dollar (AUD), United States Dollar (USD) and the Canadian
(CAD). The currencies in which these transactions are primarily denominated in are AUD, USD
and CAD. The Group does not have a hedging policy in place.

At 30 June 2022, the group had the following financial assets and financial liabilities domiciled in
both Canadian and USD as follows:

Currency

Financial Assets

Financial Liabilities

Net Financial Assets/(liabilities)

(f)

Equity price risk

Canada - CAD Vietnam - USD

AUD Equivalent AUD Equivalent

43,481

8,057

35,424

1,482,021

1,835,725

(353,704)

The Group’s listed equity investments are susceptible to market price risk arising from
uncertainties about future values of the investment securities. The Group manages the equity
price risk through diversification and by placing limits on individual and total equity instruments.
Reports on the equity portfolio are submitted to the Group’s senior management on a regular
basis. The Group’s Board of Directors reviews and approves all equity investment decisions. At
the reporting date, the exposure to listed equity investments at fair value was $12,878,310 as per
Note 13.

The changes in fair values of the equity investments held are strongly positively correlated with
changes of the ASX and TSX-V market indices. The Group has determined that an increase/
(decrease) of 10% of the ASX index could have an impact of approximately $1,187,000 increase/
(decrease) on the income and equity attributable to the Group and an increase/(decrease) of
10% of the TSX-V market index could have an impact of approximately $100,500 increase/
(decrease) on the income and equity attributable to the Group.

114

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

22. Financial Instruments, Risk Management Objectives and Policies (continued)

(g)

Net fair value

The carrying value and net fair values of financial assets and liabilities at balance date are:

2021

Financial assets

Cash and cash equivalents

Receivables - current

Other financial assets - non-current

Investments in listed entities

Financial Liabilities

Trade and other payables - current

2022

Financial assets

Cash and cash equivalents

Receivables - current

Other financial assets - non-current

Investments in listed entities

Financial Liabilities

Trade and other payables - current

Carrying
Amount

Net fair
Value
$

21,800,914

1,050,318

114,964

22,966,178

4,381,515

Carrying
Amount

Net fair
Value
$

40,752,510

2,184,905

315,075

12,878,310

56,130,800

4,227,397

115

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

23. Earnings per Share

Consolidated

2022
$

2021
$
(Restated
– Note 33)

(a)

Loss

Loss used in the calculation of basic EPS

(31,938,576)

(15,880,279)

(b)

Weighted average number of ordinary shares (“WANOS”)

WANOS used in the calculation of basic earnings per share:

410,131,223

308,845,672

(c)

Loss per share (in cents)

(7.8)

(5.1)

Diluted loss per share is considered to be the same as the basic loss per share, as the potential
ordinary shares on issue are anti-dilutive and have not been applied in calculating dilutive loss per
share.

(d)

The balance of unexercised options and rights at the end of the period is 10,518,427 (2021:
13,650,000). As the Company incurred a loss for each year presented, these options and
performance rights are anti-dilutive and are not included in the determination of diluted earnings
per share for the current and comparative periods.

24. Cash Flow Information

Consolidated

2022
$

2021
$
(Restated
– Note 33)

(a)

Reconciliation of cash flows from operating activities with loss
from ordinary activities after income tax:

(Loss) from ordinary activities after income tax

(35,542,567)

(17,179,625)

Revaluation of listed investments

Depreciation

Interest on right of use asset

Share based payments

Non-cash exploration costs

Foreign currency differences

Changes in assets and liabilities:

(3,280,235)

1,124,077

23,134

804,557

17,626

2,578,305

2,570,248

148,483

140,000

71,217

Decrease in operating receivables & prepayments

(2,346,970)

1,075,426

(Increase) in capitalised exploration expenditure

(1,960)

Increase /(Decrease) Increase in operating trade and other
payables

1,210,971

(2,572,815)

Increase/(Decrease) in employee provisions

263,158

75,310

Net cash (used in) Operating Activities

(35,823,604)

(14,998,056)

(b)

Non-cash investing and financing

During the 30 June 2022 and 30 June 2021 financial years, there
were no significant non-cash financing and investing activities.

116

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

25. Commitments

(a)

Exploration commitments

Not longer than one year

412,670

504,480

Longer than one year, but not longer than five years

2,058,482

2,145,073

Longer than five years

2,471,152*

2,649,553*

*Excludes exploration commitments related to the Codrus Minerals Limited and it’s
subsidiaries. A table of Codrus’ commitments for each reporting period has been disclosed in
Note 21.

In order to maintain rights of tenure to mining tenements subject to these agreements,
the group would have the above discretionary exploration expenditure requirements up
until expiry of leases. These obligations, which are subject to renegotiation upon expiry of
the leases, are not provided for in the financial statements and are payable per the above
maturities. If the Company decides to relinquish certain leases and/or does not meet these
obligations, assets recognised in the statement of financial position may require review
to determine the appropriateness of carrying values. The sale, transfer or farm-out of
exploration rights to third parties will reduce or extinguish these obligations.

(b)

Lease commitments: group as lessee

The Company as sole tenant, entered into a non-cancellable lease for its head office. The
option was exercised to extend the lease from 10 July 2020 for a further 3 years as requested
by the Company as lessee. On 30 June 2022, the ownership of this lease was transferred out
of the Group, and therefore accounted for accordingly at 30 June 2022.

On 1 January 2022, the Company, as either joint or sole tenant, entered into a non-
cancellable lease for the head office for 3 years.

The lease commitments have been accounted for as a right of use assets as at 30 June 2022
and the corresponding lease liability accounted for under AASB 16 Leases.

(c)

Contingent consideration payable

North America - Gold Bridge

The Company has the following contingent liabilities and commitments as part of the
consideration payable for the acquisition of the Gold Bridge Project (Little Gem Gold-Cobalt)
Project, the Company will be required to pay the following royalties upon commencement of
mining:

in respect of the first 10,000 tonnes of ore mined from the Project, a 20% net profits
interest and a 1% Net Smelter Return (NSR) royalty shall be payable to the current owner
of the Little Gem Gold-Cobalt Project; and an NSR royalty equal to 2.5% thereafter (over
10,000 tonnes) shall be payable to the current owner of the Little Gem Gold-Cobalt
Project.

Under the Cartier Option Agreement acquired as part of Cobalt One Energy Corp acquisition
is a Net Smelter Royalty of 2% and Net Smelter Returns Royalty on the Mineral Claims.

117

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

25. Commitments (continued)

Oregon, United States - Record Mine

On 29th of January 2019, the Company entered into an agreement to acquire tenements in
Oregon, United States known as the Record Mine, for an option fee of US$20,000 payable
on agreement, with an option fee payable annually on 1 February each year for four years
for US$25,000 per year (included in exploration commitments per 22 (a)). After the fourth
year the purchase price is contingent upon the option being exercised for a total payment
of US$1 million dollars. The holding of the record mine was transferred to Codrus Minerals
Limited as part of the spin-out from Blackstone along with all commitments.

Owners shall retain Net Smelter Royalty (NSR) equal to 1.5% and shall be payable to the
current owner of the Record mine in Oregon USA.

26. Events Occurring After Balance Date

• On 8 July 2022, the Company announced the issue of 6,000,000 unlisted options issued to corporate

advisors Harp Capital with an exercise price of $0.28 per option.

• On 12 August 2022, the Company announced the issue of 1,777,660 ordinary fully paid shares were

issued upon conversion of 477,660 Short Term Zero Exercise Price Options and 1,300,000 performance
options with an exercise price of $0.001 per share. The Incentives were awarded to key management
personnel and employees in 2021 under the Performance Rights and Options Plan approved by
shareholders on 29 November 2021.

There are no further post balance date events.

27. Segment Information

(a)

Description of segments

Management has determined the operating segments based on the reports reviewed
by the chief operating decision maker that are used to make strategic decisions. For
the purposes of segment reporting the chief operating decision maker has been
determined as the Board of directors. The amounts provided to the Board of directors
with respect to total assets and profit or loss is measured in a manner consistent
with that of the financial statements. Assets are allocated to a segment based on the
operations of the segment and the physical location of the asset.

The Board monitors the entity primarily from a geographical perspective, and has
identified three operating segments, being exploration for mineral reserves within
Australia, North America and Vietnam.

(b)

Segment information provided to the Board of directors

The segment information provided to the Board of directors for the reportable
segments is as follows:

118

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

27. Segment Information (continued)

(b)

Segment information provided to the Board of directors (continued)

Consolidated

2021 (Restated)

Interest revenue

Other income

Total segment revenue
and other income

Depreciation and
amortisation expense

Total segment loss before
income tax

North America
$

Vietnam
$

(Restated –
Note 33)

Australia
$

(Restated –
Note 33)

Unallocated
$

(Restated –
Note 33)

Total
$

(Restated –
Note 33)

25,072

6,928

32,000

52,175

737,274

77,247

744,202

789,449

821,449

(804,557)

(228,339)

(7,258,801)

(392,863)

(9,299,622)

(17,179,625)

Total segment assets

5,999,284

1,377,742

1,600,000

27,225,176

36,202,202

Total segment liabilities

(50,187)

(3,648,893)

(1,794,278)

(5,493,358)

Consolidated

2022

Interest revenue

Other income

Total segment revenue
and other income

Depreciation and
amortisation expense

Total segment loss before
income tax

Total segment assets

Total segment liabilities

North America
$

Vietnam
$

Australia
$

Unallocated
$

Total
$

482,671

2,684

282,293

482,671

284,977

33,216

540,287

35,900

1,305,251

573,503

1,341,151

(1,124,077)

(529,779)

(13,679,071)

(2,556,013)

(18,777,704)

(35,542,567)

6,340,537

4,333,823

1,600,000

7,855,332

70,129,692

(8,057)

(3,385,773)

(3,223,159)

(6,616,989)

Significant unallocated assets include: cash and cash equivalents $40,752,510 (30
June 2021: $21,800,914), trade and other receivables $2,184,905 (30 June 2021:
$1,050,318) and plant & equipment $4,528,391 (30 June 2021: $5,027,417)

Significant unallocated liabilities include: trade and other payables $2,413,899
(30 June 2021: $1,370,759)

(c)

Measurement of segment information

All information presented in part (b) above is measured in a manner consistent
with that in the financial statements.

119

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

28. Related Party Transactions

(a)

Parent entity

The ultimate parent entity within the group is Blackstone Minerals Limited.

(b)

Subsidiaries

Interests in subsidiaries are set out in Note 31.

(c)

Key Management Personnel compensations

Key Management Personnel Compensation within the Group

Blackstone Minerals Limited

Short-term employee benefits

Post-employment benefits

Share-based payments – Options and Rights

Consolidated

2022
$

2021
$
(Restated)

1,346,804

92,400

522,533

901,001

60,692

527,187

Total key management personnel compensation

1,961,737

1,488,880

(d)

Transactions with entities with joint KMPs

The following transactions occurred with a party where both the Company and the party shared
KMPs during the reporting period:

Recharges to entities with joint KMP

(i)

Recharge of rent and shared office costs

Recharges to Venture Minerals Limited

Purchases from entities with joint KMP

2022
$

2021
$

170,167

281,798

(ii)

Shared office costs and other supplier services on arms’ length terms:

Payments to Venture Minerals Limited

10,908

163,939

(iii)

Balances outstanding to entities with joint KMP

Venture Minerals Limited

–

17,605

Mr Radonjic is a Director of Venture Minerals Limited which shares office and administration service
costs on normal commercial terms and conditions.

Mr Halliday was a Non-Executive Director of Venture Minerals Limited until 26 November 2021, which
shares either office and administration service costs on normal commercial terms and conditions.

Details of remuneration disclosures are included in the Remuneration Report on pages 47 to 67.

120

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments

(a)

Fair value of listed options granted

There are no listed options on issue.

(b)

Fair value of zero exercise price options grated to Employees

During the period, the Company issued 6,805,962 zero exercise price options (“ZEPOs”) to
employees over three classes/tranches, Short Term Incentives (“STI”), Long Term Incentives
(“LTI”) and Retention, under the vesting conditions as specified in the table below.

The fair value for all tranches at grant date is determined using a Black Scholes Model applying
the following inputs:

• Weighted average exercise price of $0.000;

• Weighted average life of the option (years) of 5;

• Weighted average underlying share price: refer below for each tranche;

• Expected share price volatility of 85%;

• Weighted average risk-free interest rate between 0.87% & 1.35%.

Volatility is calculated based on share price history of the company and used as the basis for
determining expected share price volatility. The expected volatility reflects the assumptions that
the historical volatility over a period similar to the life of the options is indicative of future trends
which may not be the actual outcomes. The life of the options is agreed upon by the Board to
ensure long term goal congruence between Directors, Management and Shareholders.

121

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments (continued)

Class

Milestones Description of milestones

Vesting
Date***

Number
issued

Grant
Date

Exercise
Price

Underlying
Share Price
on Grant
Date

Total Fair
Value

Share based
payment
expense
recognised
during the
period

BSXOPT10

Short Term
Incentives –
Tranche 1

BSXOPT10

Short Term
Incentives –
Tranche 2

BSXOPT10

Short Term
Incentives –
Tranche 3

Complete life cycle
carbon analysis on
integrated upstream
and downstream PFS
for the Ta Khoa Project
demonstrating NCM
production impact (Kg
CO2 eq/Kg NCM) in
lowest 50th percentile
of similar producers.
The analysis will be
completed with reference
to an independent third
party report

Completion of Phase
One Pilot Plant Program
for the Downstream
Refinery (Ta Khoa Project)
to supply battery grade
sample products to
potential downstream
partners.

Achieve a JORC
compliant resource of
500,000 tonnes (inferred
and indicated) of Nickel
or metal equivalents
reported in accordance
with clause 50 of JORC
code, for the Ta Khoa
Project and greater
than 50% conversion of
Resource to Reserve.

30 June
2022

559,452

7 Oct
2021

0.000

0.470

262,942

246,915 *

30 June
2022

88,385

29 Nov
2021

0.000

0.570

50,380

30 June
2022

1,118,910

7 Oct
2021

0.000

0.470

525,888

– **

30 June
2022

220,963

29 Nov
2021

0.000

0.570

125,949

– **

30 June
2022

559,452

7 Oct
2021

0.000

0.470

262,942

246,915*

30 June
2022

132,577

29 Nov
2021

0.000

0.570

75,569

2,679,739

1,303,670

619,779

* Prior to vesting, the value of options related to employees who resigned and therefore forfeited the options were reversed

out from share-based payments expenses. 34,101 options from Tranche 1 and 34,101 options from Tranche 3 related to those
employees were cancelled following 30 June 2022.

** The vesting conditions of STI Tranche 2 had not been met as at the 30 June 2022 measurement date, and therefore the options
were cancelled following 30 June 2022. The accumulated value attributed to those options was reversed out through share-
based payments expense recorded during the period.

*** The holder must be in service at the vesting date

122

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments (continued)

Class

Milestones Description of milestones

Vesting
Date***

Number
issued

Grant
Date

Exercise
Price

Underlying
Share Price
on Grant
Date

Total Fair
Value

Share based
payment
expense
recognised
during the
period

BSXOPT11

Long Term
Incentives –
Tranche 1

Securing a binding
downstream offtake and
a downstream partner
to develop the Ta Khoa
Project

BSXOPT11

Long Term
Incentives –
Tranche 2

Achieve a final
investment decision and
commence development
of the Ta Khoa Project

30 Jun
2023

441,676

176,771

441,676

176,771

7 Oct
2021

29 Nov
2021

7 Oct
2021

29 Nov
2021

0.000

0.470

207,588

0.000

0.570

100,759

0.000

0.470

207,588

0.000

0.570

100,759

BSXOPT11

Long Term
Incentives –
Tranche 3

BSXOPT11

Long Term
Incentives –
Tranche 4

BSXOPT11

Long Term
Incentives –
Tranche 5

· Zero fatalities at the Ta
Khoa Project

· Total Recordable
Incident Frequency Rate
target is 30% off 3.9%
= 3%

· Zero material breaches
of any permits

· A net zero carbon
DFS (Scope 1 and 2
emissions)

Proportional vesting
will occur based on
the Absolute Total
Shareholder Return
(“ATSR”) from 1 July 2021
to 30 June 2024 (the
“Measurement Period”)

Proportional vesting will
occur where the Relative
Total Shareholder Return
(“RTSR”) exceeds the
median TSR over the
Measurement Period
from 1 July 2021 and
30 June 2024 of the
selected peer group
(See Notice of Meeting
26/10/2021).

30 Jun
2023

441,676

7 Oct
2021

0.000

0.470

207,588

197,841**

30 Jun
2024

176,771

29 Nov
2021

0.000

0.570

100,759

30 Jun
2024

441,676

7 Oct
2021

176,771

29 Nov
2021

0.000

0.470

69,210

17,598**

0.000

0.570

33,593

7,580

30 Jun
2024

441,676

7 Oct
2021

0.000

0.470

69,210

17,598**

30 Jun
2024

176,771

29 Nov
2021

0.000

0.570

33,593

7,580

3,092,235

1,130,647

348,957

* As at reporting date, no value was expensed as the Company assessed that the most likely outcome as at 30 June 2022 was that

none of the instruments will vest (i.(e) probability of less than 50%). Following 30 June 2022, 29,397 options related to Tranche
1 and 29,397 options related to Tranche 2 issued to employees who resigned prior to 30 June 2022 have been cancelled. No
value was previously recorded against those options cancelled

** As the options have not yet vested, the value of options related to employees who resigned and therefore forfeited the options

were reversed out from the share-based payments. 29,397 options from Tranche 3, 29,397 options from Tranche 4 and 29,397
options from Tranche 5 related to those employees were officially cancelled following 30 June 2022.

*** The holder must be in service at the vesting date

123

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments (continued)

Class

Milestones

Description of
milestones

Vesting Date

Number
issued

Grant
Date

Exercise
Price

Underlying
Share Price
on Grant
Date

Total Fair
Value

Share based
payment
expense
recognised
during the
period

BSXOPT12 Retention

18 Months
Retention

18 months from
issue date

1,033,988

7 Oct
2021

0.000

0.470

485,974

199,224*

1,033,988

485,974

199,224

* As the options have not yet vested, the value of options related to employees who resigned, and therefore forfeited the options,
were reversed out from the share-based payments expense. Following 30 June 2022, 162,323 options related to employees
who resigned prior to 30 June 2022 were officially cancelled

(c)

Fair value of performance rights granted to its Managing Directors, Employees and
Consultants by Codrus Minerals Limited

During the year, Codrus issued 7,100,000 performance rights to its employees and
consultants subject to various performance conditions. The share based payments expense
recognised during the year related to the rights was $372,785 as per the below table.

The fair value for all the performance rights at grant date is determined using = the
following inputs:

• Underlying share price on date of grant: $0.200 / $0.140

• CDRPRA – Market based condition discounted for assessed probability of vesting of

50%, determined by management of Codrus

• Weighted average life of the option (years) of 5;

• Weighted average underlying share price: refer below for each tranche;

124

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments (continued)

Class

Milestones

Description of milestones**

Number
issued

Grant
Date

Exercise
Price

Underlying
Share Price
on Grant
Date

Total Fair
Value

Share based
payment
recognised
during the
period

CDRPRA

Performance
& Market
Based

CDRPRB Performance
& Non-Market

CDRPRC

Performance
& Non-Market

(a) Codrus shares achieving a
VWAP per share of $0.40 or more
calculated over any 20 consecutive
trading days on which days are
on which trades in the shares are
recorded on the ASX; and;

(b) The holder completing 12
months of continous employment
at the company

(a) Codrus achieving, in respect of
any mining tenements or projects
it hold an interest in at the issue
date of the performance rights or
acquires at any date in the future, a
drill result greater or equal to:

i. A 30, gram x metre gold
intersection (with a minimum cut-
off grade of 0.2 g/t Au); or

ii. A 10, % x metre Nickel
intersection (with a minimum cut
off grade of 0.2%/t Ni); or

iii. A 18, % x metre Copper
intersection (with a minimum cut
off grade of 0.3%/t Cu)

(b) The holder completing 24
months of continuous employment
at the Company

Codrus achieving a JORC
compliant inferred mineral
resource estimate of either:

(a) 500,000 ounces of Gold, with
a minimum cut off grade of 0.2g/t
Au; or

(b) 50,000 tonnes of Nickel, with
a minimum cut off grade of 0.2%
Ni; or

In respect of any mining tenements
or projects it holds an interest in at
the issue date of the performance
rights or acquires at any date in
the future, as signed off by an
independent geologist

1,100,000

23 Jul
2021

0.000

0.200

110,000

103,068

1,350,000

3 Dec
2021

0.000

0.140

94,500

85,131

1,200,000

23 Jul
2021

0.000

0.200

240,000

112,438

1,800,000

3 Dec
2021

0.000

0.140

252,000

72,148

300,000

23 Jul
2021

0.000

0.200

1,350,000

3 Dec
2021

0.000

0.140

7,100,000

696,500

372,785

* Codrus management has assessed the probability of achieving the vesting conditions as less than 50%, and therefore no value has been

attributed to these rights or recognised during the years

** For each of the above awards, the holder must be in service at the vesting date

125

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

29. Share Based Payments (continued)

(d)

Share-Based Payments recognised for options issued by Blackstone in prior years.

During the year, $650,230 of share based payments was recognised for unlisted
options issued by Blackstone in the previous years, which were being amortised over
their relevant vesting periods.

(e)

Share-Based Payments recognised for options issued by Codrus in prior years.

During the year, $362,330 of share based payments was recognised for unlisted
options issued by Codrus in the previous years, which were being amortised over their
relevant vesting periods.

Total share-based payment transactions recognised during the year are set out below.

30 June 2022
$

30 June 2021
$

Share based payments expense

Options issued to Blackstone directors, employees and consultants1

1,843,190

1,296,768

Options issued to Codrus directors, employees and consultants2

735,115

Options issued to Blackstone Corporate Advisors

Options issued to Codrus Corporate Advisors

571,081

290,379

412,020

Total Share based payments expense

2,578,305

2,570,248

A portion of the share based payments expenses for both 30 June 2022 and 30 June 2021, represent the
expense related to the options issued in prior years that relate to current period of service for employees,
directors and consultants.

1 Expenses relating to Options issued during FY2022: $1,192.960 (30 June 2021: $878,801); Expenses relating to Options issued

in prior period: $650,230 (30 June 2021: $417,967)

2 Expenses relating to Options issued during FY2022: $372,785 (30 June 2021: $571,081) ; Expenses relating to Options issued in

prior period: $362,330 (30 June 2021: $Nil)

30. Contingent Liabilities

There are no contingent liabilities outstanding at the end of the year, other than those disclosed in Note 25.

126

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

31. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in note 1(b):

Name of entity

Codrus Minerals Limited (Formerly
Black Eagle (WA) Pty Ltd)B

Blackstone Minerals (Canada) Pty Ltd
Black Eagle (US) LLCB

Cobalt One Energy Corp

AMR Nickel Limited

Ban Phuc Nickel Mines Limited

Country of
incorporation

Class of Shares

2022
%

2021
%

Equity HoldingA

Australia

Ordinary

Australia

United States

Canada

Cook Islands

Vietnam

Ordinary

46.67C

100

46.67

100

46.67C

100

46.67

100

A The proportion of ownership interest is equal to the proportion of voting power held.

B Black Eagle (US) LLC is a wholly owned subsidiary of Codrus Minerals Limited.

C See Note 2 for key judgement regarding de facto control

32. Parent Entity Information

Consolidated

2022
$

2021
$
(Restated
– Note 33)

35,547,187

14,466,228

26,761,603

13,482,766

62,308,790

27,948,994

2,534,092

1,257,448

417,747

258,804

2,951,839

1,516,252

127,365,109

61,360,347

5,095,467

3,252,277

(73,103,626)

(38,179,882)

59,356,950

26,432,742

(34,923,744)

(15,706,611)

(a)

Assets

Current assets

Non-current assets

Total assets
Liabilities

Current liabilities

Non-current liabilities

Total liabilities
Equity

Contributed equity

Reserves

Accumulated losses

Total equity
Total Comprehensive loss for the year

Loss for the period after income tax

Other comprehensive income for the year

(b)

(c)

(d)

(e)

(f)

Total comprehensive loss for the year
The parent entity has not guaranteed any loans for any entity during the year.

(34,923,744)

(15,706,611)

The parent entity has no contingent liabilities at the end of the financial year.

127

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods

i. Restatements associated with the Group’s acquisition of AMR Nickel Limited

During the year ended 30 June 2022, the Group reviewed the accounting applied for the
acquisition of the 100% interest in AMR Nickel Limited (“AMRN”), which owns 90% of Ban Phuc
Nickel Mines Limited (“BPNM”), in the financial statements for the year ended 30 June 2020
financial year and the accounting applied in subsequent years.

In the consolidated financial statements for the year ended 30 June 2020, the Company
accounted for the acquisition of AMRN and BPNM as a business combination. The Group gained
control of these entities after exercising an option it held to acquire the 100% interest in AMRN.
Upon review, the Group identified that this transaction should have been accounted for as an
asset acquisition on the basis that the net assets acquired within the two legal entities, which
relate to the Ta Khoa Nickel Project, did not meet the definition of a business. As such, the value
of the consideration paid should have been allocated to individual identifiable assets acquired
and liabilities assumed on a relative fair value basis. Furthermore, as an asset acquisition, the
initial recognition exemption for deferred tax liabilities applies.

Accordingly, the discount on acquisition of $1,722,326 and a deferred tax liability of $2,337,918
recognised in the consolidated financial statements for the year ended 30 June 2020 have
been reversed. In addition, expenditure incurred by the Group during the option period
prior to gaining control of the two entities in the amount of $2,737,165 has been expensed
in accordance with the Group’s accounting policy for exploration and evaluation expenditure.
This expenditure was previously included in the total cost of the acquisition. These adjustments
reduced the value of the Plant acquired, which was considered to be the principal asset, and
have increased accumulated losses

Following the initial accounting, adjustments have also been made in subsequent reporting
periods to reverse deferred tax movements, account for translation differences, restate the
depreciation charge on the Plant and recognised the NCI interest therein.

The full effect of the restatement on 30 June 2020 balances, by major category, are disclosed
in the table below as adjustment (i). In addition, the effect of the restatement on balances and
transactions reported as at 30 June 2021 are demonstrated in a separate table below.

Restatements relating to the Group’s interest in Codrus Minerals Limited and associated
transactions

ii. Restatement of historical acquisition costs related to tenements transferred to Codrus.

In the 2021 financial statements, the Group accounted for the dilution of its interest in Codrus
following Codrus’ successful issue of shares and listing on the ASX (“IPO”). As part of the
transaction, the Company received 35,000,000 shares in Codrus as consideration for the project
and tenements that were transferred to Codrus (previously a wholly owned subsidiary). The
Group and Company had recognised $1,600,000 in acquisition costs relating to these tenements
in 2017, which were carried as an asset in accordance with the Group’s accounting policy.

128

BLACKSTONE MINERALS LIMITED Annual Report 2022

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods (continued)

Following the IPO, the Group wrote this asset off on the basis the Company no longer held
these tenements. Upon reviewing the transaction, the Group has determined that the acquisition
costs related to these tenements should not have been written off in financial year ended 30
June 2021 as the Group maintained control of Codrus. Accordingly, an adjustment has been
recognised to increase Exploration Assets and decrease accumulated losses within the Group by
an amount of $1,600,000.

The entry is tabled below as adjustment (ii).

iii. Restatements relating to the calculation of the non-controlling interest in Codrus

In the consolidated financial statements for the year ended 30 June 2021, the Company
consolidated Codrus notwithstanding the dilution of its interest in the controlled entity. As part of
the transaction, the Group recognised an NCI which holds 53.33% of Codrus.

In reviewing the accounting applied to the transaction, the full IPO proceeds net of transaction
costs were allocated to the NCI in the consolidated statement of financial position. In accordance
with the Accounting Standards, when the proportion of equity held by an NCI changes, the
Group should have adjusted the carrying amount of the NCI in the consolidated statement of
financial position to reflect the NCI’s relative interest in the net assets of Codrus. Any difference
between the amount by which the NCI is adjusted and the value of the consideration received
for the shares issued should have been recognised in equity and attributed to the owners of
the parent. According, an amount of $3,160,267 has been transferred from the NCI to an equity
reserve.

In addition, the loss for the year ended 30 June 2021 attributable to the NCI in Codrus was
incorrectly calculated as it was based on Codrus’ reported results for the full year ended 30 June
2021, rather than on the consolidated results of Codrus from 23 June 2021 (the date on which
the NCI arose) to 30 June 2021.

As a result, the calculation of the NCI was adjusted to reduce its allocated share of the 30 June
2021 loss of Codrus by $2,946,381. The net impact of these restatements on the restated 1 July
2021 NCI was a reduction of $213,786.

A summary of the entries is tabled below as adjustment (iii).

iv. Restatement of share-based payment reserve and non-controlling interest for equity

instruments issued by Codrus

Included in the Codrus loss for the year ended 30 June 2021, was $983,101 of share-based
payments recognised in relation to options and performance rights issued to Directors,
employees and corporate advisors. Whilst the costs were split between the parent entity interest
and the NCI based on the holding percentages (Blackstone 46.67%, NCI 53.33%), the Group has
identified that the credit entry amounting to $983,101 should be recognised within NCI in equity,
rather than the option reserve for the Group.

The entry is tabled below as adjustment (iv).

129

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods (continued)

Restatement of comparative financial information as at 1 July 2020

Impact on consolidated financial statement of
financial position

Property, plant and equipment

Exploration and evaluation assets

Total Assets

Deferred tax liabilities

Total Liabilities

1 July 2020
previously
disclosed $

Adjustment (i) $

1 July 2020
Restated $

11,512,910

(6,041,383)

7,931,498

5,471,527

7,931,498

28,958,018

(6,041,383)

22,916,635

2,337,918

(2,337,918)

10,924,599

(2,337,918)

8,586,681

Net Assets

18,033,419

(3,703,463)

14,329,956

Foreign currency translation reserve

(311,151)

766,158

455,007

Total Reserves

Accumulated losses

1,353,979

766,158

2,120,137

(21,380,716)

(4,459,491)

(25,840,207)

Total Equity attributable to owners

18,145,004

(3,693,333)

14,451,671

Non-controlling interest

Total Equity

(111,584)

(10,131)

(121,715)

18,033,419

(3,703,463)

14,329,956

130

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods (continued)

Restatement of comparative financial information as at 30 June 2021

1 July 2021
previously
disclosed

Adjustment
(i)

Adjustment
(ii)

Adjustment
(iii)

Adjustment
(iv)

1 July 2021
Restated

Impact on consolidated financial statement of financial position

Property, plant and equipment

11,096,604

(5,999,443)

Exploration and evaluation assets

5,800,000

1,600,000

Total Assets

40,601,645

(5,999,443)

1,600,000

Deferred tax liabilities

2,225,478

(2,225,478)

Total Liabilities

7,718,838

(2,225,480)

Foreign currency translation
reserve

Option reserve

Equity reserve

Total Reserves

9,324

757,666

4,235,378

–

5,097,161

7,400,000

36,202,202

5,493,358

766,990

(983,101)

3,252,277

–

3,160,267

–

4,244,702

757,666

3,160,267

(983,101)

7,179,534

Accumulated losses

(35,839,819)

(4,534,186)

1,600,000

(2,946,481)

–

(41,720,486)

Total Equity attributable to
owners

29,765,231

(3,776,520)

1,600,000

213,786

(983,101)

26,819,396

Non-controlling interest

3,117,576

2,557

(213,786)

983,101

3,889,448

Total Equity

32,882,807

(3,773,963)

1,600,000

Impact on consolidated statement of profit or loss and other comprehensive income

Write-off of exploration and
evaluation asset

(1,600,000)

1,600,000

Depreciation expense

(725,197)

41,940

(Loss) before tax

Income tax benefit

(18,821,566)

41,941

1,600,000

112,440

(112,440)

(Loss) for the year

(18,709,126)

(70,501)

1,600,000

Total Comprehensive loss

(18,355,696)

(70,500)

1,600,000

Total Comprehensive loss
attributable to:

Non-controlling interest

(4,217,068)

12,687

2,946,481

Owners of Blackstone Minerals
Limited

(14,138,628)

(83,187)

1,600,000

(2,946,481)

(18,355,696)

(70,500)

1,600,000

30,708,844

(683,257)

(17,179,625)

(16,826,196)

(1,257,900)

(15,568,296)

16,826,196

131

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods (continued)

v. Restatement of consolidated interim financial statement for the half-year ended 31

December 2021

In the interim financial statements for the half year ended 31 December 2021, the Company
accounted for the deconsolidation of Codrus effective 12 November 2021, following a trigger
event which the Company originally believed resulted in the deconsolidation of Codrus. As a
result, from 12 November 2021 the Group equity accounted its investment in Codrus. Upon
further review, the Group has determined that it has de facto control of Codrus (see Note 2 for
key judgements). As a result, Codrus has been consolidated for the year ended 30 June 2022.

For the half year ended 31 December the following adjustments are required to consolidate
Codrus:

• Reversal of deconsolidation gain recognised in profit and loss of $4,677,850

• Reversal of the equity accounted share of losses amounting to $403,387

• Reversal of the impairment loss amounting to $1,346,613 recognised on the equity

accounted investment

• Consolidation of Codrus’ loss for the period 12 November 2021 to 31 December 2021
of $741,386, recognition of the portion of this loss attributable to the NCI and the
corresponding movement in net assets.

The full effect of the restatements above on 31 December 2021 half-year balances, by major
category, are disclosed in the table below:

31 December
2021 previously
disclosed

Adjustment (i)

Adjustments
(ii), (iii) & (iv)

Adjustment (v)

31 December
2021 Restated

Impact on consolidated statement of financial position

Cash and cash equivalents

Receivables

60,150,658

1,880,445

Property, plant and equipment

10,859,822

(5,999,443)

1,600,000

6,055,403

66,206,061

79,502

1,959,947

4,860,379

7,470,237

–

(4,725,000)

(695,671)

(5,378,976)

5,870,237

4,725,000

(4,683,307)

(2,018,053)

2,018,053

83,507,431

(3,981,388)

1,600,000

714,234

81,840,277

127,184,515

5,038,967

757,666

2,041,624

983,100

8,821,357

Exploration and evaluation asset

Investment in Associate

Current liabilities

Deferred tax liabilities

Net assets

Issued Capital

Reserves

Accumulated losses

(47,391,225)

(4,741,611)

(1,346,481)

(3,273,855)

(56,753,172)

Total Equity attributable to owners

84,832,257

(3,983,945)

695,143

(2,290,755)

79,252,700

Non-controlling interest

(1,324,826)

2,557

904,857

3,004,989

2,587,577

Total Equity

83,507,431

(3,981,388)

1,600,000

714,234

81,840,277

132

BLACKSTONE MINERALS LIMITED Annual Report 2022NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2022

33. Restatements of Prior Periods (continued)

31 December
2021 previously
disclosed

Adjustment (i)

Adjustments
(ii), (iii) & (iv)

Adjustment (v)

31 December
2021 Restated

Impact on consolidated statement of profit or loss and other comprehensive income

Exploration expenditure

Administration expenses

Effective of deconsolidation

Share of loss from equity accounted investment

Provision for impairment of Investments

(8,230,427)

(2,906,214)

4,677,850

(403,387)

(1,346,613)

Loss before income tax

(12,822,322)

Income tax benefit

Loss for the year

207,425

(207,425)

(12,614,897)

(207,425)

Other comprehensive income

(23,027)

Total Comprehensive loss

(12,637,924)

(207,425)

Total Comprehensive loss attributable to:

Non-controlling interest

(993,968)

Owners of Blackstone Minerals Limited

(11,643,956)

(207,425)

(12,637,924)

(207,425)

Earnings per share for loss attributable to the owners

(687,326)

8,917,753

(54,060)

2,960,274

(4,677,850)

403,387

1,346,613

(3,669,236)

(16,491,558)

(3,669,236)

(16,491,558)

(23,027)

(3,669,236)

(16,514,585)

(395,381)

(1,389,349)

(3,273,855)

(15,125,236)

(3,669,236)

(16,514,585)

Basic and diluted loss per share (cents)

(3.3)

(4.3)

133

DIRECTORS’ DECLARATION

In the Directors’ Declaration

(a) the financial statements and notes set out on pages 70 to 133 are in accordance with

the Corporations Act 2001, including:

i. complying with Accounting Standards, the Corporations Regulations 2001 and

other mandatory professional reporting requirements; and

ii. giving a true and fair view of the Group's financial position as at 30 June 2022 and

of its performance for the period ended on that date; and

(b) there are reasonable grounds to believe that the Company will be able to pay its debts

as and when they become due and payable; and

Financial Reporting Standards issued by the International Accounting Standards Board.

The Directors have been given the declarations by the chief executive officer and chief
financial officer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Board of Directors.

Scott Williamson
Managing Director

Perth, Western Australia, 30 September 2022

134

BLACKSTONE MINERALS LIMITED Annual Report 2022INDEPENDENT AUDITOR’S REPORT

Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au

Independent auditor’s report to the members of
Blackstone Minerals Limited

Report on the audit of the financial report

Opinion

We have audited the financial report of Blackstone Minerals Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated financial position as at 30 June 2022, the
consolidated statement of profit and loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, notes to the
financial statements, including a summary of significant accounting policies, and the directors’
declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:

a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022

and of its consolidated financial performance for the year ended on that date; and

b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters. For each matter below, our description of how our audit
addressed the matter is provided in that context.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

135

INDEPENDENT AUDITOR’S REPORT

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.

Restatement of comparative information

Why significant

As set out in Note 33 to the financial report, the prior
period comparative financial information has been
restated to adjust for the following errors identified
during the current year’s audit:

How our audit addressed the key audit matter

Our audit procedures performed in connection
with evaluating the appropriateness of the
restatements included the following:

(i)

(ii)

Accounting for the acquisition of the Ta Khoa
Nickel Project (“Ta Khoa”) during the 30 June
2020 financial year, including the classification of
the transaction as an asset acquisition rather than
as a business combination;

Accounting for transactions associated with the
Group’s interest in its subsidiary Codrus Minerals
Limited (“Codrus”) during the 30 June 2021
financial year, including the recognition of a non-
controlling interest on dilution of the Group’s
interest in Codrus.

Due to the judgement involved in determining the
accounting treatment for the above transactions and the
quantum of the amounts involved, we consider these
restatements to be a key audit matter.

► Re-assessing the interpretation of the Ta
Khoa transaction as an asset acquisition
against the accounting principles of
Australian Accounting Standard AASB 3
Business Combinations;

► Auditing the Group’s allocation of the Ta
Khoa purchase consideration to the net
assets acquired;

► Auditing the allocation of proceeds

received by the Group from the issue of
shares by Codrus, as part of that
company’s initial public offering,
between the Non-Controlling Interest
recognised and equity attributable to the
owners of the parent company;

► Auditing the calculations of the

restatements and their impacts on the
consolidated financial statements for all
periods presented; and

► Reviewing the adequacy of the

disclosures in relation to the restatement
of prior periods.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

136

BLACKSTONE MINERALS LIMITED Annual Report 2022

INDEPENDENT AUDITOR’S REPORT

Carrying Amount of Exploration and Evaluation Expenditure Assets

Why significant

How our audit addressed the key audit matter

As disclosed in Note 10 as at 30 June 2022, the
Group held exploration and evaluation expenditure
assets of $7,473,136.

The carrying amount of exploration and evaluation
expenditure assets is assessed for impairment by the
Group when facts and circumstances indicate that the
exploration and evaluation expenditure assets may
exceed its recoverable amount.

The determination as to whether there are any
indicators to require an exploration and evaluation
expenditure asset to be assessed for impairment,
involves a number of judgments including whether the
Group has tenure, will be able to perform ongoing
expenditure and whether there is sufficient
information for a decision to be made that the area of
interest is not commercially viable. During the year
the Group determined that there had been no
indicators of impairment.

Given the size of the balance relative to the Group’s
balance sheet and the judgmental nature of
impairment indicator assessments associated with
exploration and evaluation expenditure assets, we
consider this a key audit matter.

We evaluated the Group’s assessment as to whether
there were any indicators of impairment to require
the carrying amount of exploration and evaluation
expenditure assets to be tested for impairment. In
performing our audit procedures, we:

► Considered the Group’s right to explore in
the relevant areas of interests, which
included obtaining and assessing supporting
documentation such as tenure documents.

► Considered the Group’s intention to carry out

significant exploration and evaluation
activities in the relevant exploration area
which included assessing whether the
Group’s cash-flow forecasts provided for
expenditure for planned exploration and
evaluation activities, and enquiring with
senior management and Directors as to the
intentions and strategy of the Group.

► Considered the Group’s assessment of
whether the commercial viability of
extracting mineral resources had been
demonstrated and whether it was
appropriate to continue to classify the
capitalised expenditure for the area of
interest as an exploration and evaluation
expenditure asset.

► Considered whether there was any other
data or information that indicated the
carrying amount of the exploration and
evaluation expenditure asset would not be
recovered in full from successful
development or by sale.

► Assessed the adequacy of the disclosure in

the financial report

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

137

INDEPENDENT AUDITOR’S REPORT

Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 annual report, but does not include the financial report
and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

- 92 -

138

BLACKSTONE MINERALS LIMITED Annual Report 2022

INDEPENDENT AUDITOR’S REPORT

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:

►

Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

► Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.

►

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.

► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.

►

Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.

► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

139

INDEPENDENT AUDITOR’S REPORT

From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report in the directors’ report for the year ended 30 June 2022.

In our opinion, the Remuneration Report of Blackstone Minerals Limited for the year ended
30 June 2022, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.

Ernst & Young

Russell Curtin
Partner
Perth
30 September 2022

A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation

140

BLACKSTONE MINERALS LIMITED Annual Report 2022

ADDITIONAL SHAREHOLDER INFORMATION

Corporate Governance Statement

In accordance with ASX Listing Rule 4.10.3 the Company’s Corporate Governance Statement can be found on
the Company’s website, refer to http://blackstoneminerals.com.au/corporate/

Distribution of equity securities

Analysis of numbers of equity security holders by size of holding as at 20 September 2022 were as follows:

Holding

1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

Holders of less than a marketable parcel: 1,050

Substantial Shareholders

The names of the substantial shareholders as at 23 September 2022:

Shareholder

CITICORP NOMINEES PTY LIMITED

DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT

BNP PARIBAS NOMS PTY LTD

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD

Number of Shareholders

276

1,401

804

1,898

374

4,753

Number

85,826,450

25,969,750

24,105,825

24,085,812

20,000,000

Voting Rights - Ordinary Shares

In accordance with the holding Company’s Constitution, on a show of hands every member present in
person or by proxy or attorney or duly authorised representative has one vote. On a poll every member
present in person or by proxy or attorney or duly authorised representative has one vote for every fully
paid ordinary share held.

141

ADDITIONAL SHAREHOLDER INFORMATION

Voting Rights - Ordinary Shares

In accordance with the holding Company’s Constitution, on a show of hands every member present in person
or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in
person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary
share held.

Unquoted Securities

Exercise
price

Vesting conditions

Expiry date

Number of
options

Number of
holders

Employee
Options

$0.001

1,000,000 vesting on decision to mine, 300,000 vesting on
Completion of DFS and Downsteam Pilot Plant

20 August
2025

1,300,000

$0.001

Tranche 2 - 50% to vest upon 18 months service and 50%
vested.

20 February
2025

600,000

732,010

3 December
2026

STI ZEPOs

$0.000

Tranche 1 - Complete life cycle carbon analysis on integrated
upstream and downstream PFS for the Ta Khoa Project
demonstrating NCM production impact (Kg CO2 eq/Kg NCM)
in lowest 50th percentile of similar producers. The analysis will
be completed with reference to an independent third party
report

Tranche 3 - Achieve a JORC compliant resource of 500,000
tonnes (inferred and indicated) of Nickel or metal equivalents
reported in accordance with clause 50 of JORC code, for the Ta
Khoa Project and greater than 50% conversion of Resource to
Reserve.

Tranche 1 - Securing a binding downstream offtake and a
downstream partner to develop the Ta Khoa Project

Tranche 2 - Achieve a final investment decision and commence
development of the Ta Khoa Project

Tranche 3:

-Zero fatalities at the Ta Khoa Project

·Total Recordable Incident Frequency Rate target is 30% off
3.9% = 3%

LTI ZEPOs

$0.000

·Zero material breaches of any permits

·A net zero carbon DFS (Scope 1 and 2 emissions)

Tranche 4 - Proportional vesting will occur based on the
Absolute Total Shareholder Return (“ATSR”) from 1 July 2021 to
30 June 2024 (the “Measurement Period”)

Tranche 5 - Proportional vesting will occur where the Relative
Total Shareholder Return (“RTSR”) exceeds the median TSR over
the Measurement Period from 1 July 2021 and 30 June 2024 of
the selected peer group (See Notice of Meeting 26/10/2021).

3 December
2026

2,441,005

$0.000

18 months service from date of issue

3 December
2026

577,704

$0.28

Nil

7 July 2025

1,000,000

$0.000

36 months of continuous service

3 December

212,465

Retention
ZEPOs

Advisor
Options

Director
Performance
Rights

142

BLACKSTONE MINERALS LIMITED Annual Report 2022ADDITIONAL SHAREHOLDER INFORMATION

Equity Security holders

The names of the twenty largest ordinary fully paid shareholders as at 23 September 2022 are as follows:

Shareholder

Number

% Held of Issued
Ordinary Capital

CITICORP NOMINEES PTY LIMITED

85,826,450

18.14%

DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT

25,969,750

BNP PARIBAS NOMS PTY LTD

HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED

ACUITY CAPITAL INVESTMENT MANAGEMENT PTY LTD

BNP PARIBAS NOMINEES PTY LTD

DEUTSCHE BALATON AKTIENGESELLSCHAFT

J P MORGAN NOMINEES AUSTRALIA PTY LIMITED

SPARTA AG

MRS CANDICE MARIE WILLIAMSON

MR HAMISH PETER HALLIDAY

TA KHOA MINING LIMITED

SPARTA AG

BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM

NATIONAL NOMINEES LIMITED

MR HAMISH PETER HALLIDAY

MRS LENORE THERESA RADONJIC

ELUTION METALS PTY LTD

2INVEST AG

24,105,825

24,085,812

20,000,000

17,684,070

15,045,391

12,916,639

8,050,000

6,650,000

6,547,632

5,670,000

5,500,000

5,173,016

4,043,000

4,000,000

3,500,001

3,499,825

3,350,000

5.49%

5.09%

4.23%

3.74%

3.18%

2.73%

1.70%

1.41%

1.38%

1.20%

1.16%

1.09%

0.85%

0.74%

0.71%

CCRD ENTERPRISES PTY LTD

3,102,005

0.66%

284,719,416

60.17%

143

SCHEDULE OF TENEMENTS

As at 23 September 2022

Project

Gold Bridge

Location

British Columbia, Canada

Tenement

501174, 502808

503409, 564599

573344, 796483

844114, 1020030

1047915, 1055449

1046246, 1046253

1050797, 1052563

1052564, 1052989

1052990, 1052991

1052992, 1052993

1055836, 1055837

1055838, 1055839

1055840, 1055859

1055860, 1055861

1055862, 1055863

1055864, 1052630

1052893, 1065892

1066580,1066581

Ta Khoa

Vietnam

ML 1211/GPKT-BTNMT and 522 G/P

Twilight Ni-Cu

Labrador, Canada

Bull Run (Record Mine) 2

Silver Swan South 2

Red Gate 2

Middle Creek 2

Oregon, USA

Western Australia

026822M, 025183M,

025744M, 019447M,

019456M, 026615M,

033850M, 033849M,

033848M, 033851M

OR152073, OR152074

OR152076, OR152077

OR152078, OR152627

OR17242 – OR17246

OR176469 – OR176514

OR178405 – OR178437

OR105272173 – OR105272184

P27/2191 – P27/2196

E27/545

E31/1096

P46/1900 - P46/1912

P46/1914 - P46/1920

P46/1924

Interest

100%

90%

0% 1

0% 3

100%

95%

100%

P46/2091 – P46/2095

Under application

E46/1428, E46/1429, E46/1431

Under application

P46/2046 – P46/2052

Under application

Waladdi Soak 2

Western Australia

E27/682, E27/684, E27/685, E29/1176

Under application

Note 1: held under option agreement with Big Land Exploration Ltd to earn up to 100% interest in the project.

Note 2: Projects and Tenements held by Codrus Minerals Limited. Codrus Minerals Limited has been consolidated under the principals
of AASB 10 Consolidated Financial Statements. Although the Group has de facto control of Codrus (see note 2 for key judgements),
statutory and regulatory restrictions and the protective rights of the NCI restrict the ability of the Company to make direct the activities of
these projects.

Note 3: held under option agreement to acquire 100% of the Record Mine.

144

BLACKSTONE MINERALS LIMITED Annual Report 2022blackstoneminerals.com.au