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2023 ReportANNUAL REPORT
30 JUNE 2023
LOOKING FORWARD.
MINING GREEN.
ABN 96 614 534 226
CORPORATE DIRECTORY
Non-Executive Chairman
Hamish Halliday
Managing Director
Scott Williamson
Non-Executive Directors
Alison Gaines
Frank Bierlein
Dan Lougher
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
HSBC Bank Australia
40 St Georges Terrace
Perth WA 6000
National Australia Bank
50 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 Tenements
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CHAIRMAN’S LETTER TO SHAREHOLDERS
For the year ended 30 June 2023
Dear fellow Shareholders,
On behalf of the Directors of Blackstone Minerals Limited, I present to
shareholders the annual report for the year ended 30 June 2023.
The Ta Khoa Project remains a very attractive prospect and the Refinery is
a core component of our strategy, and we remain focused on achieving
our corporate strategy through the development of the integrated Ta
Khoa mine to battery precursor project in Vietnam. The nickel market,
whilst volatile, still remains an attractive value proposition with shortages
of battery grade nickel forecast toward the middle of this decade.
Blackstone is strategically positioned to benefit from this deficit.
The completion of the 12-month piloting programme validates and
underpins the continuation of the Definitive Feasibility Studies and
supports our investment in research and development to develop and
validate a flowsheet that can produce a battery grade product for the
electric vehicle market with industry leading ESG credentials.
The award winning ESG credentials of the team including additional
assessments third parties including Digbee, Minviro and Circulor provide
the board with confidence that our ESG strategy is aligned with our
corporate strategy and validating one of the lowest emitting flowsheets
of Carbon emissions amongst our peers.
During the year we appointed Mr Dan Lougher to the Board as an
independent Non-Executive Director and to Chair our Technical
Committee. Dan brings extensive experience in project development
and operations to the Board as well as significant experience in the nickel
industries. It is a credit to the brand of Blackstone to attract this level of
talent and to see their skills complement the existing Board members,
whilst providing an increased level of independence to the Board.
I would like to thank Scott and the team for their continued efforts in
scouring the globe for a suitable partner for Blackstone that meets all
of the criteria to support the development activities in Vietnam. A core
component of Blackstone’s strategy is rigorous capital discipline.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 CHAIRMAN’S LETTER TO SHAREHOLDERS
Since August 2022, measures have been taken to reduce monthly spend
to maintain our cash position which has allowed us to avoid a capital
raising since November 2021.
We remain confident that the development of the Ta Khoa Project
represents a compelling opportunity in support of our global energy
transition and the team are leaving no stone unturned in a global search
for a partner.
I would like to take this opportunity to thank all employees, contractors
and consultants who have contributed to the company throughout the
year and finally, I thank you, our shareholders, for your continued support
while we continue to deliver on our corporate strategy over the next 12
months and beyond.
Hamish Halliday
Chairman
LOOKING FORWARD.
MINING GREEN.
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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
2023 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:
Mr Hamish Halliday
Non-Executive Chairman
Mr Scott Williamson
Managing Director
Profit and Loss
The loss attributable to owners of the Group after
providing for income tax amounted to $32,152,210
(2022: $31,938,576). The loss for the year includes
$21,266,195 (2022: $25,368,738) in exploration and
evaluation expenditure and share based payment
expenses of $1,492,773 (2022: $2,578,305).
Ms Alison Gaines
Non-Executive Director
Dr Frank Bierlein
Non-Executive Director
Financial Position
The Group had $12,382,285 in cash and cash
equivalents as at 30 June 2023 (2022: $40,752,510).
4. DIVIDENDS PAID OR RECOMMENDED
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.
Mr Daniel Lougher
Mr Hoirim Jung
Non-Executive Director
(Appointed
26 October 2022)
Non-Executive Director
(Resigned
24 November 2022)
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.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
5. BUSINESS STRATEGIES & PROSPECTS FOR THE FORTHCOMING YEAR
Blackstone Minerals Ltd (ASX: BSX / OTCQX: BLSTF
/ FRA: B9S) is focused on building an integrated
battery metals processing business in Vietnam
that produces Nickel:Cobalt:Manganese (“NCM”)
precursor products for Asia’s growing lithium-ion
battery industry.
Blackstone will produce the lowest emission
precursor products, as verified by Minviro and the
Nickel Institute (refer ASX announcement 15 September 2022).
The existing business has a modern nickel mine,
located in Vietnam, built to Australian standards,
which successfully operated as a mechanised
underground mine from 2013 to 2016. This will be
complemented by a larger concentrator, refinery
and precursor facility to become an integrated in-
country production facility.
To unlock the flowsheet, the Company is focused
on a partnership model and is collaborating with
groups who are committed to sustainable mining,
minimising the carbon footprint, and implementing
a vertically integrated battery metals supply chain.
The Company’s development strategy is
underpinned by the ability to secure nickel
concentrate and the Company’s Ta Khoa Project is
an emerging nickel sulphide district.
BLACKSTONE
MINERALS
TA KHOA PROJECT
Vietnam – TKP
INVESTMENTS
NiCO (ASX)
Wingellina, Ni
Corazon (ASX)
Lynn Lake, Ni
Twilight, CA
Ni, Cu
Gold Bridge, CA
Ni, Co, Cu, Au
Ta Khoa Nickel
(TKN)
Ta Khoa Refinery
(TKR)
Flying Nickel (TSX-V)
Minago, Ni
Figure 1: Blackstone Minerals Business Structure Schematic
Codrus (ASX)
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DIRECTORS’ REPORT
5. BUSINESS STRATEGIES & PROSPECTS FOR THE FORTHCOMING YEAR (CONTINUED)
Figure 2: Ta Khoa Project Location
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
• 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
1,770,660 ordinary fully paid shares were
issued upon conversion of 477,660 short term
zero exercise price options and 1,300,000
performance options issued 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.
• On 17 August 2022, the Company announced
the appointment of Ernst & Young (“EY”) as the
auditor of the Company with effect from the date
of the ASIC consent received on 17 August 2022.
• On 12 October 2022, the company released its
FY2022 Sustainability Report. The report supports
the Company’s commitment to transparency and
creating a baseline for future reporting.
• On 21 October 2022, the Company issued
12,867,412 zero exercise performance options
expiring 20 October 2027, relating to FY2023
short-term incentives (“STI”), long-term
incentives (“LTI”) and retention options to KMP
and employees under the performance rights
and option plan. It was noted that KMP did not
participate in the retention scheme.
• On 26 October 2022, the Company announced
the appointment of Dan Lougher as Non-
Executive Director.
• On 24 November 2022, the Company advised
a Board and Governance update, following the
appointment of Dan Lougher as independent
Director. Dan Lougher was appointed Chair
of the newly formed Technical Committee
to oversee the company’s Ta Khoa Project
development. In addition, following feedback
from shareholders and proxy advisors, the Board
has reviewed the structure of the Committees,
with Alison Gaines being appointed as an
Independent Nomination Committee Chair. Dr
Frank Bierlein has joined the Audit, Risk and ESG
Committee, the People, Remuneration, Culture
and Diversity Committee and the Technical
Committee. In addition to the Committee
member updates, the Board advised that Mr
Hoirim Jung resigned from his position as Non-
Executive Director, effective 24 November 2022.
• On 2 December 2022, the Company issued
2,025,974 zero exercise performance options
expiring 20 October 2027, relating to FY2023
STI and LTI to the Managing Director, as
approved by shareholders at the Annual General
Meeting held on 25 November 2022.
• On 3 March 2023, the Company provided an
update on the Ta Khoa Project development,
with the completion of the TKR piloting program.
• On 28 March 2023, the Company announced
that it had received A$3.8m from the Australian
Tax Office (“ATO”) as part of the ATO’s research
and development tax incentive program, in
recognition of the technical advancements made
by Blackstone in the financial year ended 30
June 2022.
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In collaboration with Vietnam’s People’s
Committee at both provincial and district
level, Blackstone welcomed the opportunity
to relocate the Ta Khoa Refinery to Bac Phong
Commune, Phu Yen District, which reduces
project risk and community impact.
• The Company presented a Mining Evaluation
Report to the National Reserves Council of
Vietnam for work undertaken throughout the life
of the existing tenure.
PERMITTING
• Blackstone formed a Permitting Steering
Committee, members including key government
officials from the Vietnamese provincial People’s
Committee and heads from provincial level
agencies such as Department of Natural
Resources and Energy, Department of Finance,
and Department of Industry and Trade. The
purpose of the Committee is to spearhead the
Ta Khoa Project permitting process and ensure
project success.
• The Company received an extension of the
existing Ban Phuc Nickel Mine Mining Licence
until December 2025.
• Blackstone submitted the Mining Evaluation
Report to the National Reserves Council of
Vietnam to progress the conversion of the
existing Exploration Licence to a Mining Licence,
capturing the Ban Phuc disseminated sulphide
(“DSS”) probable reserve and massive sulphide
vein (“MSV”) mineral resources.
DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS
Highlights during the year ended 30 June 2023 are
presented below:
•
Ta Khoa Project – Mining and Refinery Project
• Blackstone announced the completion of the
Ta Khoa Refinery piloting programme at ALS
Metallurgy in Western Australia. The piloting
programme successfully developed a scaled
version of the Ta Khoa Refinery, processing
concentrate to battery grade nickel and cobalt
sulphates. The pilot programme achieved the
validation of the refinery process, the production
of mixed hydroxide precipitate (“MHP”), the
distribution of battery grade nickel and cobalt
sulphates and- processing of third-party MHP and
cobalt supply.
Definitive Feasibility Study (“DFS”)
•
In consultation with partners and engineering
firm Wood, Blackstone explored development
options for the Ta Khoa Refinery DFS;
• Blackstone announced the integration of
Vietnamese engineering firm Narime into the
DFS delivery team to assist Wood in ‘localising’
the Ta Khoa Refinery design as well as
supporting completion of ‘in-country’ vendor
and contractor due diligence and sourcing
of local construction pricing to feed into the
study estimates;
• The Company engaged Metso as the
technology supplier for the precursor cathode
active material (“pCAM”) plant in the Ta Khoa
Refinery DFS delivery team.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
EXPLORATION
CORPORATE
Ta Khoa Nickel, Vietnam:
• Results from the most recent round of infill drilling
at King Snake and Ban Chang were received;
• Resource definition drilling at King Snake MSV
deposit confirmed continuity and high grades (up
to 4.3% Ni and 18.2 g/t PGE 1);
• Strong nickel and copper drill results returned
from the Suoi Phang massive sulphide vein
(“MSV”) target;
• 2.95m @ 2.42% Ni, 0.52% Cu, 0.06% Co &
0.05g/t PGE from 37.05m.
• Vietnam team ramped up regional greenfields
exploration.
Twilight Nickel-Copper Project, Canada:
• Ground electro-magnetic (“FLTEM”) surveys were
conducted during the year, with the program
targeting potential Ni-Cu-Co sulphides.
• Blackstone released its FY2022 Sustainability
Report. The report supports the Company’s
commitment to transparency in the business
and the development of an industry leading, low
CO2 emission Green Nickel™ sulphide project in
Vietnam to supply into the growing Lithium-ion
battery industry.
• The Company completed its second Digbee
ESG™ assessment upgrading last year’s rating
from a BB to BBB. Digbee is the only ESG
disclosure, ratings and communications platform
designed specifically for the mining sector.
• Blackstone announced the results from an
independent Life Cycle Assessment (“LCA”),
conducted by LCA Practitioners Minviro,
confirming a result of 9.8 kg CO2 eq. per kg
pCAM from the Company’s project. This is
substantially lower than existing nickel production
pathways in terms of Global Warning Potential,
with known opportunities to reduce even further
to 6.3kg CO2 eq. per kg pCAM.
• During the year, an application for a $3.8 million
research and development rebate was completed
for submission to the Australian Tax Office in
recognition of flowsheet technology developed
in FY2022/2023. The R&D refund was received on
28 March 2023.
• The Company announced the appointment of
Mr Dan Lougher as Independent Non-Executive
Director.
1 Platinum (Pt) + Palladium (Pd) + Gold (Au)
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
TA KHOA NICKEL PROJECT
With completion of the refinery piloting programme,
Blackstone provided a general update on the Ta Khoa
Project development. The Company’s development
strategy focusses on:
1. Multi-product strategy: In consultation with partners and engineering firm
Wood, Blackstone started to explore options to de-risk the Company’s path to
project cashflows, evaluating various product and throughput staging options
including:
• Production of crystal nickel and cobalt sulphate intermediate products, prior
to development of the pCAM facility funded from operating cashflow;
• Staged development of the Refinery, with an initial train capacity for 200,000
tonnes of concentrate feed per year, before expanding with a second train to
400,000 tonnes per year, which would be funded from operating cashflow;
• Early development of the Ta Khoa MSV projects (King Snake and Ban Chang),
and operation though the existing concentrator.
2. Partnerships: The Company continuously engaged with partners to reach a
final JV structure and investment contribution. Five groups visited the project
site in 2022 as part of the partnership due diligence process. These visits
were accompanied by meetings with Vietnamese and Australian government
representatives as well as Austrade, the Australian Department of Foreign Affairs
and Trade, financial institutions and other important stakeholders.
The consideration of a multi-product strategy was welcomed by the partners.
Having the flexibility to sell nickel and cobalt sulphate intermediate products
while completing pCAM qualification processes provides cashflow security
during the critical project ramp-up phase. This strategy has also attracted several
new downstream players, with short term nickel sulphate off-take a desirable
contract to secure.
Blackstone is developing these relationships further and is working with its
advisors to ensure that the right partner is chosen, delivering the best outcomes
for shareholders.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
3. Community: During the year, Blackstone continued to engage community
stakeholders to ensure strong community support for the Ta Khoa Project. After
collaboration with the Vietnamese People’s Committee at both provincial and
district level, the Company welcomed the opportunity to relocate the Ta Khoa
Refinery to Bac Phong Commune, Phu Yen District.
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Figure 3: Ta Khoa Refinery 3D Model – Phu Yen District
Bac Phong Commune is located adjacent to the Da River and at a point that has all
year-round river access. Bac Phong is the preferred location for the Refinery as it:
• has a reduced community impact with the need for resettlement reduced by
approximately 70%,
• enabled use of the Da River for transportation during construction and
project operations. Using the Da River for transportation provides an alternate
transport route as well as significantly reducing the interaction with local
communities for logistics management,
•
•
improved access to the proposed residue storage locations,
is the governments preferred location.
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Figure 4: Ta Khoa Project Logistics Routes
4. Permitting: Permitting remained on the critical path and a priority for the Company’s
Vietnam team. In February 2023, Blackstone hit a major milestone with the submission of the
Ta Khoa Refinery dossier and commencement of the environmental and social and economic
baseline surveys for the project. Focus remains to complete the baseline surveys as well as to
progress the relevant mining and operational licenses for the Ta Khoa Project.
After the formation of a Permitting Steering Committee with members from Blackstone, key
government officials from the provincial People’s Committee and heads from Provincial level,
key milestones in the permitting process were achieved, including:
• Formal submission of a dossier seeking an investment policy from the Son La provincial
government for the Ta Khoa Refinery in February 2023. This is an important step in
advancing the licensing and permitting of the Ta Khoa Refinery.
• Blackstone hosted the Reserves Council at Ban Phuc Nickel Mine. The Reserves Council
inspected core samples, drill hole locations, the bulk sample drive in the underground
workings, the plant site and laboratory. The Reserves Council were satisfied that the data
captured within the reserve report was factual and valid.
• The Company executed an agreement with Centre of Industrial Environment to undertake
the environmental impact assessment for the Ta Khoa Project and executed an agreement
with Development Research and Consultancy Centre to undertake a social and economic
base line survey of the project. Works commenced in February 2023 with first draft reports
expected in Q1 FY 2024.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Pilot Programme Completion
During the year, Blackstone’s piloting programme at ALS laboratories in Western
Australia marked a critical milestone to validate and underpin the Company’s
ongoing DFS for the Ta Khoa Refinery. With the support of ALS, and engineering
partner Wood, a 12-month programme of work was undertaken that developed a
scaled version of Blackstone’s Ta Khoa Refinery, processing nickel concentrate to
battery grade nickel and cobalt sulphates, and successful processing of third-party
MHP and cobalt supply. Key piloting highlights were:
• Operations: >15,000 labour hours without injury;
• Feed: >7 tonnes (comprised of Ban Phuc and third-party tonnes from
Trafigura);
• POX piloting: >700 hours of operation;
• SX piloting: >1,100 hours of operation;
• MHP: >2.2 tonnes produced and leached;
• Product quality:
1. Nickel sulphate: achieved battery grade specification;
2. Cobalt sulphate: achieved battery grade specification;
3. Copper cathode: achieved >99.99% specification;
• Stakeholders: five visits from potential partners and other stakeholders;
Technical outcomes have met and / or exceeded assumptions within Blackstone’s
Pre-Feasibility Study (“PFS”). These data points will be incorporated into the DFS.
In support of partnership efforts, nickel and cobalt sulphates were provided to
potential partners.
Blackstone continued its piloting programme for Ta Khoa Nickel, including:
• Progression of bench test work programme;
• Progression of piloting activities from various feed blends from bulk sample
drive;
• Continued technical support from GR Engineering Solutions to assist in
developing the test work programme and oversee test work activities on site.
Results of this piloting programme have been released (refer to ASX announcement 29
August 2023).
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Securing pCAM Technology Supplier
Blackstone engaged Metso as the technology supplier for the pCAM plant in
the Ta Khoa Refinery DFS delivery team. Metso is currently designing the pCAM
plant with Wood, providing invaluable experience and engineering technical
support. Metso will also conduct independent pCAM test work to ‘validate’ the
nickel and cobalt sulphates generated during the ALS Pilot Programme (refer to ASX
announcement 20 December 2022) to be suitable for pCAM generation.
Figure 5: Metso pCAM solutions (Left: Metso OKTOP® reactors, Middle: Metso OKTOP® reactor field installation,
Top Right: Metso pCAM size distribution, Bottom Right: Metso pCAM Test Facility
Carbon Mineralisation
Blackstone engaged the University of British Columbia to complete a study
assessing the capability of the project to capture carbon via carbon mineralisation.
The study demonstrated waste and tailings material to be rich in carbon
absorbing minerals capable of capturing and storing up to 8.3g of CO2 per kg of
tailings. The findings from this study support Blackstone’s ambition to deliver a
net-zero emission project.
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BLACKSTONE MINERALS LIMITED Annual Report 2023
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
TA KHOA PROJECT PERMITTING UPDATE
The key items for Ta Khoa Nickel permitting process are:
• Mining Evaluation Report submitted to the National Reserves Council of
Vietnam
• Vietnamese Feasibility Study with Basic Design
• Social and Environmental Impact Assessment
• Environmental Reclamation and Rehabilitation Plan
• Engineering and Construction Permitting
• Mining License Application
Vietnam’s Ministry of Natural Resources and Environment (“MONRE”)
extended the Company’s mining license until December 2025. The Mining
License extension, approved by the Deputy Minister includes the Ban Phuc
Nickel MSV underground mine and associated infrastructure including the
450ktpa nickel concentrator and tailings storage facility. This important
permitting step demonstrates MONRE’s commitment to support the
development of Blackstone’s Project and recommencement of mining
operations in Son La Province.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
In addition, Blackstone commenced the process to convert the Ta Khoa exploration
license area consisting of 35km² which contains the Ban Phuc DSS Probable
Reserve (48.7Mt at 0.43% Ni, and 210kt of contained Ni) (Refer ASX Announcement 28
February 2022) to an open pit mining license covering 7.6 km².
In pursuit of the Ban Phuc open pit mining license, Blackstone lodged a Mining
Evaluation Report to the National Reserves Council of Vietnam for appraisal and
approval. The new resources and reserves defined by Blackstone over the past
three years of drilling at the project are included in the report which is the first step
towards new mining licenses over the King Snake, Ban Chang, Ban Khoa and the
Ban Phuc mining areas.
Once the Mining Evaluation Report is approved, the feasibility studies and
environmental impact assessments (“EIA”) will be submitted to MONRE for
additional mining licenses incorporating the new mining areas.
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
EXPLORATION
During the year, Blackstone provided an update on drilling at Ta Khoa Nickel.
Blackstone received assays for the most recent campaign of resource definition
drilling at the King Snake MSV deposit, confirming the continuity and extents of the
high-grade massive sulphide core and demonstrating the presence of an associated
ultramafic dyke with disseminated Ni-Cu-PGE sulphide mineralisation. The King
Snake deposit remains open down plunge to the west (refer Figure 6).
Highlights from resource definition drilling at King Snake include:
KS22-05
6.2m @ 0.73% Ni, 0.89% Cu, 0.02% Co & 3.32g/t PGE from 191.8m, including;
KS22-15
KS22-21
0.7m @ 1.11% Ni, 4.73% Cu, 0.05% Co & 18.2g/t PGE from 192.65m
2.35m @ 2.09% Ni, 0.9% Cu, 0.08% Co & 1.77g/t PGE from 313.65
6.3m @ 0.85% Ni, 0.41% Cu, 0.03% Co & 1.12g/t PGE from 70m, including;
0.8m @ 4.31% Ni, 1.11% Cu, 0.16% Co & 2.09g/t PGE from 74.65m
KS22-22
2.85m @ 0.95% Ni, 0.56% Cu, 0.04% Co & 2.1g/t PGE from 106.35m, including;
0.68m @ 3.48% Ni, 1.21% Cu, 0.14% Co & 8.31g/t PGE from 106.77m
KS22-27
9.35m @ 0.93% Ni, 0.46% Cu, 0.04% Co & 0.62g/t PGE from 65.6m, including;
1.95m @ 3.96% Ni, 1.23% Cu, 0.15% Co & 1.99g/t PGE from 73m
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Success from the first drill hole at Suoi Phang
SP22-01
2.95m @ 2.42% Ni, 0.52% Cu, 0.06% Co & 0.05g/t PGE from 37.05m
Figure 6: King Snake hole KS22-05
The King Snake Ni-Cu-Co-PGE sulphide deposit is located approximately 1km north of
the Ban Phuc disseminated nickel sulphide deposit and immediately south of the Ban
Khoa disseminated sulphide deposit (refer Figure 7). King Snake is a magmatic massive
sulphide and sulphide matrix breccia vein associated with an ultramafic dyke system
intruding calcareous sedimentary rocks and quartz-mica schists of the Ban Phuc horizon.
A halo of Ni-Cu-Co-PGE sulphide stringer veins are widely present in the sedimentary
wall rocks around the King Snake MSV and the associated ultramafic dykes, commonly
carry disseminated to net textured Ni-Cu-Co-PGE sulphides. The King Snake MSV and
ultramafic dyke system is closely comparable with the adjacent Ban Phuc MSV mined by
Ban Phuc Nickel Mines during the 2013 to 2016 period and processed at the Ban Phuc
concentrator which is being used by Blackstone to batch test material from the Ban Phuc
disseminated nickel sulphide deposit.
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DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Figure 7: King Snake Long Section
The current mineral resource for King Snake is 0.43 Mt at 1.3% Ni (2.4% NiEq)
and was based on information up to and including drill hole KS21-26 (Oct 2021).
The King Snake MSV plunges moderately (c. 30 degrees) to the west and remains
open down plunge c. >300m beneath surface. Blackstone’s exploration and
resource definition drill targeting of the King Snake MSV and ultramafic dyke
system has been greatly assisted by the use of surface fixed loop and down hole
Electro Magnetic (“EM”) survey work. Ground conditions have proved well suited
to the use of EM and the Company expects to take advantage of this technology
for future drill targeting.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Assays have also been received for exploration drilling at the Suoi Phang MSV
target located 12km west of the Ban Phuc nickel concentrator (refer Figure 8).
An ultramafic dyke with net-textured and massive Ni-Cu sulphide veining was
intersected in drill hole SP22-01 and returned 2.95m @ 2.42% Ni, 0.52% Cu,
0.06% Co & 0.05g/t PGE from 37.05m.
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L
O
R
A
T
I
O
N
Figure 8: Ta Khoa district geology map with Ni-Cu-Co-PGE sulphide deposits and targets
21
DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
OTHER PROJECTS
Gold Bridge Project, British Columbia, Canada
During the year, Blackstone announced the results of its exploration and drilling progress at the Gold
Bridge Project, formerly the Little Gem - BC Cobalt Project. The Gold Bridge Project is located 180 km
north of Vancouver in British Columbia, Canada.
Highlights during the year are as follows (Refer ASX Announcement 21 September 2022):
• Sample assaying and petrographic analysis carried out by Blackstone confirms presence of Nickel
sulphides at Western Gem Ni-Co Prospect;
• Geochemical sampling of dykes from Jewel Au-Cu-Ni-Co prospect completed with samples
submitted for analysis at the laboratory;
• Two Fixed-Loop ground supported geophysics surveys have been completed at Jewel Au-Cu-Ni-Co
Prospect. Geophysical modelling in progress;
• Reconnaissance prospecting and rock sampling of Conbra target zone completed. Samples have
been delivered to the assay laboratory.
Twilight Ni-Cu Project, Labrador, Canada
The Twilight Nickel-Copper Sulphide Project comprises a contiguous 217km² block of exploration claims
located in western Labrador approximately 80km northeast of Labrador City – Wabrush and 55km west
of Churchill Falls hydroelectricity power station and associated infrastructure. Blackstone has an option
agreement to acquire up to 100% project interest of the claims from prospector Big Land Exploration as
per the terms of the option agreement (Refer ASX Announcement 21 September 2022).
Highlights during the year are as follows (Refer ASX Announcement 21 September 2022):
• Assaying of rock chip samples collected in the June 2022 quarter field program have identified new
Nickel and Cooper sulphide targets;
• FLTEM surveys conducted during the period. Program targeting potential Ni-Cu-Co sulphides.
22
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
CORPORATE
Digbee™ ESG Assessment
Blackstone completed its second Digbee ESGTM assessment to support the development of the Ta Khoa
Project with the overall score for the assessment improving to BBB.
Figure 9: Blackstone’s Digbee ESGTM rating
The assessment emphasises that clear improvements at all levels of the Company have been made since the
inaugural submission in December 2021, showing that Blackstone holds sustainability as a core value within
the organisation.
Design changes such as the change in location for the Refinery for the Nickel Project show that sustainability is
included alongside financial and technical decision making.
Life Cycle Assessment
During the year, Blackstone announced that the results from an independent LCA, conducted by LCA
Practitioners Minviro (www.minviro.com), underpin Blackstone’s vision to develop an industry-leading, low CO2
emission nickel sulphide project to supply into the growing lithium-ion battery industry. The results support
ongoing partnership and funding efforts by validating the Ta Khoa Project design as the route with the lowest
life cycle CO2 emissions compared to emerging and existing NCM811 pCAM (nickel-cobalt-manganese in an
8-1-1 ratio) production routes.
23
DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Minviro were appointed by Blackstone to conduct an LCA on the production of NCM pCAM at the project.
The study which was conducted according to the requirements of ISO-14040:2006 and ISO-14044:2006,
used data from the PFS published for the downstream Ta Khoa Refinery (refer to ASX announcement 26 July 2021)
and upstream Ta Khoa Nickel (refer to ASX announcement 28 February 2022).
The Ta Khoa LCA study confirmed a result of 9.8 kg CO2 eq. per kg which is substantially lower than
existing production pathways in terms of Global Warning Potential, with known opportunities to reduce
even further to 6.3kg CO2 eq. per kg pCAM.
FY2022 Sustainability Report
Blackstone released its FY2022 Sustainability Report. The report supports the Company’s commitment
to transparency in the business and the development of an industry leading, low CO2 emission Green
Nickel™ sulphide project in Vietnam to supply into the growing Lithium-ion battery industry.
Highlights of the report included:
• Results of a LCA confirmed the Ta Khoa Project as the lowest Global Warming Potential (9.8 kg CO2 eq.
per kg NCM811) compared to existing producers of NCM811 precursor;
• Assessment of Greenhouse Gas Emissions for scope 1, 2, and 3 to advance the understanding of
Blackstone’s baseline emissions prior to project development, enabling the Company to address
climate related risks and identify reduction opportunities;
• A structured Remuneration Framework was established with an equity incentive plan to reward,
incentivise, attract, and retain high calibre people to the business; and
•
Introduction of a personal Health and Safety pre-start programme (Take-5) with the help of the
workforce.
24
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Government Relations
Blackstone was honoured to host a senior delegation visit from Vietnam’s Son La Province, that was
organised and funded by the Vietnamese Ministry of Foreign Affairs. The Company was pleased to
have Ms Thanh Ha Nguyen, the Consul General of Vietnam (Western Australia), and Mr Albert Purnomo,
previous Global Engagement Manager, Austrade also attended the visit.
The objective of the visit was to further strengthen the relationship between Blackstone’s management
team and the Son La Government and to introduce the delegation to Australia’s highest standard of
mining safety & environmental performance, as well as to give an update on progress that was made
with the piloting work and the DFS.
Figure 10: Son La Delegation Visit to Perth
25
DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
In May 2023, Blackstone met with the Son La Provincial Party Committee to reaffirm the Company’s
commitments regarding the Ta Khoa Project in the Province. Managing Director, Scott Williamson,
gave an update on progress regarding partners, funding and the status of the DFS. The update
was well received with the Vice Party Secretary, Lo Minh Hung confirming the Provinces’ ongoing
commitment and support for the project.
Figure 11: Son La Provincial Party Committee Meeting
The Company was invited to attend a roundtable on energy and resources at the Australian Embassy
in Hanoi. The event was hosted by Australia’s Ambassador to Vietnam, His Excellency Mr. Andrew
Goledzinowski and chaired by the Australian Prime Minister’s Special Envoy for Southeast Asia, Mr
Nicholas Moore.
Attendees included representatives of the World Bank, business leaders from both Australia
and Vietnam and representatives from the Department of Foreign Affairs and Trade. While the
event covered a broad range of topics, two main areas of focus were renewable energy and the
exploration and development of mineral resources.
26
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
7. REVIEW OF OPERATIONS (CONTINUED)
Vietnamese Mining Law Update
Blackstone was invited to participate in a series of workshops from the Ministry of Natural Resources and
Energy and the General Department of Minerals, Vietnam for the revision and rewriting of the Vietnamese
Mining and Minerals Law. The Ministry is collecting submissions and holding open forums to gather input
from across the mining sector.
The Ministry has also requested assistance from the Australian Government via the Department of Foreign
Affairs and Trade (“DFAT”) to provide guidance and support. The Australian Government was previously
involved in the drafting of the 1996 Mineral law of Vietnam. Blackstone has been working closely with DFAT
to highlight areas for improvement within the current mineral law. DFAT in conjunction with an independent
mining law consultant will provide guidance to the Vietnamese Government on increasing access to land
for exploration, improved taxation and royalty schemes and streamlining the permitting process.
The Vietnamese Government aims to update the Mining Law to align it with other successful mining
jurisdictions and to make Vietnam a more attractive destination for foreign direct investment in exploration,
mining and mineral processing.
Research and Development Rebate
During the year, Blackstone announced that it had received A$3.8m from the ATO as part of the research
and development (“R&D”) tax incentive programme, which were approved in recognition of technical
advancements made by Blackstone in the financial year ended 30 June 2022.
The R&D clam reflects the significant investment by Blackstone to develop the Ta Khoa Refinery
process. The ATO has recognised Blackstone’s unique strategy to convert nickel concentrate blends
into battery products in the form of pCAM. The majority of Blackstone’s investment was directed to
process development and piloting programmes. The company will aim lodge a further rebate for its R&D
expenditure for the year ending 30 June 2023.
Appointments
Blackstone strengthened its Board of Directors with the appointment of Dan Lougher, a qualified mining
engineer with over 40 years of experience in all aspects of resource and mining project exploration,
feasibility, development and operations and a significant corporate network in the financial and mining
community, as Non-Executive Director. Following this appointment, Mr Hoirim Jung resigned from his
position as Non-Executive Director with effect from 24 November 2022.
In addition the Board reviewed the structure of Committees with the following changes:
• Newly formed Technical Committee to oversee the Company’s project development, chaired by Dan
Lougher;
• Alison Gaines appointed as the Independent Nomination Committee Chair, in additional to Chair of the
Audit, Risk & ESG Committee and People, Remuneration and Culture Committee; and
• Dr Frank Bierlein joined the Audit, Risk, and ESG Committee, the People, Remuneration, Culture and
Diversity Committee and the Technical Committee.
27
DIRECTORS’ REPORT
8. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
• On 18 July 2023, the Company announced that it had received A$2.8m as an advance from R&D
lending fund backed by Asymmetric Innovation Finance and Fiftyone Capital, on the Company’s 2023
refundable tax offset for R&D expenditure.
• On 20 July 2023, the Company announced the completion of key Vietnamese studies and
commencement of early contractor engagement for the Ta Khoa Refinery Definitiv Feasibility Study.
• On 26 July 2023, the Company announced that it had entered into a three-way Memorandum of
Understanding with Vietnam Rare Earths JSC and ASX listed, Australia Strategic Materials to cooperate
on opportunities to develop a fully integrated rare earths mine to metals value chain in Vietnam.
Other than those stated above, no other matters or circumstances have arisen since 30 June 2023
that have significantly affected, or may significantly affect the Group’s operations, the results of those
operations, or the Group’s state of affairs in future financial years.
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.
28
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ 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 25 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
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
3,130,791
Other Directorships
Leeuwin Metals Limited (since 29 March 2023).
29
DIRECTORS’ REPORT
10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES (CONTINUED)
MS 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 to 27 July 2023)
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
Impact Minerals Limited (since 13 October 2021)
Variscan Mines Limited (since 21 October 2022)
PNX Metals Limited (since 18 June 2021 to 6 April 2023)
Firetail Resources Limited (since 10 November 2021 to 5 July 2023)
30
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES (CONTINUED)
MR DANIEL LOUGHER
Non-Executive Director – appointed 26 October 2022
Qualifications
Bachelor of Science (Honours) of Mining Geology, a Graduate Diploma in Engineering (Mining), Master
of Science (Engineering). First Class Mine Manager’s Certificate of Competency (WA) and fellow of the
Australia Institute of Mining and Metallurgy.
Experience
Mr Lougher is a qualified mining engineer with over 40 years of experience in all aspects of resource
and mining project exploration, feasibility, development and operations and has a significant corporate
network in the financial and mining community. Mr Lougher left his role, CEO and Managing Director of
Western Areas, following a merger with IGO Ltd. Prior to leading Western Areas, Mr Lougher Spent 18
years in Africa with BHP Billiton, Impala Plats, Anglo American and Genmin.
Interest in Securities at the date of this report
Fully Paid Ordinary Shares:
Nil.
Other Directorships
Perseus Mining Limited (since 18 June 2021)
St Barbara Limited (18 November 2022 to 30 June 2023)
American West Metals Limited (since 25 October 2022)
31
DIRECTORS’ REPORT
10. INFORMATION ON DIRECTORS AND COMPANY SECRETARIES (CONTINUED)
MR HOIRIM JUNG
Non-Executive Director – appointed 21 April 2020, resigned 24 November 2022
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 resignation
Fully Paid Ordinary Shares:
Nil.
Other Directorships
Nil.
Mr JAMIE BYRDE – BCOM, CA.
Company Secretary - appointed 15 March 2017
Mr Byrde is a Chartered Accountant with over 19 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.
32
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
11. PEOPLE, REMUNERATION, CULTURE AND DIVERSITY
COMMITTEE CHAIR LETTER
Dear Shareholder,
On behalf of the Board of Directors, I am pleased to present our Remuneration Report for the financial
year 2023 (FY2023), 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 FY2023 including the completion of the
12-month piloting programme in December 2022, being a critical milestone to validating and
underpinning the ongoing Definitive Feasibility Study at the Ta Khoa Project. Our business has not been
immune to the volatile financial markets, however we continue to be proud of the strong Blackstone
brand which enables the business to attract quality people from Directors to employees, all of which
would not have been possible without the ongoing dedication of all our people and management team.
Remuneration Outcomes
The Committee 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 FY23, a Performance Rights and Incentive Plan Framework was
implemented and the company issued 14,893,386 options, consisting of short-term, long-term and
retention options to KMP and employees under the Performance Rights and Option Plan. As per the FY
2022 plan, the KMP did not participate in the retention scheme for the FY 2023 plan. We continue to
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 FY2023 saw further strengthening of the Board Committee structures, with the
establishment of the Technical Committee, which joins the previously established Audit, Risk and ESG
Committee, People, Remuneration, Culture and Diversity Committee and Nomination Committee. We
believe the current Board Committee structure allows for appropriate Board Governance and oversight
for Blackstone.
The committees structures also saw the following updates during the year:
• Alison Gaines appointed as the Independent Nomination Committee Chair, in additional to Chair of
the Audit, Risk & ESG Committee and People, Remuneration and Culture Committee; and
• Frank Bierlein joined the Audit, Risk, and ESG Committee, the People, Remuneration, Culture and
Diversity Committee and the Technical Committee.
33
DIRECTORS’ REPORT
11. PEOPLE, REMUNERATION, CULTURE AND DIVERSITY
COMMITTEE CHAIR LETTER (CONTINUED)
Board Changes
On 26 October 2022, Blackstone strengthened its Board of Directors with the appointment of Dan
Lougher, a qualified mining engineer with over 40 years of experience in all aspects of resource and
mining project exploration, feasibility, development and operations and a significant corporate network
in the financial and mining community, as Non-Executive Director. Following this appointment, Mr Hoirim
Jung resigned from his position as Non-Executive Director with effect from 24 November 2022. It has been
a pleasure to have Dan on the board since October 2022 and continue to look forward to his contribution
of his expertise which he brings to the Board.
Our remuneration strategy supports Blackstone’s business strategy
The Board has continued to commit 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
Independent Chair of the Nomination Committee
Independent Chair of the Audit, Risk & ESG Committee
34
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED)
The Directors of Blackstone Minerals Limited are pleased to present your Company’s 2023 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
C. FY2023 Snapshot and Company Performance
D. FY2023 Executive Remuneration Policy and Framework
E. Non-Executive Director Remuneration
F. Voting and comments made up at the company’s 2022 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
Non-Executive Chairman
Mr H Jung
Ms A Gaines
Dr F Bierlein
Non-Executive Director (Resigned 24 November 2022)
Non-Executive Director
Non-Executive Director
Mr Dan Lougher
Non-Executive Director (Appointed 26 October 2022)
Executive Directors
Mr S Williamson
Managing Director
Other key management personnel
Mr J Byrde
Company Secretary
Mr M Thomas
CFO (Appointed 11 July 2022, Resigned 3 March 2023)
Mr A Strickland
Executive
All of the key management personnel held their positions during the year ended 30 June 2023
and up to the date of this report unless otherwise disclosed.
35
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 2022 comprised of the following and chaired by an
independent NED as follows:
Alison Gaines
Frank Bierlein
Independent Non-Executive Committee Chair
Independent Non-Executive Committee Member
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.
36
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ 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 skills 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 to 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.
b.
c.
d.
e.
f.
g.
reviewing and approving the executive remuneration policy to enable the Company to attract and retain executives and
Directors who will create value for shareholders;
ensuring that the executive remuneration policy demonstrates a clear relationship between key director performance
and remuneration;
recommending to the Board the remuneration of executive and non-executive Directors;
fairly and responsibly rewarding executives having regard to the performance of the Group, the performance of the
executives and the prevailing remuneration expectations to the market;
reviewing the Company’s recruitment, retention and termination policies and procedures for senior management;
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:
1.
2.
3.
4.
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
37
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
C. FY2023 Snapshot and Company Performance
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 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 FY2023 is summarised below:
30 June 2018
30 June 2019
30 June 2020
30 June 2021
30 June 2022
30 June 2023
(8,438,991)
(4,182,260)
(12,429,0731)
(15,880,279)
(31,938,577)
(32,152,210)
(8,438,991)
(4,182,260)
(12,429,073)
(17,179,625)
(35,542,567)
(34,483,662)
Profit or Loss
attributable
to owners of
Blackstone
Group Profit or
(Loss)
Share Price ($)
$0.175
$0.083
$0.185
$0.355
$0.180
$0.120
Market
Capitalisation
$16,835,834
$23,347,156
$46,577,231
$117,800,427
$84,860,562
$56,842,669
*
comparative information has not been adjusted for the effects of adopting AASB 16 in 2020 and AASB 9 and 15 in 2019.
FY2023 Remuneration Outcomes
During the year, the company issued 14,893,386 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 5,647,533 short-
term incentive ZEPOs and 5,697,568 long-term incentive ZEPOs issued to KMP. KMP did not
participate in the retention tranche. 1,937,337 ZEPOs issued to Mitch Thomas included in this
total were cancelled upon his resignation during the year.
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 25 November 2022. The
grant date for all options issued to KMP below was 14 October 2022.
38
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
C. FY2023 Snapshot and Company Performance (continued)
The terms of these options issued to KMP were as follows:
Short Term Incentives
Tranche
Vesting Conditions
STI
Tranche 1
STI
Tranche 2
STI
Tranche 3
• Zero fatalities
at the Ta Khoa
Project
• Lost time injury
frequency rate <
2 per annum.
• Zero material
reportable
environmental,
community
or landholder
incidents
• Executed
binding
agreements to
deliver project
(or part thereof);
and
• Relevant market
announcement
of binding
partnership.
• Agreement
to fund Ta
Khoa Refinery
Project (TKR)
(Downstream)
(or proportional
part thereof).
Proportional award
available
• Successful
completion of
TKR Definitive
Feasibility Study
report delivered
by end of FY
2023, on budget
and approved by
Board; and
• Relevant market
of successful
completion of
above activities.
Proportional award
available
Vesting
date/First
Exercise
Date
Exercise
Price
Expiry
Date
Number
of Options
Issued to KMP
FY 2023
Fair Value per
Option
Total Fair
Value
Share-based
payment for
KMP in Rem
Report
FY 2023
Mr Williamson
135,065
Mr Williamson
$0.16
Mr Williamson
$21,610
Mr Williamson
$21,610
30 Jun 23
$0.00
21 Oct 27
Mr Byrde
53,576
Mr Byrde
$0.185
Mr Byrde
$9,912
Mr Byrde
$9,912
Mr Strickland
104,368
Mr Strickland
$0.185
Mr Strickland
$19,308
Mr Strickland
$19,308
Mr Williamson
270,130
Mr Williamson
$0.16
Mr Williamson
$43,221
Mr Williamson
$- *
30 Jun 23
$0.00
21 Oct 27
Mr Byrde
107,152
Mr Byrde
$0.185
Mr Byrde
$19,823
Mr Byrde
$- *
Mr Strickland
208,736
Mr Strickland
$0.185
Mr Strickland
$38,616
Mr Strickland
$- *
Mr Williamson
270,130
Mr Williamson
$0.16
Mr Williamson
$43,221
Mr Williamson
$- ***
30 Jun 23
$0.00
21 Oct 27
Mr Byrde
107,152
Mr Byrde
$0.185
Mr Byrde
$19,823
Mr Byrde
$14,867 ***
Mr Strickland
208,736
Mr Strickland
$0.185
Mr Strickland
$38,616
Mr Strickland
$28,962 ***
Total STI ZEPOs issued to KMP*
1,465,045
$254,150
$94,479
*
The vesting conditions of STI Tranche 2 had not been met as at the 30 June 2023 measurement date, and therefore the
options were cancelled following 30 June 2023. The accumulated value attributed to those options was reversed out
through share-based payments expense recorded during the period.
** 645,780 STI Options Issued to Mitch Thomas were cancelled upon his resignation during the year and have been excluded
from the table.
*** The Board used its discretion to award 75% of STI Tranche 3 to employees only and did not apply to directors, based on
the conditions assessed at 30 June 2023. The remaining 25% awarded were cancelled following 30 June 2023 and the
accumulated value attributed to those options was reversed out through share-based payments expense recorded during
the period.
39
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
C. FY2023 Snapshot and Company Performance (continued)
Long Term Incentives
Tranche
Vesting Conditions
If resource <30 %
growth on reported
resources then
0% vesting of
incentives.
If resource >31%
and <50% then a
50% proportional
vesting of
incentives.
If resource >50%
then 100% vesting
of incentives.
Proportional award
available
Achieve a JORC
compliant resource
includes inferred,
measured or
indicated Nickel or
metal equivalents
reported in
accordance with
clause 50 of JORC
code
Proportional vesting
will occur based
on the Absolute
Total Shareholder
Return (“ATSR”)
from 1 July 2022
to 30 June 2025
(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 2022 and
30 June 2025 of
the selected peer
group *
LTI
Tranche 1
LTI
Tranche 2
LTI
Tranche 3
Vesting
date/First
Exercise
Date
Exercise
Price
Expiry
Date
Number
of Options
Issued to KMP
FY 2023
Fair Value per
Option
Total Fair
Value
Share-based
payment for
KMP in Rem
Report
FY 2023
Mr Williamson
675,325
Mr Williamson
$0.16
Mr Williamson
$108,052
Mr Williamson
$24,733
30 Jun 25
$0.00
21 Oct 27
Mr Byrde
83,712
Mr Byrde
$0.185
Mr Byrde
$15,487
Mr Byrde
$4,052
Mr Strickland
326,152
Mr Strickland
$0.185
Mr Strickland
$60,338
Mr Strickland
$15,785
Mr Williamson
337,662
Mr Williamson
$0.0962
Mr Williamson
$32,483
Mr Williamson
$7,435
30 Jun 25
$0.00
21 Oct 27
Mr Byrde
41,856
Mr Byrde
$0.1189
Mr Byrde
$4,977
Mr Byrde
$1,302
Mr Strickland
163,076
Mr Strickland
$0.1189
Mr Strickland
$19,390
Mr Strickland
$5,073
Mr Williamson
337,662
Mr Williamson
$0.0962
Mr Williamson
$32,483
Mr Williamson
$7,435
30 Jun 23
$0.00
3 Dec 26
Mr Byrde
41,856
Mr Byrde
$0.1189
Mr Byrde
$4,977
Mr Byrde
$1,302
Mr Strickland
163,076
Mr Strickland
$0.1189
Mr Strickland
$19,390
Mr Strickland
$5,073
Total LTI ZEPOs issued to KMP
2,170,377
$297,577
$72,190
*
Peer group selected for LTI Tranche 3: Ardea Resources Limited, Duketon Mining Limited, Azure Mining Limited,
Cobalt Blue Holdings Limited, Sunrise Energy Metals Limited, Cannon Resources Limited, Nickel Search Limited,
Widgie Nickel Limited, Poseidon Nickel Limited, Australia Mines Limited, Centaurus Metals Limited, Queensland
Pacific Metals Limited, GME Resources Limited and Lunnon Metals Limited.
** 807,224 LTI Options Issued to Mitch Thomas were cancelled upon his resignation during the year and have been
excluded from the table.
40
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
C. FY2023 Snapshot and Company Performance (continued)
The Managing Director, Scott Williamson received 675,325 Short Term Incentive zero exercise
price options (consisting of 135,065 Tranche 1, 270,130 Tranche 2 and 270,130 Tranche
3 options) and 1,350,649 Long Term Incentive options (consisting of 675,325 Tranche 1,
337,662 Tranche 2 and 337,662 Tranche 3) under the above terms during the year. As at 30
June 2023, it was assessed that Tranche 1 of the STI options had vested.
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 FY 2022
• 70,821 service rights in lieu of $25,000 annual committee fees for FY 2023
• 70,821 service rights in lieu of $25,000 annual committee fees for FY 2024
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
June 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 FY2023 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.
41
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
D. FY2023 Executive Remuneration Policy and Framework
The Board reviewed and updated the remuneration framework for FY2023. 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).
MD
KMP
80%
50%
40%
40%
TFR
STI
LTI
TFR
STI
LTI
FY2022 Incentive award features
Short-Term Incentive (STI)
Long-Term Incentive (LTI)
• Annual Grant
• 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
42
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
D. FY2023 Executive Remuneration Policy and Framework (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. FY 2023 included grants of STI and LTI awards to executives.
The Board of Blackstone believes the remuneration framework in place for FY2023 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.
43
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
D. FY2023 Executive Remuneration Policy and Framework (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.
There were no increases in TFR in FY2023, unless relating to change in roles and increases in
statutory superannuation rates.
Incumbent
Position
FY2022 TFR A
FY2023 TFR B
% Change in TFR from
FY2022 to FY2023
S Williamson
Managing Director
$390,000
$390,000
J Byrde
Chief Financial Officer
–
$124,600 C
Company Secretary
$154,700
$155,400 C
A Strickland
Executive
$300,000 D
$301,363
0%
100% C
0.45%
0.45%
A
B
Includes superannuation of 10%, which was effective from 1 July 2021 (previously 9.5%).
Includes superannuation of 10.5%, which was effective from 1 July 2022 (previously 10%).
C Following the resignation of Mr Thomas on 3 March 2023, Mr Byrde was temporarily-appointed as Chief Financial
Officer and Company Secretary, and his remuneration was increased to $280,000 including superannuation.
D 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).
44
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
D. FY2023 Executive Remuneration Policy and Framework (continued)
During the year, there were STI and LTI awards granted to Executives on the terms noted under
section 12 (D) 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 FY2023
At the Board’s discretion or within six months of commencement of a new employee.
In FY2023, 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?
1,465,045 STI ZEPOs and 2,170,377 LTI ZEPOs issued to KMP with an exercise price of
$0.00, expiring on 27 October 2025.
STI Tranche 1
• Zero fatalities at the Ta Khoa Project.
• Lost time injury frequency rate< 2 per annum.
• Zero material reportable environmental, community or landholder incidents.
STI Tranche 2
• Executed binding agreements to deliver project (or part thereof); and
• Relevant market announcement of binding partnership.
• Agreement to fund Ta Khoa Refinery Project (TKR) (Downstream) (or proportional part
thereof).
Proportional award available
STI Tranche 3
What are the performance
conditions?
FY 2023, on budget and approved by Board; and
• Relevant market of successful completion of above activities.
• Successful completion of TKR Definitive Feasibility Study report delivered by end of
Proportional award available
LTI Tranche 1
If resource <30 % growth on reported resources then 0% vesting of incentives.
If resource >31% and <50% then a 50% proportional vesting of incentives.
If resource >50% then 100% vesting of incentives.
Proportional award available
LTI Tranche 2
Proportional vesting will occur based on the Absolute Total Shareholder Return (“ATSR”)
from 1 July 2022 to 30 June 2025 (the “Measurement Period”)
LTI Tranche 3
Proportional vesting will occur where the Relative Total Shareholder Return (“RTSR”)
exceeds the median TSR over the Measurement Period from 1 July 2022 and 30 June
2025 of the selected peer group.
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 2023
LTI – from issue date to the end of the measurement period
45
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
D. FY2023 Executive Remuneration Policy and Framework (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
Managing Director
Unlimited
3 months Up to 3 months fully paid
J Byrde
Blackstone Minerals Limited
Company Secretary
Unlimited
3 months Up to 3 months fully paid
A Strickland
Blackstone Minerals Limited
Executive
Unlimited
3 months Up to 3 months fully paid
Chief Financial Officer
6 months
1 months
Statutory
Codrus Minerals Limited
Executive KMP Company
Position
Contract
duration
Notice
Period
Termination payments
in lieu of notice
J Byrde
Blackstone Minerals Limited
Company Secretary
Unlimited
3 months Up to 3 months fully paid
46
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ 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.
Board fees for FY2023 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
Technical Committee
Chair
Member
Chair
Member
Chair
Member
Chair
Member
FY22
FY23
$140,000
$150,000
$77,000
$77,000
$15,000
$15,000
–
$7,500
$12,000
$15,000
$6,000
–
$8,000
–
–
–
–
$7,500
$15,000
$7,500
F. Voting and comments made up at the company’s 2022 Annual General Meeting
The Remuneration Report for the financial year ended 30 June 2022 received positive shareholder
support at the 2022 AGM with a vote of 99.12% in favour (2021: 99.91%).
47
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
G. Details of Remuneration
Details of the remuneration of the Directors and key management personnel of the group
of Blackstone Minerals Limited are set out in the following table for the year ending 30 June
2023. There have been no changes to the below named key management personnel since
the end of the reporting year unless otherwise noted.
Short-Term
Cash Salary &
Fees
Incentives
Consulting
Fees
Leave
Entitlements
Other
Amounts D
Super-
annuation
Share Based
Payments –
Options & Service
Rights E
($)
($)
($)
($)
($)
($)
($)
Total
($)
2023
Blackstone Minerals Limited
Non-Executive Directors
Mr H Halliday
77,000
Mr H Jung A
Ms A Gaines
Dr F Bierlein
Mr D Lougher B
Executive Directors
–
80,000
82,844
58,882
Mr S Williamson
362,500
Other Key Management Personnel
Mr M Thomas C
Mr J Byrde G
Mr A Strickland
Total Group
Remuneration
231,344
266,362
272,727
1,431,659
–
–
–
–
–
–
–
–
–
–
73,000
–
–
–
–
–
–
–
–
–
–
–
–
–
3,750
3,750
3,750
3,750
3,750
–
–
8,400
8,699
6,183
–
–
153,750
3,750
33,668
125,818
–
–
95,293
68,815
55,208
3,750
27,477
126,151
575,086
–
(14,099) F
3,750
9,034
26,842
–
23,171
27,968
28,636
–
61,567
98,575
258,265
350,832
426,780
73,000
67,951
35,284
130,534
319,961
2,058,389
A Mr Jung resigned from Blackstone Minerals Limited on 25 November 2022. Mr Hung’s remuneration within the
Group is disclosed up to this date as he was no longer a KMP of Blackstone following this date.
B Mr Lougher was appointed on 26 October 2022.
C Mr Thomas appointed as CFO on 11 July 2022 and resigned from Blackstone Minerals Limited on 3 March 2023.
Mr Thomas’s remuneration within the Group is disclosed up to this date as he was no longer a KMP of Blackstone
following this date. All STI and LTI ZEPOs issued to Mr Thomas during the year were forfeited and cancelled
following his resignation.
D Represents allocation of value of Director and Officer insurance applied within the Group.
E
F
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 28 for further details of options issued during the June 2023 financial year.
Following the appointment of Mr Thomas as CFO on 11 July 2022, Mr Byrde’s role changed to Company Secretary
only, and a portion of his leave was paid out prior to the role change. Mr Byrde was re-appointed as CFO and
Company Secretary on 3 March 2023.
G 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 J Byrde
60,000
–
–
–
5,284
6,300
–
71,584
48
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
G. Details of Remuneration (continued)
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, F
Mr H Jung
Ms A Gaines
Dr F Bierlein B
Executive Directors
67,203
34,424
65,000
80,000
42,808
Mr S Williamson
360,939
Other Key Management Personnel
Mr J Byrde F
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
4,286
4,286
–
8,000
4,281
–
–
–
73,944 E
–
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
318,298
16,629
–
27,133
217,524
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
6,605
6,000
–
–
23,529
72,605
49
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:
Options and
Service Rights
Granted
as Part of
Remuneration F
Total
Remuneration
Represented
by Options and
Service Rights
Vested and
Exercised
Other
changes
Lapsed/
Forfeited
%
No.
No.
No.
Total Fair Value
on Grant Date
of Options and
Service Rights
Granted in FY
2023
$
Granted
No.
2023
Directors of Blackstone Minerals Limited
Non-Executive Directors
Mr H Halliday
Mr H Jung A
Ms A Gaines
Dr F Bierlein
Mr D Lougher B
Executive Director
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
33,668 G
26.8%
–
–
–
–
–
–
–
–
–
–
–
300,000 H
500,000 I
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
220,963 J
1,937,337
83,853 J
169,972 J
–
Mr S Williamson
2,025,974
281,070
126,151 D
21.9%
Other Key Management Personnel
Mr M Thomas C
1,937,337
–
Mr J Byrde
602,728
105,971
Mr A Strickland
1,174,144
195,658
–
61,567 D
98,575 D
–
17.5%
23.1%
Share based payments and Bonuses as Board members of Codrus Minerals Limited E
Mr J Byrde
–
–
–
–
–
50
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
A Mr Jung resigned from Blackstone Minerals Limited on 25 November 2022. Mr Hung’s remuneration
within the Group is disclosed up to this date as he was no longer a KMP of Blackstone following this date.
B Mr Lougher was appointed on 26 October 2022.
C Mr Thomas appointed as CFO on 11 July 2022 and resigned from Blackstone Minerals Limited on 3
March 2023. Mr Thomas’s remuneration within the Group is disclosed up to this date as he was no longer
a KMP of Blackstone following this date. All of the STI and LTI ZEPOs issued to Mr Thomas during the year
were forfeited and cancelled following his resignation.
D
Includes remuneration represented by options granted in prior year where fair value amounts have
amortised into the current period.
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. Refer to Note
28 for further details of options issued during the June 2023 financial year.
G 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 of these rights recognised in the current year.
H The intrinsic fair value of the 300,000 options exercised by Mr Byrde on 12 August 2022 was $83,700 net
of costs to exercise.
I
J
The intrinsic fair value of the 500,000 options exercised by Mr Strickland on 12 August 2022 on 12 August
2022 was $139,500 net of costs to exercise.
The Board assessed that the vesting conditions of STI Tranche 2 issued during the year had not been
met at the 30 June 2023 measurement date. STI Tranche 3 was awarded 75% at Board’s direction to
employees. Therefore Tranche 2 and 25% of Tranche 3 were forfeited and cancelled after 30 June 2023.
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.
51
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
I. Equity instruments held by key management personnel (continued)
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
2023
Directors of Blackstone Minerals Limited
Non-Executive Directors
Mr H Halliday
Mr H Jung A
Ms A Gaines
Dr F Bierlein
Mr D Lougher B
Executive Director
–
–
212,465
–
–
–
–
–
–
–
Mr S Williamson
1,325,780
2,025,974
Other Key Management Personnel
Mr M Thomas C
–
1,937,337
–
–
–
–
–
–
–
–
–
–
–
–
(220,963) I
(1,937,337)
Mr J Byrde
677,335
602,728
(300,000)
(83,853) I
Mr A Strickland
1,764,874
1,174,144
(500,000)
(169,972) I
–
–
–
–
–
–
–
–
–
–
–
–
–
212,465
141,644 E
–
–
–
–
3,130,791
356,027 F
–
–
896,210
137,428 G
2,269,046
274,340 H
Equity instruments held by key management personnel as Board members of Codrus Minerals Limited D
Mr J Byrde
2,000,000
–
–
100,000 J
–
2,100,000
2,100,000
A Mr Jung resigned from Blackstone Minerals Limited on 25 November 2022. Mr Hung’s remuneration within the Group is
disclosed up to this date as he was no longer a KMP of Blackstone following this date.
B Mr Lougher was appointed on 26 October 2022.
C Mr Thomas appointed as CFO on 11 July 2022 and resigned from Blackstone Minerals Limited on 3 March 2023. Mr
Thomas’s remuneration within the Group is disclosed up to this date as he was no longer a KMP of Blackstone following
this date. All of the STI and LTI ZEPOs issued to Mr Thomas during the year were forfeited and cancelled following his
resignation.
D 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).
E Balance represents Class A service rights which vested on 30 June 2022 and Class B service rights which vested on 30
June 2023.
F Balance represents FY2022 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, and FY2023 STI Tranche 1 which vested on 30 June 2023 consisting of 135,065 ZEPOs.
G Balance represents FY2022 STI Tranches 1 & 3 consisting of 41,926 ZEPOs for STI Tranche 1 and 41,926 for STI Tranche 3,
and FY2023 STI Tranche 1 which vested on 30 June 2023 consisting of 53,576 ZEPOs.
H Balance represents FY2022 STI Tranches 1 & 3 consisting of 84,986 ZEPOs for STI Tranche 1 and 84,986 for STI Tranche 3,
and FY2023 STI Tranche 1 which vested on 30 June 2023 consisting of 104,368 ZEPOs.
I
Balance represents FY2022 STI Tranche 2 which did not vest at the 30 June 2022 measurement period, and were
cancelled 12 August 2022.
J
Participation in CDR Loyalty Option Entitlement Offer.
52
BLACKSTONE MINERALS LIMITED Annual Report 2023 53
DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
I. Equity instruments held by key management personnel (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 2023
Directors of Blackstone Minerals Limited
Non-Executive Directors
Mr H Halliday
Mr S Williamson
Mr H Jung A
Ms A Gaines
Dr F Bierlein
Mr D Lougher B
11,481,383
8,200,000
–
–
–
–
Other Key management personnel
Mr M Thomas C
Mr J Byrde
Mr A Strickland
–
300,000
–
–
–
–
–
–
–
–
300,000
500,000
–
–
–
–
–
–
–
–
(39,511)
–
–
–
–
–
–
–
–
–
11,481,383
8,200,000
–
–
–
–
-
600,000
460,489
Equity instruments held by key management personnel as Board members of Codrus Minerals Limited D
Mr J Byrde
200,000
–
–
–
200,000
A Mr Jung resigned from Blackstone Minerals Limited on 25 November 2022. Mr Hung’s remuneration
within the Group is disclosed up to this date as he was no longer a KMP of Blackstone following this date.
B Mr Lougher was appointed on 26 October 2022.
C Mr Thomas appointed as CFO on 11 July 2022 and resigned from Blackstone Minerals Limited on 3
March 2023. Mr Thomas’s remuneration within the Group is disclosed up to this date as he was no longer
a KMP of Blackstone following this date.
D 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).
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.
54
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
12. REMUNERATION REPORT (AUDITED) (CONTINUED)
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 Radonjic
resigned as Non-Executive Director of Blackstone Minerals Limited on 12 November 2021.
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. Following this date, Venture Minerals Limited was no longer
considered a related party.
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
(ii)
Shared office costs and other supplier services on arms’ length terms:
Payments to Venture Minerals Limited
(iii)
Balances outstanding to entities with joint KMP
Venture Minerals Limited
2023
$
2022
$
–
–
–
170,167
10,908
–
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 $Nil for the work performed and recommendations provided in FY 2023
(2022: 7,250).
End of remuneration report
55
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
21 Aug 2020/11 Nov 2020
20 August 2025
21 Feb 2020/16 Oct 2020
20 February 2025
3 Dec 2021
3 Dec 2021
3 Dec 2021
23 Dec 2021
8 Jul 2022
3 December 2026
3 December 2026
3 December 2026
3 December 2026
7 July 2025
21 Oct 2022/2 Dec 2022
27 October 2027
21 Oct 2022/2 Dec 2022
27 October 2027
21 Oct 2022/2 Dec 2022
27 October 2027
$0.001
$0.001
$0.001
$0.000
$0.000
$0.000
$0.280
$0.000
$0.000
$0.000
1,150,000
600,000
572,094
2,441,005
273,937
212,465
6,000,000
5,001,753
4,890,344
3,063,951
24,205,549
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 (2022: $30,000) 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.
56
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ 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 2023
Director
Mr H Halliday
Mr S Williamson
Mr H Jung A
Ms A Gaines
Dr F Bierlein
Mr D Lougher B
Full meetings of
Directors
People,
Remuneration,
Culture and Diversity
Committee
Audit, Risk and ESG
Committee
Nomination
Committee
Technical 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
Number of
Meetings
Eligible
Meetings
Attended
9
9
2
9
9
7
9
9
–
9
9
7
1
2
–
3
3
–
1
2
–
3
3
–
2
–
–
2
2
1
2
–
–
2
2
1
1
1
–
1
–
–
1
1
–
1
–
–
3
1
–
–
3
3
3
1
–
–
3
3
A Mr Jung resigned from Blackstone Minerals Limited on 24 November 2022.
B Mr Lougher was appointed on 26 October 2022.
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 2023.
57
DIRECTORS’ REPORT
18. AUDITOR’S INDEPENDENCE DECLARATION & NON-ASSURANCE SERVICES
The lead auditor’s independence declaration for the year ended 30 June 2023 has been received
and can be found on page 63 of the Directors’ report.
The Company engaged Ernst & Young Australia to assist with preparation and lodgement of FY 2022
R&D Tax at a fee of $114,167 (2022: $68,138 for FY2021 lodgement). 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, 29 September 2023
58
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
Competent Persons Statement
Reporting of Exploration Results
No new Exploration Results are contained in this report. Information in this report that refers to Exploration
Results is based on information previously disclosed. The Information in this report that relates to previous
exploration results is extracted from previous ASX announcements, published on 21 November 2022 “Ta
Khoa Drilling Update” and 21 September 2022 “Nickel Sulfides confirmed at Gold bridge and Twilight
Projects, Canada”.
Estimation and Reporting of Mineral Resources – Ta Khoa Nickel Project
No new Mineral Resource information is contained in this report. Information in this report which refers
to Mineral Resources for the Ban Phuc, Ban Khoa, Ban Chang and King Snake Prospects is taken from the
company’s initial ASX disclosure dated 23 December 2021 - Ta Khoa Mineral Resource Update, found at
www.blackstoneminerals.com.au.
Reporting of Ore Reserves
No new Ore Reserve information is contained in this report. Information in this report which refers to Ore
Reserves for the Ban Phuc Disseminated Prospect is taken from the company’s initial ASX disclosure dated 28
February 2022 – “Blackstone Completes PFS at Ta Khoa Nickel Project” - found at
www.blackstoneminerals.com.au.
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.
59
DIRECTORS’ REPORT
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Table 1 – Blackstone Minerals - Mineral Resource Statement (June 30, 2022)
60
BLACKSTONE MINERALS LIMITED Annual Report 2023
DIRECTORS’ REPORT
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.
61
DIRECTORS’ REPORT
Classification
Tonnes (kt)
Ni (%)
Cu (ppm)
Co (ppm)
Proven
Probable
Total
–
48,747
48,747
–
0.43
0.43
–
379
379
–
110
110
Table 2 – 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.
62
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTORS’ REPORT
AUDITOR’S INDEPENDENCE DECLARATION
Under Section 307C of the Corporations Act 2001 to the Directors of Blackstone Minerals Limited
63
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 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 2023, I declare to the best of my knowledge and belief, there have been: a.No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b.No contraventions of any applicable code of professional conduct in relation to the audit; and c.No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of Blackstone Minerals Limited and the entities it controlled during the financial year. Ernst & Young Russell Curtin Partner 29 September 2023 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 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 2023, I declare to the best of my knowledge and belief, there have been: a.No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; b.No contraventions of any applicable code of professional conduct in relation to the audit; and c.No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit. This declaration is in respect of Blackstone Minerals Limited and the entities it controlled during the financial year. Ernst & Young Russell Curtin Partner 29 September 2023 64
BLACKSTONE MINERALS LIMITED Annual Report 2023 FINANCIAL STATEMENTS
65
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
67
68
69
70
71
117
118
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 8 to 27 in the Directors’
report, which is not part of these financial statements.
The financial statements were authorised for issue by the Directors on 29 September
2023. 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
66
BLACKSTONE MINERALS LIMITED Annual Report 2023 CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
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
Fair value movements of share investments in listed entities
Write-off of intangible asset – software
(Loss) before income tax
Income tax (expense)/benefit
(Loss) for the year
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
Total comprehensive (loss)
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
Notes
3(a)
3(b)
4(a)
28
4(b)
4(c),9
4(c),11
4(d) 11
4(d)
12
Consolidated
30 June 2023
$
383,563
3,832,537
30 June 2022
$
35,900
1,305,251
(3,953,673)
(1,199,232)
(4,244,248)
(1,492,773)
(249,329)
(368,461)
(128,898)
(21,266,195)
(727,043)
(283,888)
–
(17,839)
(29,785)
(4,651,189)
(87,209)
(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
–
(34,483,662)
–
(35,542,567)
–
6
(34,483,662)
(35,542,567)
(160,399)
(258,096)
(160,399)
–
(258,096)
–
(34,644,061)
(35,800,663)
(2,331,452)
(32,152,210)
(3,603,991)
(31,938,576)
(34,483,662)
(35,542,567)
(2,450,189)
(32,193,872)
(3,774,659)
(32,026,004)
(34,644,061)
(35,800,663)
Earnings per share for loss attributable to the owners
Basic and Diluted (loss) per share (cents per share)
22
(6.8)
(7.8)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
67
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Current Assets
Cash and cash equivalents
Receivables and other financial assets
Total Current Assets
Non-Current Assets
Other financial assets
Property, plant and equipment
Intangible Assets
Exploration and evaluation expenditure
Right-of-Use assets
Investment 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
Consolidated
Notes
30 June 2023
$
30 June 2022
$
7
8
8
9
10
11
12
13
14
15
14
15
16
18
19
12,382,285
40,752,510
2,508,403
2,184,905
14,890,688
42,937,415
816,587
857,792
4,645,538
5,211,413
–
87,158
7,548,095
7,473,136
415,623
684,468
8,402,715
12,878,310
21,828,558
27,192,277
36,719,246
70,129,692
4,643,445
4,227,397
726,512
303,084
842,128
275,981
5,673,041
5,345,506
521,386
133,834
–
462,529
423,251
385,703
655,220
1,271,483
6,328,261
6,616,989
30,390,985
63,512,703
127,366,410
127,365,110
9,960,254
8,945,309
(105,811,272)
(73,659,062)
31,515,392
(1,124,407)
62,651,357
861,346
30,390,985
63,512,703
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
68
BLACKSTONE MINERALS LIMITED Annual Report 2023 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Contributed
Equity
Accumulated
Losses
Foreign
Currency
Reserve
Option
Reserve
Equity
Reserve
Attributable
to Parent
Entity
Non-
controlling
interest
Total
$
$
$
$
$
$
$
$
Balance at 1 July 2021
61,360,348
(41,720,486)
766,990
3,252,277
3,160,267
26,819,396
3,889,448
30,708,844
Total comprehensive
income for the period:
Loss for the year
Foreign Exchange
Differences
–
–
–
(31,938,576)
–
–
(87,428)
(31,938,576)
(87,428)
Transactions with owners in
their capacity as owners:
Contributions of equity (net
of transaction costs)
66,004,762
Equity settled share based
payment transactions
Adjustment to transaction
costs in controlled entity
–
–
–
–
–
–
–
–
–
–
–
–
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
–
66,004,762
1,843,190
735,115
2,578,305
–
10,013
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
Balance at 1 July 2022
127,365,110
(73,659,062)
679,562
5,095,467
3,170,280
62,651,357
861,346
63,512,703
Total comprehensive
income for the period:
Loss for the period
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
–
–
–
1,300
–
–
(32,152,210)
–
–
(41,662)
(32,152,210)
(41,662)
–
–
–
–
–
–
–
–
–
–
1,044,114
–
–
–
–
–
(32,152,210)
(2,331,452)
(34,483,662)
(41,662)
(118,737)
(160,399)
(32,193,872)
(2,450,189)
(34,644,061)
1,300
-
1,300
1,044,114
448,659
1,492,773
–
12,493
12,493
15,777
28,270
Balance at 30 June 2023
127,366,410
(105,811,272)
637,900
6,139,581
3,182,773
31,515,392
(1,124,407) 30,390,985
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
69
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Other income
Payments of historical income tax liabilities
Payments for exploration and evaluation expenditure
Corporate restructuring costs
Consolidated
Notes
30 June 2023
$
30 June 2022
$
(6,384,555)
377,869
3,832,528
–
(25,417,727)
(315,895)
(6,648,800)
35,945
946,657
(1,705,369)
(28,452,037)
–
Net cash (outflow) from operating activities
23
(27,907,780)
(35,823,604)
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
Net cash (outflow) from investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity securities
Proceeds from exercise of options
Share issue transaction costs
Payments for lease liabilities
Net cash (outflow)/inflow from financing activities
(3,476)
(70,391)
(175,594)
–
(415,946)
(71,176)
(9,598,075)
(104,590)
(249,461)
(10,189,787)
–
1,300
–
(295,537)
68,424,731
1,104,750
(4,250,419)
(248,581)
(294,237)
65,030,481
Net increase in cash and cash equivalents
(28,451,478)
19,017,090
Cash and cash equivalents at the start of the year
Effect of exchange rate
40,752,510
81,253
21,800,914
(65,494)
Cash and cash equivalents at the end of the year
7
12,382,285
40,752,510
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.
70
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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 2023, the Group comprising the Company and its subsidiaries has incurred a loss for
the year attributable to the owners of Blackstone amounting to $32,152,210 (2022: $31,938,576)
and had cash outflows from operating activities of $27,907,780 (2022: $35,823,604). The
Group has a net working capital surplus of $9,217,647 (2022: $37,591,909) and cash and cash
equivalents of $12,382,285 (2022: $40,752,510).
Management has prepared cash flow forecasts for the period ended 30 September 2024, under
various scenarios, which reflect that the Group will require additional working capital during
this period to enable it to continue to meet its ongoing administration and planned exploration
activities.
The Group has potential options available to manage liquidity, including one or a combination
of, a placement of shares, option conversion, entitlement offer, joint venture arrangements or
sale of certain assets, and as such, the Directors have a reasonable basis to believe that the
Group will be able to raise sufficient working capital as and when required to enable it to meet its
commitments and pay its debts as and when they fall due.
In the event that all of the funding options available to the Group do not transpire to enable
the Group to be able to raise additional working capital as and when required, there is material
uncertainty about whether it would be able to continue as a going concern and, therefore, realise
its assets and discharge its liabilities in the normal course of business at the amounts stated in
the financial report.
The financial statements do not include any adjustment relating to the recoverability or
classification of recorded asset amounts or to the amounts or classification of liabilities that might
be necessary should the Group not be able to continue as a going concern.
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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 2023 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 30 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.
72
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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.
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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.
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BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(g)
Leases – Group as lessee (continued)
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.
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
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.
(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.
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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;
c. exploration for and evaluation of mineral resources in the specific area have not led to
the 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%
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.
76
BLACKSTONE MINERALS LIMITED Annual Report 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(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.
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.
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(n)
Financial Instruments (continued)
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.
78
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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.
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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.
(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.
80
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(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
Research and development rebates are recognised when there is reasonable assurance that the
rebate will be received. Management judgement is required to assess that the rebate meets the
recognition criteria and in determining the measurement of the rebate including the assessment
of the eligibility and appropriateness of the apportionment of eligible expenses based on
research and development activities undertaken by the consolidated entity and taking into
consideration relevant legislative requirements.
Further, the Research and Development Tax Incentive program in Australia is a self-assessment
regime and there is a four year period from the date of lodgement where the claim may be
subject to a review the Australian Taxation Office or Ausindustry, with any amounts overclaimed
being potentially subject to full repayment with interest and penalties.
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(v)
New accounting standards and interpretations adopted by the Group
AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements
2018–2020 and Other Amendments
The Entity adopted AASB 2020-3 which makes some small amendments to a number of
standards including the following: AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141.
The adoption of the amendment did not have a material impact on the financial statements.
AASB 2021-7a: Amendments to Australian Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and Editorial Corrections.
AASB 2020-7a makes various editorial corrections to a number of standards effective for
reporting periods beginning on or after 1 January 2022. The adoption of the amendment did not
have a material impact on the financial statements.
(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 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.
82
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
1. Summary of significant accounting policies (continued)
(w)
New and amended accounting standards and interpretations issued but not yet effective
(continued)
AASB 2021-7b & c: Amendments to Australian Accounting Standards – Effective Date
of Amendments to AASB 10 and AASB 128 and Editorial Corrections
The amendment amends AASB 17 Insurance Contracts to make various editorial
corrections which applies to annual reporting periods beginning on or after 1 January
2023, with earlier application permitted.
AASB 2021-7c defers the mandatory effective date (application date) of amendments
to AASB 10 and AASB 128 that were originally made in AASB 2014-10: Amendments to
Australian Accounting Standards – Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture so that the amendments are required to be applied for annual
reporting periods beginning on or after 1 January 2025 instead of 1 January 2018.
The Group plans on adopting the amendments for the reporting periods ending 30 June
2024 and 30 June 2026. The impact of the initial application is still being assessed by the
Group and is not yet known.
AASB 2022-6: Amendments to Australian Accounting Standards – Non-current
Liabilities with Covenants
This amendment amends AASB 101 to improve the information an entity provides in its
financial statements about liabilities arising from loan arrangements for which the entity’s
right to defer settlement of those liabilities for at least 12 months after the reporting period
is subject to the entity complying with conditions specified in the loan arrangement. It
also amends an example in Practice Statement 2 regarding assessing whether information
about covenants is material for disclosure. 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 2022-7: Editorial Corrections to Australian Accounting Standards and Repeal of
Superseded and Redundant Standards
AASB 2022-7 makes editorial corrections to the following standards: AASB 7, AASB 116,
AASB 124, AASB 128, AASB 134 and AASB as well as to AASB Practice Statement 2. It also
formally repeals superseded and redundant Australian Account Standards as set out in
Schedules 1 and 2 to the Standard.
The Group plans on adopting the amendments for the reporting period ending 30
June 2024. The amendment is not expected to have a material impact on the financial
statements once adopted.
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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.
(a)
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.
(b)
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.
84
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
2. Critical accounting estimates and judgements (continued)
(c)
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 nonmarket 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.
(d)
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.
(e)
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 24.
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.
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
2. Critical accounting estimates and judgements (continued)
(f)
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.
(g)
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
Revenue from continuing operations
Interest received
Total revenue from continuing operations
Other Income
Rent Income
Exploration Tax Incentive Refund - Canada
R&D rebate
Other income
Total Other Income
Consolidated
30 June 2023
$
30 June 2022
$
383,563
383,563
–
–
3,832,528
9
35,900
35,900
55,780
482,670
470,077
296,724
3,832,537
1,305,251
a.
b.
86
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
4. Expenses
Profit before income tax includes the following specific expenses:
a.
Employee benefits expense
b.
c.
Salary and wages expense
Superannuation expense
Other employee costs
Total employee benefits expense
Occupancy expense
Other occupancy costs
Total occupancy expense
Depreciation of non-current assets
Right-of-use assets
Plant and equipment – office
Plant and equipment - Plant
Leasehold Improvements
Consolidated
30 June 2023
$
30 June 2022
$
3,373,601
2,411,179
308,330
562,317
324,718
683,467
4,244,248
3,419,364
249,329
249,329
166,912
166,912
283,888
204,248
520,259
2,536
279,394
308,067
520,259
(1,075) *
1,010,931
1,106,645
Total depreciation of non-current assets
*
The total net impact of the change in this depreciation estimates 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
29,785
17,839
47,624
24,941
23,134
48,075
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 2023
$
30 June 2022
$
237,386
4,640
3,165
185,204
430,395
76,000
67,551
24,034
5,640
173,225
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
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 2023
$
30 June 2022
$
–
–
–
–
–
–
Loss from continuing operations before income tax expense
(34,483,662)
(35,542,567)
Tax (tax benefit) at the tax rate of 30% (2022: 30%)
(10,345,099)
(10,662,770)
Tax effect of amounts which are not deductible (taxable) in
calculating taxable income:
Tax Differential
Share based payments
Other non-deductible amounts
Prior year adjustments
Non-assessable income
Unrecognised tax losses
Unrecognised deferred movement
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
Unrealised loss on investment in listed securities
Expenses taken into equity
Other temporary differences
Set-off deferred tax liabilities (Note 6(c))
Net deferred tax assets unrecognised
Tax losses *
885,635
447,832
1,414,635
773,492
4,399,486
4,652,594
-
(1,279,274)
4,440,975
1,450,445
-
-
157,628
(984,071)
(141,023)
3,960,072
-
-
984,071
227,367
157,628
1,211,438
(157,628)
(1,211,438)
-
-
5,472,583
3,871,947
411,286
308,456
492,986
-
419,785
353,617
6,685,311
4,645,350
(157,628)
(1,211,438)
6,527,683
3,433,912
e.
f.
Unused tax losses for which no DTA has been recognized
18,241,945
12,906,491
Potential tax benefit at 30% (2022: 30%)
Unrecognised temporary differences *
Unrecognised deferred tax asset relating to capital raising costs
Potential tax benefit at 30% (2022: 30%)
5,472,583
3,871,947
4,042,425
1,055,100
2,578,008
438,036
* 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.
88
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
7. Cash & Cash Equivalents
a.
Cash & cash equivalents
Cash at bank and in hand
Cash at bank and in hand – Codrus Minerals Limited *
10,654,204
36,691,865
1,728,081
4,060,645
Consolidated
30 June 2023
$
30 June 2022
$
Total cash and cash equivalents
* Cash and Cash Equivalents related to Codrus Minerals Limited are consolidated under the principals of AASB 10
12,382,285
40,752,510
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.
b.
Cash at bank and on hand.
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.00% and 2.10%
(2022: 0.00% and 0.29%)
8. Receivables & Other Financial Assets
Current – Receivables and Other Financial Assets
Other receivables
Short-term deposits
Total current receivables and other financial assets
Non-Current – Other Financial Assets
Deposits 1
Deposits pertaining to rehabilitation provisions 2
Total non-current other financial assets
Consolidated
30 June 2023
$
30 June 2022
$
2,333,568
2,184,905
174,835
–
2,508,403
2,184,905
292,482
524,105
315,075
542,717
816,587
857,792
1 Deposits include cash of $393,984 (30 June 2022: $294,468) as security deposits of which $242,482 is required as security by the relevant
authority for the Group office premises, $50,000 held as security against a credit card facilities and $101,502 short-term deposits held in
Codrus Minerals Limited.
2
Monies held at bank to address mine closure and rehabilitation provisions in Vietnam.
Past due and impaired receivables
As at 30 June 2023, there were no other receivables that were past due or impaired. (30 June 2022: 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 21.
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
9. Property, Plant & Equipment
Consolidated
30 June 2022
Opening net book amount
Additions
Depreciation charge
Disposal
Net exchange differences
Plant &
Equipment
Leasehold
Inprovements
Motor
Vehicles –
Codrus
Mining Plant
& Properties
$
$
$
$
Total
$
342,871
291,872
(302,251)
–
–
2,214
-
1,075
–
–
-
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
30 June 2023
Opening net book amount
Additions
Depreciation charge
Disposal
Net exchange differences
900,843
(568,351)
332,492
332,492
3,476
(192,033)
(3,149)
–
37,720
(34,431)
36,353
5,885,613
6,860,529
(5,816)
(1,040,518)
(1,649,116)
3,289
30,537
4,845,095
5,211,413
3,289
30,537
4,845,095
5,211,413
–
–
131,972
135,448
(2,536)
(12,215)
(520,259)
(727,043)
–
–
–
–
–
28,869
(3,149)
28,869
Closing net book amount
140,786
753
18,322
4,485,677
4,645,538
At 30 June 2023
Gross carrying amount at cost
Accumulated depreciation
Net book amount
901,170
(760,384)
140,786
37,720
36,353
6,046,454
7,021,697
(36,967)
(18,031)
(1,560,777)
(2,376,159)
753
18,322
4,485,677
4,645,538
90
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
10. Exploration & Evaluation Assets
a.
Non-current
Opening balance
Acquisition/(write off) of assets
Effect of exchange rates
Consolidated
30 June 2023
$
30 June 2022
$
7,473,135
7,400,000
70,391
4,569
73,135
-
Total non-current exploration and evaluation expenditure
7,548,095
7,473,135
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 2023
During the year, the company recognised $70,391 (CAD 65,000) of acquisitions costs related to the
Twilight Project in Labrador, Canada (30 June 2022: $73,135 (CAD $65,000)).
91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
11. Right of Use Assets – At Cost
Cost
Opening balance
On initial recognition
Other additions
Disposal of lease
Effect of exchange rates
Closing Balance
Depreciation
Opening balance
Depreciation for the year
Disposal of lease
Closing Balance
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
30 June 2023
$
30 June 2022
$
848,832
526,408
–
–
–
15,042
–
725,847
(362,798)
(40,625)
863,874
848,832
(164,363)
(283,888)
–
(247,768)
(279,394)
362,798
(448,251)
(164,364)
415,623
684,468
–
(283,888)
(17,839)
–
295,537
55,780
(279,394)
(23,134)
(3,979)
270,131
The Group has a lease over the premises at Level 5, 600 Murray Street, West Perth with an average
estimated life of 1.5 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 15.
92
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
12. Investments in Listed Entities
Opening balance
Listed equity investments acquired
Fair value adjustment through profit or loss
Total Investments in listed entities
Consolidated
30 June 2023
$
30 June 2022
$
12,878,310
175,594
(4,651,189)
–
9,598,075
3,280,235
8,402,715
12,878,310
During the year, the Company invested $175,594 in shares of listed entities (30 June 2022: $9,598,075).
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 $0.465
Corazon Mining Limited – AUD $0.015
Flying Nickel Mining Corp – AUD $0.091 (CAD $0.08)
13. Trade & Other Payables
Current
Trade Payables
Other Payables
Taxes Payables to foreign authorities 1
Total current trade & other payables
Consolidated
30 June 2023
$
30 June 2022
$
2,861,165
1,748,467
33,813
2,392,062
1,779,059
56,276
4,643,445
4,227,397
1
The tax payable to foreign authorities are past due. These payables represent historical tax liabilities associated with
previous mining activities.
93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
14. Provisions
Current
Employee entitlements
Other provisions
Total current provisions
Non-current
Mine Rehabilitation 1
Total non-current provisions
Consolidated
30 June 2023
$
30 June 2022
$
407,586
318,926
421,797
420,331
726,512
842,128
521,386
521,386
462,529
462,529
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.
Consolidated
30 June 2023
$
30 June 2022
$
312,437
135,137
-
447,574
(10,656)
436,918
293,542
296,823
136,933
727,298
(28,066)
699,232
303,084
133,834
275,981
423,251
436,918
699,232
15. Lease Liabilities
Maturity analysis:
Year 1
Year 2
Year 3
Total
Less: Finance charges allocated to future periods
Total liabilities at balance date
The lease liabilities split between current and non-current are as follows:
Current
Non-current
Total lease liabilities
94
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
16. Contributed Equity
Consolidated
Consolidated
30 June
2023
Shares
30 June
2023
$
30 June
2022
Shares
30 June
2022
$
a.
Issued and unissued share capital
Ordinary shares – fully paid
473,688,908
127,366,410
471,447,565
127,365,110
Total issued and unissued share
capital
473,688,908 127,366,410 471,447,565 127,365,110
Included in the above total is 20,000,000 treasury shares held by Acuity Capital (30 June 2021: 8,000,000 shares). These shares,
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 17.
95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
16. Contributed Equity (continued)
d.
Movements in issued capital
Date Issued
Number of
Shares
Issue Price
$
Total
$
Opening Balance 1 July 2021
331,832,190
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
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
Opening Balance 1 July 2022
Conversion of Zero Exercise Price
Options – FY22 STI T1 & T3
471,447,565
471,447,565
12 Aug 2022
477,660
Conversion of Performance Options
12 Aug 2022
300,000
Conversion of Performance Options
12 Aug 2022
1,000,000
0.001
0.000
0.580
0.600
0.001
0.580
0.000
0.001
0.200
0.001
0.000
0.001
0.001
0.000
1,500
4,400,000
5,299,917
900,000
200
32,881,814
–
650
200,000
200
(3,515,306)
127,365,110
127,365,110
–
300
1,000
–
–
(–)
Conversion of Zero Exercise Price
Options – FYT22 STI T1 & T3
Conversion of Zero Exercise Price
Options – FY22 Retention
Less: Transaction costs
29 Nov 2022
159,916
24 Mar 2023
303,767
0.000
Closing Balance at 30 June 2023
473,688,908
127,366,410
96
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
17. Issued Share Options and Performance Shares
Expiry date
Exercise
price
Balance at
start of year
30 June 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
3 Dec 2026
3 Dec 2026
3 Dec 2026
0 cents
0 cents
0 cents
0 cents
4,150,000
2,000,000
2,500,000
1,000,000
4,000,000
–
–
–
–
Granted
during
the year
Issued/
(Exercised)
during
the year
Forfeited/
lapsed
during
the year
Balance at
end of
the year
–
–
–
–
(1,550,000)
(1,100,000)
(2,500,000)
(1,000,000)
–
–
–
–
(1,500,000)
(2,500,000)
2,600,000
900,000
–
–
–
–
–
–
–
–
–
–
–
2,679,739
3,092,235
1,033,988
212,465
–
2,679,739 *
3,092,235
1,033,988
212,465
13,650,000
7,018,427
(7,650,000)
(2,500,000)
10,518,427
30 June 2023 unlisted share option details
20 Aug 2025
0.1 cents
20 Feb 2025
0.1 cents
7 Jul 2025
28 cents
2,600,000
900,000
–
–
–
6,000,000
3 Dec 2026
3 Dec 2026
3 Dec 2026
3 Dec 2026
20 Nov 2027
20 Nov 2027
20 Nov 2027
0 cents
0 cents
0 cents
0 cents
0 cents
0 cents
0 cents
2,679,739
3,092,235
1,033,988
212,465
–
–
–
–
–
–
–
5,647,533 **
5,697,568
3,548,285
(1,000,000)
(450,000)
1,150,000
(300,000)
–
–
–
600,000
6,000,000
(637,576)
(1,470,069)
572,094
–
(651,230)
2,441,005
(303,767)
(456,284)
273,937
212,465
–
(645,780)
5,001,753
(807,224)
4,890,344
(484,334)
3,063,951
–
–
–
–
10,518,427
20,893,386
(2,241,343)
(4,964,921)
24,205,549
* At 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.
** At 30 June 2023, the Board assessed that the vesting conditions of STI Tranche 2 had not been met as at the 30 June 2023
measurement date. The Board and management used its discretion to award 75% of STI Tranche 3 to employees only and did not
apply to directors, based on the conditions at 30 June 2023. Therefore, STI Tranche 2 and 25% of STI Tranche 3 were cancelled
following 30 June 2023.
97
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
18. Reserves
a.
Option reserve
Opening balance
Share based payments
Total Option reserve
Consolidated
30 June 2023
$
30 June 2022
$
5,095,467
1,044,114
3,252,277
1,843,190
6,139,581
5,095,467
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 17.
b.
Foreign Currency Translation Reserve
Opening balance
Exchange differences arising on translation of foreign
operations attributable to parent entity.
Closing Balance
679,562
766,990
(41,662)
(87,428)
637,900
679,562
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.
c.
Equity Reserve
Opening balance
3,170,280
3,160,267
Adjustment to transaction costs allocated to parent entity
12,493
10,013
Closing Balance
3,182,773
3,170,280
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.
d.
Total reserves
Option Reserve
Foreign Currency Translation Reserve
Equity Reserve
Closing Balance
6,139,581
5,095,467
637,900
679,562
3,182,773
3,170,280
9,960,254
8,945,309
98
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
19. Non-Controlling Interest
Opening balance
Consolidated
30 June 2023
$
861,346
30 June 2022
$
3,889,448
Loss for the year attributable to non-controlling interest
(2,331,452)
(3,603,991)
Transaction costs allocated to NCI
Share based payments in controlled entity
Share of foreign currency translation loss on translation of foreign
operations.
15,777
448,659
11,442
735,115
(118,737)
(170,668)
Total Non-Controlling Interest
(1,124,407)
861,346
20. 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). As at 30 June 2023, Blackstone
owned 46.67% of Codrus shares (2022: 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.
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
99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
20. Significant party owned subsidiary - Codrus Minerals Limited (continued)
Summarised Statement of Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
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
30 June 2023
$
30 June 2022
$
1,937,345
1,646,243
4,180,379
1,634,374
3,583,588
5,814,753
272,135
272,135
301,603
301,603
11,190,473
2,205,875
(10,084,895)
11,183,704
1,718,216
(7,388,770)
3,311,453
5,513,150
1,545,345
1,766,108
2,020,207
3,492,943
3,311,453
5,513,150
70,689
1,087
(1,499,005)
(2,556,013)
(1,267,810)
(1,540,182)
(2,696,126)
(4,095,108)
(1,258,192)
(1,437,934)
(1,911,051)
(2,184,057)
(2,696,126)
(4,095,108)
474,814
825,396
–
337,974
774,614
–
1,300,210
1,112,588
21. 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:
100
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
21. Financial Instruments, Risk Management Objectives and Policies (continued)
(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:
Weighted
Average
Interest Rate
Floating
Interest Rate
Fixed Interest
Non-interest
bearing
%
$
$
$
Total
$
0.29%
0.00%
0.15%/0.25%
38,661,008
-
-
-
-
2,091,502
40,752,510
2,184,905
2,184,905
315,075
-
315,075
38,661,008
315,075
4,276,407
43,252,490
Consolidated
30 June 2022
Financial Assets
Cash and cash
equivalents
Receivables - current
Other financial assets -
non-current
Financial Liabilities
Trade & other payables -
current
Lease liabilities
30 June 2023
Financial Assets
Cash and cash
equivalents
Receivables - current
Other financial assets -
non-current
0.00%
4.75%
0.02%
0.00%
0.15%/0.25%
Financial Liabilities
Trade & other payables -
current
Lease liabilities
0.00%
4.75%
-
-
-
-
4,227,397
4,227,397
699,232
-
699,232
699,232
4,227,397
4,926,629
9,718,084
-
-
-
-
2,765,703
12,483,787
2,406,901
2,406,901
292,482
-
292,482
9,718,084
292,482
5,172,604
15,183,170
-
-
-
-
4,643,445
4,643,445
436,918
-
436,918
436,918
4,643,445
5,080,363
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
21. Financial Instruments, Risk Management Objectives and Policies (continued)
(b)
Group sensitivity analysis
The entity’s main interest rate risk arises from cash and cash equivalents with variable interest
rates. At 30 June 2023, the group had $12,483,787 of cash and cash equivalents (includes
$1,829,583 of cash and cash equivalents 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 $133,834
(2022: $423,251) 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 creditworthy counterparties and obtaining sufficient collateral or other security where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Group 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.
(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 2023, 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)
102
Canada - CAD Vietnam - USD
AUD Equivalent AUD Equivalent
70,971
48,587
22,384
1,647,347
675,594
971,753
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
21. Financial Instruments, Risk Management Objectives and Policies (continued)
(f)
Equity price risk
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 $8,402,715 (30
June 2022: 12,873,310) as per Note 12.
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 $792,425 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 $47,846 increase/
(decrease) on the income and equity attributable to the Group.
(g)
Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
30 June 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
30 June 2023
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
$
40,752,510
40,752,510
2,184,905
2,184,905
315,075
315,075
12,878,310
12,878,310
56,130,800
56,130,800
4,227,397
4,227,397
4,227,397
4,227,397
Carrying
Amount
$
Net fair
Value
$
12,483,787
12,483,787
2,406,901
2,406,901
292,482
292,482
8,402,715
8,402,715
23,585,885
23,585,885
4,643,445
4,643,445
4,643,445
4,643,445
103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
22. Earnings per Share
Consolidated
30 June 2023
$
30 June 2022
$
a.
b.
c.
d.
Loss
Loss used in the calculation of basic EPS
(32,152,210)
(31,938,576)
Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
473,168,660
410,131,223
Loss per share (in cents)
(6.8)
(7.8)
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.
The balance of unexercised options and rights at the end of the period is 24,205,549 (30 June
2022: 10,518,427). 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.
23. Cash Flow Information
a.
Reconciliation of cash flows from operating activities with loss
from ordinary activities after income tax:
(Loss) from ordinary activities after income tax
(34,483,662)
(35,542,568)
Consolidated
30 June 2023
$
30 June 2022
$
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:
Decrease in operating receivables & prepayments
(Increase) in capitalised exploration expenditure
Increase /(Decrease) Increase in operating trade and other
payables
4,475,595
1,010,931
17,840
(3,280,235)
1,124,077
23,134
1,492,773
2,578,305
–
–
(172,616)
148,484
(71,076)
(2,346,970)
(4,568)
(1,960)
(158,786)
1,210,971
Increase/(Decrease) in employee provisions
(14,211)
263,158
Net cash (used in) Operating Activities
(27,907,780)
(35,823,604)
b.
Non-cash investing and financing
During the 30 June 2023 and 30 June 2022 financial years, there
were no significant non-cash financing and investing activities
104
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
24. Commitments
(a)
Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
30 June 2023
$
30 June 2022
$
460,679
1,591,430
–
412,670
2,058,482
–
2,052,109 *
2,471,152 *
*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 20.
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
On 1 January 2022, the Company, as 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 2023
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:
i.
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
ii. 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.
105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
24. 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.
There are no further commitments or contingent liabilities.
25. Events Occurring After Balance Date
• On 18 July 2023, the Company announced that it had received A$2.8m as an advance from R&D
lending fund backed by Asymmetric Innovation Finance and Fiftyone Capital, on the Company’s 2023
refundable tax offset for R&D expenditure.
• On 20 July 2023, the Company announced the completion of key Vietnamese studies and
commencement of early contractor engagement for the Ta Khoa Refinery Definitiv Feasibility Study.
• On 26 July 2023, the Company announced that it had entered into a three-way Memorandum of
Understanding with Vietnam Rare Earths JSC and ASX listed, Australia Strategic Materials to cooperate
on opportunities to develop a fully integrated rare earths mine to metals value chain in Vietnam
Other than those stated above, no other matters or circumstance have arisen since 30 June 2023
that have significantly affected, or may significantly affect the Group’s operations, the results of those
operations, or the Group’s state of affairs in future financial years.
106
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
26. 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:
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
26. Segment Information (continued)
(b)
Segment information provided to the board of directors (continued)
Consolidated
2022
Interest revenue
Other income
Total segment revenue
and other income
Depreciation and
amortisation expense
Total segment loss
before income tax
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)
(1,124,077)
(529,779)
(13,679,071)
(2,556,013)
(18,777,704)
(35,542,567)
Total segment assets
6,340,537
4,333,823
1,600,000
57,855,331
70,129,691
Total segment liabilities
(8,057)
(3,385,773)
–
(3,223,159)
(6,616,989)
Consolidated
2023
Interest revenue
Other income
Total segment revenue
and other income
Depreciation and
amortisation expense
Total segment loss
before income tax
North
America
$
Vietnam
$
Australia
$
Unallocated
$
Total
$
–
–
–
–
–
9
9
–
–
–
–
–
383,563
383,563
3,832,528
3,832,537
4,216,091
4,216,100
(1,010,931)
(1,010,931)
(788,278)
(8,414,914)
(1,499,005)
(23,781,465)
(34,483,662)
Total segment assets
6,080,469
3,181,180
1,600,000
25,857,597
36,719,246
Total segment liabilities
(48,587)
(1,708,010)
–
(4,571,664)
(6,328,261)
Significant unallocated assets include: cash and cash equivalents $12,382,285
(30 June 2022: $40,752,510), receivables $688,583 (30 June 2022:
$2,184,905), plant & equipment $3,803,830 (30 June 2022: $4,528,391) and
investments held in listed entities $8,402,715 (30 June 2022: 12,878,310)
Significant unallocated liabilities include: trade and other payables $3,899,804
(30 June 2022: $2,413,899)
(c)
Measurement of segment information
All information presented in part (b) above is measured in a manner consistent
with that in the financial statements.
108
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
27. 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 30.
(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
Total key management personnel compensation
(d)
Transactions with entities with joint KMPs
Consolidated
30 June 2023
$
30 June 2022
$
1,607,894
1,346,804
130,534
319,961
92,400
522,533
2,058,389
1,961,737
The following transactions occurred with a party where both the Company and the party shared
KMPs during the reporting period:
i.
ii.
Recharges to entities with joint KMP
Recharge of rent and shared office costs
Recharges to Venture Minerals Limited
Purchases from entities with joint KMP
Shared office costs and other supplier services on arms’ length terms:
Payments to Venture Minerals Limited
iii.
Balances outstanding to entities with joint KMP
Venture Minerals Limited
2023
$
2022
$
–
–
–
170,167
10,908
–
Mr Radonjic is a Director of Venture Minerals Limited which shares office and administration service
costs on normal commercial terms and conditions. Mr Radonjic resigned as Non-Executive Director
of Blackstone Minerals Limited on 12 November 2021.
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.
Following this date, Venture Minerals Limited was no longer considered a related party.
Details of remuneration disclosures are included in the Remuneration Report on pages 35 to 55.
109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. 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 granted to Employees
During the year, the Company issued 14,893,386 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 3.14% & 3.69%.
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.
110
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. Share Based Payments (continued)
(b)
Fair value of zero exercise price options granted to Employees (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
BSXOPT14
Short Term
Incentives –
Tranche 1
BSXOPT14
Short Term
Incentives –
Tranche 2
BSXOPT14
Short Term
Incentives –
Tranche 3
Environment, Social and
Governance
· Zero fatalities at the Ta
Khoa Project
· Lost time injury
frequency rate< 2 per
annum.
· Zero material
reportable
environmental,
community or
landholder incidents.
Partnerships and Funding
· Executed binding
agreements to deliver
project (or part
thereof); and
· Relevant market
announcement of
binding partnership.
· Agreement to fund Ta
Khoa Refinery Project
(TKR) (Downstream)
(or proportional part
thereof). Proportional
award available.
DFS completion
Successful completion of
TKR Definitive Feasibility
Study report delivered
by end of FY 2023, on
budget and approved by
Board; and
Relevant market of
successful completion of
above activities.
Proportional award
available
$
$
$
$
30 June
2023
994,442
14 Oct
2022
0.000
0.185
183,972
160,078 *
30 June
2023
135,065
25 Nov
2022
0.000
0.160
21,610
21,610
30 June
2023
1,988,883
14 Oct
2022
0.000
0.185
367,943
– **
30 June
2023
270,130
25 Nov
2022
0.000
0.160
43,221
– **
30 June
2023
1,988,883
14 Oct
2022
0.000
0.185
367,943
240,116 ***
30 June
2023
270,130
25 Nov
2022
0.000
0.160
43,221
– ***
5,647,533
1,027,910
421,804
*
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. 129,156 STI Tranche 1, 258,312 STI Tranche 2 and 258,312 STI Tranche 3 options were cancelled
prior to 30 June 2023 due to employee resignations. 2,000,701 options from Tranche 2 and 2,000,701 options from Tranche 3
related to those employees were cancelled following 30 June 2023
** The vesting conditions of STI Tranche 2 had not been met as at the 30 June 2023 measurement date, and therefore the options
were cancelled following 30 June 2023. The accumulated value attributed to those options was reversed out through share-based
payments expense recorded during the period.
*** Board and Management used its discretion to award 75% of STI Tranche 3 to employees only and did not apply to directors,
based on the conditions assessed at 30 June 2023. The remaining 25% awarded were cancelled following 30 June 2023 and 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.
111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. Share Based Payments (continued)
(b)
Fair value of zero exercise price options granted to Employees (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
$
$
$
$
Increase in JORC
compliant resources
If resource <30 % growth
on reported resources
then 0% vesting of
incentives.
If resource >31% and
<50% then a 50%
proportional vesting of
incentives.
BSXOPT15
Long Term
Incentives –
Tranche 4
If resource >50%
then 100% vesting of
incentives.
Proportional award
available
Achieve a JORC
compliant resource
includes inferred,
measured or indicated
Nickel or metal
equivalents reported in
accordance with clause
50 of JORC code.
· Shareholder Return
(Market Conditions)
· Proportional vesting
will occur based on
the Absolute Total
Shareholder Return
(“ATSR”) from 1 July
2022 to 30 June 2025
(the “Measurement
Period”)
Shareholder Return
(Market Conditions)
Proportional vesting will
occur where the Relative
Total Shareholder Return
(“RTSR”) exceeds the
median TSR over the
Measurement Period
from 1 July 2022 and
30 June 2025 of the
selected peer group
BSXOPT15
Long Term
Incentives –
Tranche 5
BSXOPT15
Long Term
Incentives –
Tranche 6
30 Jun
2025
2,173,459
14 Oct
2022
0.000
0.185
402,090
85,659
30 Jun
2025
675,325
25 Nov
2022
0.000
0.160
108,052
24,733
30 Jun
2025
1,086,730
14 Oct
2022
0.000
0.1189 *
129,212
27,527
30 Jun
2025
337,662
25 Nov
2022
0.000
0.0962 *
32,483
7,435
30 Jun
2025
1,086,730
14 Oct
2022
0.000
0.1189 *
129,212
27,527
30 Jun
2025
337,662
25 Nov
2022
0.000
0.0962 *
32,483
7,435
5,697,568
833,532
180,316
** Option with market-based conditions were valued using the Monte Carlo valuation method using the above inputs noted
** 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. 403,612 LTI Tranche 1, 201,806 LTI Tranche 2 and 201,806 LTI Tranche 3
options were cancelled prior to 30 June 2023 due to employee resignations
*** The holder must be in service at the vesting date
112
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. Share Based Payments (continued)
(b)
Fair value of zero exercise price options granted to Employees (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
BSXOPT16 Retention
18 Months
Retention
Continuous
employment
from Issue
date until
measurement
date 31
December
2023
$
$
$
$
3,548,285
14 Oct
0.000
0.185
656,433
331,398*
2022
3,548,285
656,433
331,398
* 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. 403,612 LTI Tranche 1, 201,806 LTI Tranche 2 and 201,806 LTI Tranche 3
options were cancelled prior to 30 June 2023 due to employee resignations.
(c)
Fair value of unlisted options issued to Corporate Advisors
During the year, the Company issued 6,000,000 unlisted options to Corporate Advisors with the
following vesting conditions:
The price was calculated by using the Black-Scholes European Option Pricing Model applying
the following inputs.
• Weighted average exercise price of $0.28;
• Weighted average life of the option (years) of 3;
• Weighted average underlying share price: $0.20
• Expected share price volatility of 85%;
• Weighted average risk-free interest rate: 3%
• Fair value per option: $0.09618
The fair value of the options issued was $577,061. As at the reporting date, no value was
expensed as the probability of achieving the milestone was assessed to be less than 50%.
113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. Share Based Payments (continued)
(d)
Fair value of unlisted options granted to joint venture partner by Codrus Minerals Limited
During the year, Codrus issued 1,000,000 unlisted options to Joint Venture Partner for meeting
its minimum expenditure of $100,000 under the Farm In and Joint Venture Agreement with
Talgomine, with an exercise price of $0.20 expiring on 9 June 2025. The value of the options
recognised was $18,405.
A further $17,270 of options value were recognised during the year based on the Company
meeting its minimum spend of additional spend of $300,000 resulting to the Company earning
its rights to participating interest of 70%. Once elected, the Company will issue 2,500,000
options to Talgomine, with an exercise price of $0.50 with a 2-year expiry from the date of issue.
The price was calculated by using the Black-Scholes Option Pricing Model applying the
following inputs.
• Weighted average exercise price of $0.20;
• Weighted average life of the option (years) of 2.55;
• Weighted average underlying share price of $0.20;
• Expected share price volatility of 85%;
• Weighted average risk-free interest rate of 3.11%.
Volatility is calculated based on historical share price history of the company and used as the
basis for determining expected share price volatility as it assumed that this is indicative of
future tender, which may not eventuate. The life of the options is agreed upon by the Board to
ensure long term goal congruence between Directors, Management and Shareholders.
(e)
Share-Based Payments recognised for options issued by Blackstone in prior years.
During the year, $238,408 of share-based payments was recognised for unlisted options
and rights issued by Blackstone in the previous years, which were being amortised over their
relevant vesting periods. Additionally, $127,812 of share-based payments were reversed
during the period relating to unvested unlisted options following cessation of employment for
related employees.
114
BLACKSTONE MINERALS LIMITED Annual Report 2023 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
28. Share Based Payments (continued)
(f)
Share-Based Payments recognised for options issued by Codrus in prior years.
During the period, $412,984 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 2023
$
30 June 2022
$
Share based payments expense
Options issued to Blackstone directors, employees and consultants1
1,044,114
1,843,190
Options issued to Codrus directors, employees and consultants2
448,659
735,115
Options issued to Blackstone Corporate Advisors
Options issued to Codrus Corporate Advisors
–
–
–
–
Total Share based payments expense
1,492,773
2,578,305
A portion of the share-based payments expenses for both 30 June 2023 and 30 June 2022, represent the
expense related to the options issued in prior years that relate to current period of service for employees,
directors and consultants.
1
2
Expenses relating to Options issued during FY2023: $935,518 (30 June 2022: $1,192,960); Expenses relating to Options issued
in prior period: $110,596 (30 June 2022: $650,230)
Expenses relating to Options issued during FY2023: $35,675 (30 June 2022: $372,785); Expenses relating to Options issued in
prior period: $412,984 (30 June 2021: $362,330)
29. Contingent Liabilities
There are no contingent liabilities outstanding at the end of the year, other than those disclosed in Note 24.
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED 30 JUNE 2023
30. 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
Blackstone Minerals (Canada) Pty Ltd
Black Eagle (US) LLC B
Cobalt One Energy Corp
AMR Nickel Limited
Ban Phuc Nickel Mines Limited
Country of
incorporation
Class of Shares
Australia
Australia
United States
Canada
Cook Islands
Vietnam
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
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.
Equity Holding A
2023
%
2022
%
46.67 C
100
46.67
100
100
90
46.67 C
100
46.67
100
100
90
31. Parent Entity Information
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.
116
Consolidated
30 June 2023
$
30 June 2022
$
10,589,595
35,547,187
22,234,670
26,761,603
32,824,265
62,308,790
4,035,255
2,534,092
264,276
417,747
4,299,531
2,951,839
127,366,409
127,365,109
6,139,582
5,095,467
(104,981,257)
(73,103,626)
28,524,734
59,356,950
(31,877,631)
(34,923,744)
–
–
Total comprehensive loss for the year
The parent entity has not guaranteed any loans for any entity during the year.
(31,877,631)
(34,923,744)
The parent entity has no contingent liabilities at the end of the financial year.
BLACKSTONE MINERALS LIMITED Annual Report 2023 DIRECTOR‘S DECLARATION
In the Directors’ opinion
a. the financial statements and notes set out on pages 67 to 116 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 2023 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
c. the financial statements and notes thereto are in accordance with International
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, 29 September 2023
117
INDEPENDENT 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 statement of financial position as at 30
June 2023, the consolidated statement of 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 2023
and of its consolidated financial performance for the year ended on that date; and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which describes the principal conditions that raise
doubt about the Group’s ability to continue as a going concern. These conditions indicate that a
material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
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118
BLACKSTONE MINERALS LIMITED Annual Report 2023
INDEPENDENT AUDITOR’S REPORT
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. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matter described below to be the key audit
matter to be communicated in our report. For the matter below, our description of how our audit
addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to this matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
Carrying Amount of Exploration and Evaluation Expenditure Assets
Why significant
How our audit addressed the key audit matter
As disclosed in Note 10 to the financial report as at
30 June 2023, the Group held exploration and
evaluation expenditure assets of $7,548,095.
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 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
Note 10 to the financial report
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Liability limited by a scheme approved under Professional Standards Legislation
119
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 2023 annual report, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
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120
BLACKSTONE MINERALS LIMITED Annual Report 2023
INDEPENDENT AUDITOR’S REPORT
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
► Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
► Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
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Liability limited by a scheme approved under Professional Standards Legislation
121
INDEPENDENT AUDITOR’S REPORT
122
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 35 to 55 of the directors’ report for the year ended 30 June 2023. In our opinion, the Remuneration Report of Blackstone Minerals Limited for the year ended 30 June 2023, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Ernst & Young Russell Curtin Partner Perth 29 September 2023 BLACKSTONE MINERALS LIMITED Annual Report 2023 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 11 September 2023 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: 1,149
Substantial Shareholders
he names of the substantial shareholders as at 11 September 2023:
Shareholder
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
FIL INVESTMENT MANAGEMENT LIMITED
CIVETTA NANJIA
ECOPRO LTD
Number of Shareholders
248
1,219
712
1,685
359
4,223
Number
64,013,892
40,000,382
36,527,415
32,652,541
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.
123
ADDITIONAL SHAREHOLDER INFORMATION
Unquoted Securities
Exercise
price
$0.001
Class
Employee
Options
Employee
Options
1,000,000 vesting on decision to mine, 300,000 vesting on
Completion of DFS and Downstream Pilot Plant
20 August
2025
1,150,000
$0.001
Tranche 2 - 50% to vest upon 18 months service and 50%
vested.
20 February
2025
600,000
Vesting conditions
Expiry date
Number of
options
Number of
holders
3
1
5
STI ZEPOs FY22
$0.000
3 December
2026
572,094
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.
LTI ZEPOs FY22
$0.000
Tranche 1 - Securing a binding downstream offtake and a
downstream partner to develop the Ta Khoa Project
3 December
2026
2,441,005
10
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%
· 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).
Retention
ZEPOs FY22
Advisor
Options
Director
Performance
Rights
$0.000
18 months service from date of issue
$0.28
Nil
$0.000
36 months of continuous service
3 December
2026
273,937
7 July 2025
6,000,000
3 December
2026
212,465
4
3
1
124
BLACKSTONE MINERALS LIMITED Annual Report 2023 ADDITIONAL SHAREHOLDER INFORMATION
Unquoted Securities (continued)
Class
Exercise
price
Vesting conditions
Expiry date
Number of
options
Number of
holders
20 October
2027
5,001,753
16
20 October
2027
4,890,344
13
STI ZEPOs FY23
$0.000
Tranche 1:
· Environment, Social and Governance
· Zero fatalities at the Ta Khoa Project
· Lost time injury frequency rate< 2 per annum.
· Zero material reportable environmental, community or
landholder incidents.
Tranche 2 - Partnerships and Funding
· Executed binding agreements to deliver project (or part
thereof); and
· Relevant market announcement of binding partnership.
· Agreement to fund Ta Khoa Refinery Project (TKR)
(Downstream) (or proportional part thereof).
Proportional award available.
Tranche 3 - DFS completion
· Successful completion of TKR Definitive Feasibility Study
report delivered by end of FY 2023, on budget and approved
by Board; and
· Relevant market of successful completion of above activities.
Proportional award available
LTI ZEPOs FY23
$0.000
Tranche 3 -Increase in JORC compliant resources
·
·
·
If resource <30 % growth on reported resources then 0%
vesting of incentives.
If resource >31% and <50% then a 50% proportional vesting
of incentives.
If resource >50% then 100% vesting of incentives.
Proportional award available
Achieve a JORC compliant resource includes inferred,
measured or indicated Nickel or metal equivalents reported in
accordance with clause 50 of JORC code.
Tranche 4 - Shareholder Return (Market Conditions) -
Proportional vesting will occur based on the Absolute Total
Shareholder Return (“ATSR”) from 1 July 2022 to 30 June 2025
(the “Measurement Period”)
Tranche 5 - Shareholder Return (Market Conditions) -
Proportional vesting will occur where the Relative Total
Shareholder Return (“RTSR”) exceeds the median TSR over the
Measurement Period from 1 July 2022 and 30 June 2025 of the
selected peer group
Retention
ZEPOs FY23
$0.000
Continuous employment from Issue date until measurement
date 31 December 2023
20 October
2027
3,063,951
14
125
ADDITIONAL SHAREHOLDER INFORMATION
Equity Security holders
The names of the twenty largest ordinary fully paid shareholders as at 11 September 2023 are as follows:
Shareholder
Number
% Held of Issued
Ordinary Capital
CITICORP NOMINEES PTY LIMITED
100,316,365
21.18%
"BNP PARIBAS NOMS PTY LTD
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