A N N U A L
R E P O R T
2 0 2 1
Carnegie Clean Energy Limited
ABN: 69 009 237 736
Corporate Directory
Directors
Terry Stinson
Non-Executive Chairman
Michael Fitzpatrick Non-Executive Director
Grant Mooney
Non-Executive Director
Anthony Shields
Non-Executive Director
Chief Executive Officer
Jonathan Fiévez
Company Secretary
Grant Mooney
Registered Office
21 North Mole Drive North Fremantle,
WA, Australia 6159
Postal Address
PO Box 39 North Fremantle,
WA, Australia 6159
Telephone
+61 (0)8 6168 8400
Share Registry
Automic Group GPO Box 5193
Sydney NSW 2001
Telephone: 1300 288 664 (within Australia)
www.automicgroup.com.au
Auditors
HLB Mann Judd Level 4, 130 Stirling Street
Perth, WA, Australia 6000
Website: www.carnegiece.com
ASX Code: CCE
Contents
01 Chairman’s Report ................................................................... 4
02 Company Overview .................................................................. 6
03 Global Context .......................................................................... 8
04 Market ........................................................................................10
05 Business Plan ...........................................................................10
06 Products .....................................................................................11
• CETO ................................................................................. 12
• MoorPower ....................................................................... 15
• Wave Predictor ...............................................................16
07 Partnerships and Collaborations .........................................18
08 Garden Island Microgrid ......................................................... 21
09 Additional Information .......................................................... 22
10 Financial Report for the Year Ended 30 June 2021 ........ 25
Directors’ Report .................................................................... 26
Auditor’s Independence Declaration ................................. 36
Financial Statements ............................................................ 37
Notes to the Financial Statements ..................................... 41
Directors’ Declaration ........................................................... 69
Independent Auditor’s Report ............................................. 70
01
Chairman’s Report
pandemic has impacted our ability to secure
some of the specialised people and external
resources required to meet the timing of
certain activities, such as wave tank testing
to validate our new advanced controllers
at an international facility, activities which
have been shifted into early 2022. Whilst
there have been delays, the plan is still
sound. As we wrap up the activities in
the Digital Development Pathway over the
coming months, and in light of exciting new
spin-off opportunities, the Team will soon
be launching a new roadmap that includes
the pathway to deliver CETO and our new
strategic spin-off products, MoorPowerTM and
the Wave Predictor.
Some of the key achievements from
the past financial year include the Blue
Economy CRC Mooring Tensioner Project, the
Hewlett Packard Enterprise Collaboration
Agreement, the Microsoft AI for Earth grant,
and achieving our new debt free status.
Since fiscal year end, the successful sale of
the legacy Gold Royalty and securing Blue
Economy CRC funding for the MoorPowerTM
Project have been key accomplishments
which will support and feature in our new
roadmap.
The Team’s primary focus continues to be
delivering a cost-competitive and technically
viable CETO digital design and model to
be commercialised for the benefit of our
stakeholders. Nonetheless, every large
opportunity comes with challenges. Solar
and wind will become more and more
competitive as the world transitions into a
fully renewable energy environment. There
are also new and existing wave energy
companies that are competing for funding
and commercialisation partners. Carnegie
is in an advanced position technically and
enabling the commercial roll out of wave
energy technologies will be our biggest
challenge and opportunity.
On behalf of the Carnegie Clean Energy (CCE)
team and my fellow directors, I am pleased
to provide an overview of Carnegie’s progress
over the past financial year 2021.
Our “vision” is to be the most successful
ocean energy company on Earth and our
“purpose” is to harness ocean energy to make
the world more sustainable. Our company
has made significant progress over the year.
We are better positioned for the future with
the elimination of debt and adequate cash
to sustain R&D and commercial development
well into the next financial year. The Team’s
primary focus is our proprietary CETO
technology, whilst in parallel we are also
expanding with the development of new and
exciting complementary spin-off product
opportunities.
Over the past year, shareholders received
CCE’s Digital Development Pathway progress
updates and significant advancements have
been made despite some of the milestones
being currently behind schedule. The
4
Carnegie Clean Energy Our company has made significant progress over
the year. We are better positioned for the future
with the elimination of debt and adequate cash
to sustain R&D and commercial development well
into the next financial year.
Over the coming year, Carnegie will further
develop the commercial plans and required
resources to address future needs and
deliver on expectations. Based on my
personal involvement over the last year the
Team has a solid strategy, is focused on the
right areas for growth, has made excellent
connections with funders, supporters
and partners, and is preparing a new and
improved roadmap to reach commercial
success. The plan and milestones will be
communicated soon, and shareholders will
continue to receive regular progress updates
over the coming year.
The Digital Development Strategy continues
to facilitate our ability to maintain a
simplified and easy to manage balance sheet.
The Team continues to manage shareholder
funds both frugally and responsibly. At year
end, the company had approximately $3.6m
in the bank, and $4.4m as of September 30,
2021. Importantly, the company achieved
debt-free status over the year and has
some revenues from the Garden Island
facility, which came back on-line in January
2021. We also continue to secure external
funding to offset the near-term requirement
for shareholders funds. Wave energy
technical and commercial development
requires funding, and the team continued
to successfully identify, develop and secure
sources of non-debt funding over the past
year. Additional non-debt funding support is
targeted for the coming year.
that have leveraged from what we have
invested in and learned from, our continued
development and improvement of CETO.
Carnegie’s corporate culture continues to
focus on utilising cutting edge innovation
to commercialise our intellectual property
while achieving more for less and working
within a frugal, efficient and collaborative
environment.
The Carnegie Team and Board continue to be
committed to achieving commercialisation
of our products and delivering value to our
shareholders while making the world more
sustainable. My fellow directors, Anthony
Shields, Mike Fitzpatrick and Grant Mooney
are all committed to success. Carnegie’s CEO,
Jonathan Fiévez, continues to successfully
lead, challenge and motivate the Team to
deliver on key technical and commercial
milestones while working to successfully
navigate and adapt to the new COVID-19
business environments.
On behalf of my fellow Directors and the
Team, please accept our gratitude for your
continued support. I look forward to the
coming year and to presenting Carnegie’s
progress and prospects for the future at
the upcoming AGM and in subsequent
communications and shareholder meetings.
Over the year, we also have developed new
potential spin-off products and technologies
Terry Stinson
Chairman
5
Annual Report 2021 Carnegie Clean Energy
02
Company Overview
Our Purpose
We harness ocean
energy to make
the world more
sustainable.
Our Vision
To be the most
successful ocean
energy company on
Earth.
Team
Carnegie maintains a lean team dedicated to
the commercialisation of Carnegie’s products.
Our team includes world class engineers
and scientists with a passion for technology,
renewable energy and sustainability and is
guided by our core values:
• Resilient
• Creative
• Aware
• Individuality
• Teamwork
Carnegie Clean Energy (ASX: CCE) is an ASX
listed technology company focused on the
development and commercialisation of our
proprietary CETO wave energy technology
and new related products including
MoorPowerTM and the Wave Predictor.
Carnegie is headquartered in Fremantle,
Western Australia but our reach
is international with subsidiaries in the UK
and Ireland.
Over the past year, Carnegie has been busy
implementing technical advancements
and intelligent control to reduce the cost
and increase the performance of the
CETO technology in order to maximise the
commercial attractiveness of this tried and
tested technology. The team has also been
actively exploring opportunities to spin-off
components and associated technologies
which enhance Carnegie’s technology offering
and fit within Carnegie’s vision and mission.
6
Annual Report 2021
Carnegie’s intellectual property, embedded
in these products, provides the potential to
revolutionise marine renewable power, deliver
innovative solutions to ocean industries and
support global efforts towards decarbonisation.
The CETO and MoorPowerTM products
are wave energy converters (WECs)
which capture energy in ocean waves
and convert it into zero-emission
electricity suitable for a variety
of different markets. Carnegie’s
intellectual property, embedded in
these products, provides the potential
to revolutionise marine renewable
power, deliver innovative solutions to
ocean industries and support global
efforts towards decarbonisation.
Carnegie is pleased to have expanded its
technology portfolio over the last year to now
include:
CETO®
CETO is an advanced wave energy system suitable
for a wide range of remote and utility scale
markets globally.
MoorPowerTM
MoorPowerTM is an integrated wave energy system
for offshore demand applications such as offshore
aquaculture.
Wave Predictor
Carnegie’s Wave Predictor is capable of precisely
predicting upcoming waves using a proprietary
machine learning algorithm. This enables intelligent
control for wave energy converters and is also
suitable for other applications beyond the wave
energy industry.
7
03
Global
Context
The World is moving away from reliance
on traditional fossil fuels and towards
diversified clean energy portfolios that
decarbonise the entire energy system.
Wave energy is an untapped renewable
resource that has an important role
to play in this global energy system
transition.
Wave energy has the benefits of
consistency and predictability which
allow it to firm up more variable
renewables like solar and wind, and
requiring less energy storage. In some
places, wave may be the only renewable
energy that is practical, such as
mountainous or heavily forested islands.
Carnegie is set to take advantage of this
global movement towards renewable
energy and decarbonisation with our
growing suite of products.
Key trends demonstrating the
potential for wave energy
1. Increased demand
for electricity:
The global population is forecast to
increase nearly 34% by 2050 to 9.47
billion and there is expected to be a 45%
rise in global energy demand with much
of the world’s populations and energy
requirements close to the coast.
4. Demand for renewables:
Renewables are replacing coal and gas
generated electricity. Even the largest
traditional oil & gas entities globally are
investing in renewable power projects.
Wave energy is consistent and predictable
and can support other more variable
renewables in an energy portfolio.
United Nation’s Sustainable Development Goals
As a company, Carnegie is
committed to supporting
and delivering progress
on the United Nation’s
Sustainable Development
Goals (SDGs).
8
Carnegie Clean Energy 2. Climate:
Climate change is driving the need to
decarbonise every aspect of the economy.
Governments worldwide are committing
to zero carbon and this requires solutions
for every aspect of modern energy
consumption.
3. Corporate environmental,
social and governance (ESG):
Increased focus on sustainability in
business is driving ESG reporting by
businesses and changing investor
behaviours to increasingly value socially
conscious investments.
5. Blue Economy:
Growing recognition of the value of the
Blue Economy. Ocean related industries
contribute more than $1.5 trillion in value
added to the overall economy each year.
The MoorPowerTM product is specifically
targeted at Blue Economy applications.
6. Learning rates
reduce energy cost:
Established renewable energy sectors like
wind and solar have demonstrated and
proven viable cost reduction pathways
which the wave energy sector will follow.
9
Annual Report 2021 04
Market
Wave energy is renewable, predictable,
abundant and geographically distributed.
Whilst exact estimates of the size of the
global wave energy resource vary, all agree
that there is a significant market opportunity
waiting to be captured.
Early target market opportunities for the
CETO technology are remote islands, off-grid
locations, and offshore demand applications
such as the offshore aquaculture sector.
These markets often have high energy costs,
rely on diesel generation and in many cases
have limited access to other renewable
energy sources.
The largest target market for CETO
comprises the global utility scale electricity
markets. The timing of wave energy roll out
in these markets will depend on the level
of support for the emerging wave energy
sector and the cost reductions achieved as
the sector grows and matures. The wave
energy industry is expected to reach learning
and growth rates in line with previously
developed energy technologies such as solar
PV and offshore wind.
05
Business Plan
Carnegie’s strategic business plan supports
our vision and mission and aims to maximise
value from our products to ultimately
increase operational revenue and generate
sustainable profit. The business plan includes
5 strategic themes:
1. Create Unique Competitive Products:
Develop wave energy technology and IP
that drives Carnegie’s position as the most
successful ocean energy company and
preferred partner to project developers.
2. Build a Market for Wave Energy: Create
demand for wave energy through market
intelligence, education and increasing
awareness of the wave energy potential
worldwide.
3. Foster the Carnegie Ecosystem:
Drive success of Carnegie’s wave
energy technology through fostering a
collaborative network and developing key
partnerships.
4. Secure Financial Stability: Secure long-
term financial sustainability through
a focus on technology realisation and
commercialisation in a lean operating
environment.
5. Cultivate an Aligned and High Performing
Team: Ensure Carnegie has the skills,
culture and capability required to deliver
on its business plan and strategic
initiatives.
10
Carnegie Clean Energy Products
1. CETO
2. MoorPower
3. Wave Predictor
11
06 Annual Report 2021 Carnegie Clean Energy
CETO
CETO is designed to be deployed in wave energy
arrays producing clean, renewable electricity for
markets ranging from offshore infrastructure and
small remote island microgrids to large utility
scale grids around the world.
The CETO system is a fully submerged, point absorber type
wave energy technology affording minimal visual impact
from shore. A submerged buoy sits a few metres below the
surface of the ocean and moves with the ocean’s waves.
This orbital motion drives a Power Take-Off (PTO) system
that converts the wave motion into grid-ready electricity.
Over the past two years, Carnegie has undertaken a
portfolio of R&D innovations that are delivering significant
reductions in cost and improvements in the performance
of CETO. For instance, the advanced controllers in
development are already demonstrating significant
improvements in performance which support reduced costs.
These high impact innovations led by Carnegie have also
brought in strategic partners and contractors to provide
additional expertise and develop future opportunities.
12
Named after a Greek sea
goddess, Carnegie’s CETO
wave energy technology
offers the potential to
revolutionise marine
renewable power and deliver
carbon reduction through the
use of wave energy which can
complement other renewable
energy technologies.
Annual Report 2021
Innovations introduced into the
CETO system
• Intelligent wave energy control
• A rotary electric power take-off (PTO) system
• Optimised hydrodynamics and multi-moored architecture
Over the next year, the development efforts will continue
along a new pathway which progresses the technology
towards detailed design for the first project deployment of
the new intelligent CETO technology. This detailed design
work will ensure that the benefit of the innovations developed
over the past two years are fully captured and implemented
in the CETO commercialisation pathway into the future.
CETO Advantages
• No Visual Impact – fully submerged and invisible from
shore
• Developed & Tested – over 10 years of onshore, tank and
tens of thousands of hours of in-ocean testing
• Flexible – operates in a variety of water depths, swell
directions, tides and seafloor conditions
• Storm Survivability – fully submerged & extreme wave
mitigation system
• Security – provides emissions free sustainable energy and
water security to countries & islands
• Scalable – modular array design
• Clean – minimal environmental impact, co-exists with and
encourages marine life
• Desalination – zero-emission freshwater co-production
allows pseudo energy storage
13
Carnegie Clean Energy
MoorPower
MoorPowerTM is a spin-off wave
energy technology that utilises
CETO IP but is designed for
integration into floating offshore
structures such as feeding barges
in the aquaculture sector.
As the aquaculture sector moves operations
further offshore, they no longer have access
to shore-based power, and so energy
intensive offshore aquaculture operations
such as feeding barges are reliant on diesel
generators with many associated costs,
risks and carbon emissions. This is also
true of many moored vessels across the
blue economy and therefore provides an
opportunity for Carnegie to offer a new
solution to the challenge of securing clean
and reliable energy.
The first market for this product would be
aquaculture barges and vessels that require
energy for electrical loads operating offshore.
Carnegie’s new wave power product addresses
the challenge of securing clean and reliable
energy and replaces the diesel generation that
would otherwise be required.
MoorPowerTM
Scaled
Demonstrator
Project Partners
14
Over the next 2 years,
Carnegie will design, build
and operate a scaled
demonstrator of the
MoorPowerTM product just
offshore from Carnegie’s
office and research facility in
North Fremantle.
Annual Report 2021
The vision for MoorPowerTM was launched at a Blue
Economy Cooperative Research Centre conference in
early 2021. The concept and vision for MoorPowerTM
grew out of engagement with stakeholders in the
BE CRC including key aquaculture companies and
their technology providers, ensuring that Carnegie
understood their requirements, constraints and
challenges.
Over the course of the past year, the team developed
a roadmap to bring the MoorPowerTM product from
a concept to market adoption. The first step in this
roadmap and the formal launch of MoorPowerTM
occurred in October 2021, when Carnegie announced
the MoorPowerTM - Scaled Demonstrator Project which
will take MoorPowerTM from concept to an operating
prototype.
Over the next 2 years, Carnegie will design, build and
operate a scaled demonstrator of the MoorPowerTM
product just offshore from Carnegie’s office and
research facility in North Fremantle. This will be
delivered with the support of funding from the Blue
Economy Cooperative Research Centre and close
collaboration with a consortium of partners including
two of Australia’s largest aquaculture companies,
Huon and Tassal, and leading academic and industry
partners. Additional aquaculture technology providers,
such as companies that build feeding barges, are
also supportive of this project. Carnegie will continue
engaging with key stakeholders to advance the
technical and commercial roadmap for MoorPowerTM.
Following the scaled demonstrator, the next step
in the product roadmap will be the integration of
MoorPowerTM into an operating environment, likely to
be in Tasmania with our Blue Economy partners.
15
Carnegie Clean Energy
Wave
Predictor
Carnegie’s Wave Predictor is a locally developed
but globally marketable product that can predict
ocean waves up to minutes into the future, before
they impact the shore, a structure, or a wave
energy converter. From increasing the safety of rock
fishing and critical offshore operations, through to
increasing the efficiency of wave energy converters,
wave prediction has a huge potential across a
number of ocean industry sectors.
The Wave Predictor uses Carnegie’s proprietary machine
learning algorithm. For wave energy converters like CETO,
this provides data that can be used to determine the forces
that will be applied to the device into the future and enables
intelligent controllers which can optimise performance and
significantly reduce costs.
For other applications such as offshore lifting, personnel
transfers and rock fishing, the knowledge of upcoming
waves from the Wave Predictor can improve safety. Other
ocean users would also benefit from the Wave Predictor for
other safety, leisure and research purposes.
16
The Wave Predictor has
potential applications in wave
energy and beyond, including
improving safety of personnel
transfers
(right and bottom).
An animated view of Carnegie’s
Wave Predictor (centre).
Annual Report 2021
The Wave Predictor leverages the power of artificial
intelligence to make accurate second-by-second
predictions of the precise shape and timing of waves.
It is based on deep learning, a branch of Artificial
Intelligence which uses artificial neural networks,
the architecture of which is inspired by that of the
human brain, to learn relationships between complex
phenomena.
The Wave Predictor utilises data captured from nearby
wave buoys to feed into the prediction algorithm and
predict waves to a high level of accuracy. This exciting
product, originally developed to support Carnegie’s
intelligent controllers and respond to the needs of the
wave energy industry, also has several other market
applications. Through the development process, the
company identified opportunities to simplify, reduce
the cost, and increase the reliability of its wave
predictor. By moving from reliance on in-ocean-wave-
sensors to shore or platform-based cameras or radar
to generate input, the Wave Predictor can serve an
even wider range of markets.
In addition to continuing to improve the Wave
Predictor for the CETO intelligent controllers, the
team is also working to enable the Wave Predictor to
utilise input from other data sources making it low
cost, easy to install and easy to maintain for many
market applications.
17
07
Partnerships and
Collaborations
Carnegie is pleased to work with a range of
world-class academic and industrial partners
around the world to enhance and improve
CETO subsystems with impacts being
delivered rapidly. These collaborations also
explore longer term opportunities intended to
deliver future cost reduction improvements
along the technology commercialisation
pathway. Direct collaborations are
undertaken with key partners individually or
in consortium projects, a selection of which
are described here.
Hewlett Packard Enterprise
Carnegie and Hewlett Packard Enterprise
Company (HPE), the multinational enterprise
information technology company with a
market cap of USD$19.2 billion, are working
collaboratively to develop a reinforcement
learning based controller for the CETO wave
energy technology. The work complements
the artificial intelligence development
underway at Carnegie and supports
Carnegie’s efforts to develop controllers that
maximise the performance and minimise cost
of the CETO technology.
Hewlett Packard Labs is contributing their
reinforcement learning (RL) expertise and
computational resources to the project,
working alongside Carnegie’s team, which is
already developing a number of intelligent
controllers for the CETO technology.
Reinforcement learning is an area of artificial
intelligence in which a machine learning
model is built with the ability to self-learn.
While the intelligent controller currently
under development has to optimise the
device’s response for every wave (using ML
models within the optimisation), the RL
18
Carnegie Clean Energy Hewlett Packard Labs is working with Carnegie
Clean Energy to use AI to harness the power
of the ocean waves for renewable energy
production – Antonio Neri, Hewlett Packard Enterprise CEO
controller has the ability to directly learn and
apply the optimum response to predicted
waves, during operation. The RL controller,
which comes pre-loaded with a simple
control scheme, explores away from this
reference using the concept of reward to
identify and learn improved control actions.
Blue Economy Cooperative
Research Centre (BE CRC)
The BE CRC is coordinating a more than
$300m programme to advance Australia’s
blue economy in the areas of seafood
production, marine renewable energy and
offshore engineering.
In late 2020, the BE CRC awarded $850,000
of grant funding to support the Mooring
Tensioner for Wave Energy Converters
(MoTWEC) Project, a $1.6 million project
led by Carnegie. This ongoing Project is
designing and testing the Mooring Tensioner
including coupon/material testing and scale
prototype testing. The Mooring Tensioner
is a novel component which helps to
unlock the potential of rotary power take
off systems for wave energy converters. It
also may have broader applications in the
marine sector.
In October 2021, Carnegie and the BE
CRC launched the MoorPowerTM – Scaled
Demonstrator Project which will design,
install and operate a scaled prototype
in waters off Carnegie’s research facility
in North Fremantle, Western Australia.
This $3.4m project will be delivered by a
strong project team including Carnegie,
Huon, Tassal, DNV, Advanced Composite
Structures Australia, AMC Search,
University of Tasmania, University of
Queensland and ClimateKIC/Australian
Ocean Energy Group. The project will
receive $1.3m of cash support from the
BE CRC, $265,000 of cash support from
Carnegie with the balance ($1.8m) provided
in-kind by the project partners.
Joint Industry Project – Belt
Development
Carnegie and fellow wave developers,
CalWave Power Technologies, Marine Power
Systems (MPS), and Oscilla Power are
undertaking a Joint Industry Project (JIP)
to advance an innovative belt design that
will support the commercialisation of rotary
PTO systems for CETO like wave energy
converters. Recognising that many developers
pursuing rotary PTOs face similar challenges,
Carnegie brought together a consortium of
wave developers to utilise an open innovation
approach to collaboratively advance the
development of the belt. Through the JIP,
the partners are sharing knowledge and
advancing the belt technology together
including sharing the cost of input from
specialist engineering contractors.
Academic and Research
Institution Partners
Carnegie is pleased to be involved in
several productive collaborations with
valued research partners across Australia
and internationally including the University
of Adelaide, CSIRO, University of Western
Australia, University of Queensland,
University of Tasmania and Wave Energy
Scotland. In collaboration with Australian
academic partners, Carnegie accesses the
world class supercomputing resources and
know-how at the Pawsey Supercomputing
Centre in Western Australia.
19
Annual Report 2021 Industry Association
Memberships and Representation
In addition to our direct collaborations,
Carnegie also engages with the wider
offshore energy industry and benefits from
other advancements without having to fund
the research. For instance, the foundation,
dynamic and export electrical cables,
biofouling and grid connection subsystems
are examples that are undergoing well-
funded development and cost reduction
thanks to demands from other industries
such as offshore wind and tidal energy.
Carnegie can benefit from this but also has a
library of designs and a wealth of experience
in these subsystems from previous projects.
Engagement with the wider offshore
energy industry also occurs via Carnegie’s
membership in industry associations such
as Ocean Energy Europe and the Australian
Ocean Energy Group.
The Australian Ocean Energy Group (AOEG)
is an industry led cluster formed to facilitate
collaboration throughout the wave and
tidal energy industry. Carnegie is a founding
member and active participant in this
cluster. AOEG’s mission is to accelerate the
commercialisation of Australia’s ocean energy
as the next frontier in low carbon generating
capacity and add ocean energy to Australia’s
energy resource mix.
Ocean Energy Europe (OEE) is the largest
network of ocean energy professionals
in the world and very actively represents
the interests of Europe’s ocean energy
sector. Carnegie is one of over 120 member
organisations which includes Europe’s
leading utilities, industrialists and research
institutes. Ocean Energy Europe’s mission
is to create a strong environment for the
development of ocean energy, improve
access to funding, and enhance business
opportunities for its members. To achieve
this, OEE engages with the European
Institutions (Commission, Parliament,
Council, EIB, etc.), and national ministries on
policy issues affecting the sector.
Australia is a full member of the IEC TC
114 – the International Electrotechnical
Commission’s Technical Committee on
marine energy. This international committee
is developing international standards for
marine energy covering wave, tidal and other
water current converters.
Carnegie’s Chief Technology Officer,
Alexandre Pichard, was selected as an
industry representative for the Australian
mirror committee. Carnegie is pleased to
support Australia’s voice in the development
of standards for wave energy converters
worldwide.
20
Carnegie Clean Energy 08
Garden Island Microgrid
Carnegie returned the
system back to production
during the year. At the end
of the financial year, the
system had produced over
3 GWh avoiding over 2,000
tonnes of CO2.
Carnegie is the owner of the Garden Island
Microgrid (GIMG), located on HMAS Stirling
in Western Australia, and delivering clean
renewable energy to the Department
of Defence under an Electricity Supply
Agreement.
The GIMG system is comprised of:
• 2MW Solar PV array
• 2MW/0.5MWh Battery Energy Storage
System
• A connection point available for future
connections of wave energy technologies
deployed at Carnegie’s offshore lease
area off Garden Island. This offshore
wave lease area was the site of Carnegie’s
previous Perth Wave Energy Project and
benefits from the previous infrastructure
investments made.
Following a temporary disconnection for
several months due to the Department
of Defence’s base-wide electrical system
upgrade on HMAS Stirling, Carnegie returned
the system back to production during the
year. At the end of the financial year, the
system had produced over 3 GWh avoiding
over 2,000 tonnes of CO2.
21
Annual Report 2021 09
Additional Information
Additional information required by the Australian Stock Exchange Limited Listing Rules and
not disclosed elsewhere in this report. The information was prepared based on share registry
information processed up to 17 September 2021.
Spread of Holdings
Number of holders of Ordinary Shares
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
256
502
785
4,297
7,337
Number of Holders: 13,117
Number of Shareholders holding less than a marketable parcel: 7,992
Substantial Shareholders
Shareholder Name
Citicorp Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
BNP Paribas Nominees Pty Ltd ACF Clearstream
Number of Shares
1,290,960,865
1,134,953,933
999,869,606
%
8.66%
7.62%
6.71%
Voting Rights: All ordinary shares carry one vote per share without restriction. Options for
ordinary shares do not carry any voting rights.
Statement of Quoted Securities: Listed on the Australian Stock Exchange are 14,902,573,710
fully paid shares. All ordinary shares carry one vote per share without restriction. Options for
ordinary shares do not carry any voting rights.
Company Secretary: The name of the Company Secretary is Grant Jonathan Mooney.
Registered Office: The registered office is at 21 North Mole Drive, North Fremantle WA 6169.
The telephone number is (08) 6168 8400.
22
Carnegie Clean Energy Twenty Largest Holders of each Class of Quoted Equity Securities
Ordinary Fully Paid Shares
Shareholder Name
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
BNP Paribas Nominees Pty Ltd ACF Clearstream
Merrill Lynch (Australia) Nominees Pty Limited
BNP Paribas Noms Pty Ltd
Dawnray Pty Ltd
Mr Grant Jonathan Mooney
Richcab Pty Limited
Daws & Son Pty Ltd
Eminent Holdings Pty Ltd
Fraser Investment Holdings Pty Ltd
Mr Barry Leslie Ramsay
GFSF Super Pty Ltd
Cathben Pty Ltd
Mr Carl Gianatti & Mrs Margaret R Gianatti
Dowling Properties Pty Ltd
Atua Pty Ltd
N & C Watts Super Pty Ltd
Mapu Pty Ltd
Hirsch Financial Pty Ltd
TOTAL
Number of
Shares
Percentage
of Capital
1,290,960,865
1,134,953,933
999,869,606
520,243,887
512,289,792
402,863,636
350,000,000
202,863,636
178,572,000
100,000,000
96,325,162
74,000,000
70,000,000
69,595,205
64,641,940
60,000,000
52,119,405
50,000,000
46,119,405
41,305,000
8.66%
7.62%
6.71%
3.49%
3.44%
2.70%
2.35%
1.36%
1.20%
0.67%
0.65%
0.50%
0.47%
0.47%
0.43%
0.40%
0.35%
0.34%
0.31%
0.28%
6,316,723,472
42.39%
Holders of Securities in an Unlisted Class
Options issued under Employee Incentive Plan (Management and Staff)
Optionholder Name
Management & Staff (Various)
Management & Staff (Various)
Jonathan Fievez
Terry Dewayne Stinson
Jonathan Fievez
Option
Code
CCEAO
CCEAU
CCEAO
CCEAS
CCEAL
Number of
Options
Exercise
Price $
Expiry
Date
75,500,000
0.0020
20-Jul-22
16,000,000
0.0036
15-Sep-23
100,000,000
0.0020
20-Jul-22
85,000,000
0.0030 25-Nov-23
10,000,000
0.0160
10-Oct-21
23
Annual Report 2021 Holders of Securities in an Unlisted Class
Options
Optionholder Name
Option
Code
Number of
Options
Exercise
Price $
Expiry
Date
Asymmetric Credit Partners Pty Ltd
CCEAN
250,000,000
0.00125
28-Oct-24
Eminent Holdings Pty Ltd
CCEAQ
520,000,000
0.00150
3-Feb-24
HFM Investments Pty Ltd
CCEAM
460,000,000
0.00150
28-Oct-22
HFM Investments Pty Ltd
CCEAT
460,000,000
0.00150
23-Mar-24
Log Creek Pty Ltd
Log Creek Pty Ltd
CCEAM
400,000,000
0.00150
28-Oct-22
CCEAT
400,000,000
0.00150
23-Mar-24
Asymmetric Credit Partners Pty Ltd
CCEAR
200,000,000
0.00150
24-Feb-24
Dawnray Pty Ltd ATF The HWBL
Superannuation Fund
Dawnray Pty Ltd ATF The HWBL
Superannuation Fund
CCEAM
200,000,000
0.00150
28-Oct-22
CCEAR
200,000,000
0.00150
24-Feb-22
Eminent Holdings Pty Ltd
CCEAP
200,000,000
0.00150
12-Jan-24
Richcab Pty Ltd
Richcab Pty Ltd
CCEAM
200,000,000
0.00150
28-Oct-22
CCEAR
200,000,000
0.00150
24-Feb-24
Asymmetric Credit Partners Pty Ltd
CCEAM
140,000,000
0.00150
28-Oct-22
Citicorp Nominess Pty Limited
CCEAK
25,000,000
0.06000
8-Feb-23
Wolf Capital Pty Ltd
CCEAK
6,250,000
0.06000
8-Feb-23
Chris Dale
CCEAK
3,750,000
0.06000
8-Feb-23
24
Carnegie Clean Energy Financial Report
for the Year Ended
30 June 2021
Carnegie Clean Energy Limited
ABN 69 009 237 736 and
Controlled Entities
25
10 Annual Report 2021 CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
The Directors present their report on Carnegie Clean Energy Limited ("the Company", or “Carnegie”) and its
controlled entities, ("the Group") for the financial year ended 30 June 2021.
DIRECTORS
The Directors of the Company in office at any time during or since the end of the financial year are:
Terry Stinson B.Bus Admin (Magnum Cum Laude) (Chairman) – appointed 15 November 2017
Mr Stinson has over 30 years of executive leadership experience with innovation companies globally. He was
formerly the Chief Executive Officer and Managing Director of Orbital Corporation Ltd (resigned as a director 18
November 2019). He was previously also a Vice President and General Manager at Siemens AG responsible for
overseeing an international business across multiple sites, over 1,200 staff and delivering sales in excess of US
$300m p.a. Mr Stinson was also previously CEO and MD at Synerject, VP Manufacturing OMC, Director
Advanced R&D Product and Process Mercury Marine, division of Brunswick Corp, Project Engineer LT-5 Corvette
engine, USA SME 1990 Young Engineer of the Year, and leadership positions supporting various international
ventures with Yamaha, Honda, Chrysler, Penske and others. Mr Stinson is a Non-Executive Director of 3D metal
printing technology company Aurora Labs Limited (appointed 26 February 2020) and is also Non-Executive
Chairman of Talga Group Ltd since 9 February 2017.
Michael Fitzpatrick B.Eng (Hons), B.A (Hons), M.A (Oxon) (Non-Executive Director) – appointed 28 November
2012
Mr Fitzpatrick has over 40 years in the financial services sector. He is a past Chairman of the Pacific Current
Group (formerly Treasury Group Limited) as well as the Australian Football League. He also holds several Non-
Executive directorships, including Infrastructure Capital Group and Latam Autos Limited.
In 1994 Mr Fitzpatrick founded Hastings Funds Management Ltd (‘Hastings’), the pioneering infrastructure asset
management company where he was Managing Director until he sold his interest in 2005. Hastings was then one
of the largest managers of infrastructure and alternative assets in Australia (including infrastructure, high yield
debt, private equity and timberland) managing investments of approximately A$3.8 billion. Mr Fitzpatrick was a
Director of several of Hastings’ managed investments, including Pacific Hydro Limited, Global Renewables
Limited, Utilities of Australia, Australian Infrastructure Fund and Australia Development Group Pty Ltd (the holding
company of Perth Airport).
Mr Fitzpatrick is a former Chairman of Victorian Funds Management Corporation, and the Australian Sports
Commission, a former Director of Rio Tinto Limited and Rio Tinto plc, a former member of the Melbourne Park
Tennis Centre Trust, a former Director of the Carlton Football Club and a former Director of the Walter & Eliza
Hall Institute of Medical Research.
Mr Fitzpatrick has a Bachelor of Engineering with Honours from the University of Western Australia and a
Bachelor of Arts with Honours and a Masters of Arts from Oxford University where he was the 1975 Rhodes
Scholar from Western Australia.
Grant Mooney B.Bus, CA (Non-executive Director and Company Secretary) – appointed 19 February 2008
Mr Mooney is the principal of Perth-based corporate advisory firm Mooney & Partners, specialising in corporate
compliance administration to public companies. Mr Mooney has gained extensive experience in the areas of
corporate and project management since commencing Mooney & Partners in 1999. His experience extends to
advice on capital raisings, mergers and acquisitions and corporate governance. Currently, Mr Mooney serves as
a Director to several ASX listed companies across a variety of industries including technology and resources.
He is a Director of Gibb River Diamonds Limited, appointed 14 October 2008, Barra Resources Limited, appointed
29 November 2002, Accelerate Resources Limited, appointed 1 July 2017, Talga Group Limited, appointed 20
February 2014, Aurora Labs Limited appointed 25 March 2020 and Riedel Resources Limited appointed 31
October 2018. Mr Mooney is also a member of Chartered Accountants Australia and New Zealand.
26
3
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
The Directors present their report on Carnegie Clean Energy Limited ("the Company", or “Carnegie”) and its
Anthony Shields B.Bus (Non-Executive Director) - appointed 25 November 2019
controlled entities, ("the Group") for the financial year ended 30 June 2021.
DIRECTORS
The Directors of the Company in office at any time during or since the end of the financial year are:
Terry Stinson B.Bus Admin (Magnum Cum Laude) (Chairman) – appointed 15 November 2017
Mr Stinson has over 30 years of executive leadership experience with innovation companies globally. He was
formerly the Chief Executive Officer and Managing Director of Orbital Corporation Ltd (resigned as a director 18
November 2019). He was previously also a Vice President and General Manager at Siemens AG responsible for
overseeing an international business across multiple sites, over 1,200 staff and delivering sales in excess of US
$300m p.a. Mr Stinson was also previously CEO and MD at Synerject, VP Manufacturing OMC, Director
Advanced R&D Product and Process Mercury Marine, division of Brunswick Corp, Project Engineer LT-5 Corvette
engine, USA SME 1990 Young Engineer of the Year, and leadership positions supporting various international
ventures with Yamaha, Honda, Chrysler, Penske and others. Mr Stinson is a Non-Executive Director of 3D metal
printing technology company Aurora Labs Limited (appointed 26 February 2020) and is also Non-Executive
Chairman of Talga Group Ltd since 9 February 2017.
Michael Fitzpatrick B.Eng (Hons), B.A (Hons), M.A (Oxon) (Non-Executive Director) – appointed 28 November
2012
Mr Fitzpatrick has over 40 years in the financial services sector. He is a past Chairman of the Pacific Current
Group (formerly Treasury Group Limited) as well as the Australian Football League. He also holds several Non-
Executive directorships, including Infrastructure Capital Group and Latam Autos Limited.
In 1994 Mr Fitzpatrick founded Hastings Funds Management Ltd (‘Hastings’), the pioneering infrastructure asset
management company where he was Managing Director until he sold his interest in 2005. Hastings was then one
of the largest managers of infrastructure and alternative assets in Australia (including infrastructure, high yield
debt, private equity and timberland) managing investments of approximately A$3.8 billion. Mr Fitzpatrick was a
Director of several of Hastings’ managed investments, including Pacific Hydro Limited, Global Renewables
Limited, Utilities of Australia, Australian Infrastructure Fund and Australia Development Group Pty Ltd (the holding
company of Perth Airport).
Mr Fitzpatrick is a former Chairman of Victorian Funds Management Corporation, and the Australian Sports
Commission, a former Director of Rio Tinto Limited and Rio Tinto plc, a former member of the Melbourne Park
Tennis Centre Trust, a former Director of the Carlton Football Club and a former Director of the Walter & Eliza
Hall Institute of Medical Research.
Scholar from Western Australia.
Grant Mooney B.Bus, CA (Non-executive Director and Company Secretary) – appointed 19 February 2008
Mr Mooney is the principal of Perth-based corporate advisory firm Mooney & Partners, specialising in corporate
compliance administration to public companies. Mr Mooney has gained extensive experience in the areas of
corporate and project management since commencing Mooney & Partners in 1999. His experience extends to
advice on capital raisings, mergers and acquisitions and corporate governance. Currently, Mr Mooney serves as
a Director to several ASX listed companies across a variety of industries including technology and resources.
He is a Director of Gibb River Diamonds Limited, appointed 14 October 2008, Barra Resources Limited, appointed
29 November 2002, Accelerate Resources Limited, appointed 1 July 2017, Talga Group Limited, appointed 20
February 2014, Aurora Labs Limited appointed 25 March 2020 and Riedel Resources Limited appointed 31
October 2018. Mr Mooney is also a member of Chartered Accountants Australia and New Zealand.
Mr Shields is the Managing Director of Asymmetric Investment Management Fund Pty Ltd (Asymmetric), a Perth-
based investment manager specialising in private debt, venture capital and risk management. He also sits on a
number of other non-listed company boards both in Executive and Non-Executive capacities (Asymmetric
Investment Management, Source Certain International, NWQ Capital and Old Perth Port). Prior to Asymmetric,
Mr Shields established and managed an investment portfolio for a family office in Perth, Western Australia. He
currently sits on the investment committee of Canci Group advising on investment strategy and portfolio
management. Prior to his family investment roles, Mr Shields worked for Deutsche Bank in equity and derivatives
sales and trading, and for Macquarie Bank as an equity analyst and in institutional equity sales and trading.
At the date of this report, the direct and indirect interests of the Directors in the shares and options of the Company
were:
Terry Stinson (i)
Michael Fitzpatrick (ii)
Grant Mooney
Anthony Shields (iii)
ORDINARY
SHARES
19,700,000
1,021,535,417
350,000,000
636,985,492
OPTIONS
85,000,000
1,720,000,000
-
615,000,000
i. Mr Stinson has an interest in 19,700,000 ordinary shares and 85,000,000 options which are held by Terry
Stinson .
ii. Mr Fitzpatrick is a Director of Log Creek Pty Ltd and therefore is deemed to have an interest in 584,099,520
ordinary shares held by Log Creek Pty Ltd <88 Green Venture A/C>, and 437,435,897 ordinary shares and
800,000,000 options held by Log Creek Pty Ltd. Mr Fitzpatrick is a Director of HFM Investments Pty Ltd and
therefore is deemed to have an interest in 920,000,000 options held by HFM Investments Pty Ltd.
iii.
Mr Shields is a Director of Asymmetric Credit Partners Pty Ltd and therefore is deemed to have an interest in
636,985,492 ordinary shares and 615,000,000 options held by Asymmetric Credit Partners Pty Ltd.
COMPANY SECRETARY
Mr Grant Mooney held the position of company secretary during the financial year and to the date of this report.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was the development of the CETO Wave Energy Technology.
Mr Fitzpatrick has a Bachelor of Engineering with Honours from the University of Western Australia and a
Bachelor of Arts with Honours and a Masters of Arts from Oxford University where he was the 1975 Rhodes
OPERATING RESULTS
The net loss of the Group for the financial year ended 30 June 2021 was $931,845 which included a loss from
discontinued operations of $99,420. (2020: loss of $275,522, which included a profit from discontinued operations
of $1,536,861).
DIVIDENDS
The Directors do not recommend the payment of a dividend for the financial year ended 30 June 2021. No dividends
were paid during the financial year.
3
4
27
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REVIEW OF OPERATIONS
During the year to 30 June 2021, the Group’s activities included the following:
CETO Wave Energy Technology
The Carnegie team diligently progressed the CETO Digital Development Pathway, advancing key innovation
opportunities to improve the performance of CETO through greater energy capture, more efficient conversion
into electricity, higher system reliability, and reduction in capital and operating costs. Key progress was made
on Carnegie’s Intelligent Control products, advanced control and power take-off (PTO) system optimisation
and hydrodynamic simulations supporting the advancement of the CETO technology. Notably, advanced
control efforts are delivering significant improvements in CETO performance with analysis showing the suite
of advanced controllers currently achieving up to 27% more energy than the baseline CETO controller.
Carnegie developed and tested a machine learning based Wave Predictor capable of predicting waves at
least 30 seconds into the future. The Wave Predictor was validated in a wave tank testing campaign at the
Cantabria Coastal and Ocean Basin in Spain. In addition to being a standalone product for CETO and other
applications, the Wave Predictor development is a key step towards the creation of a new Intelligent Control
System for the CETO technology.
In March 2021, Carnegie launched its vision for a new product which is a spin-off from CETO that incorporates
aspects of Carnegie’s core CETO technology and know-how into a novel wave powered system for use in
offshore energy demand applications. The first market for this product would be aquaculture barges and
vessels that require energy for offshore operations. As the aquaculture sector moves further offshore into
highly energetic conditions, Carnegie’s new wave power product would address the challenge of securing
clean and reliable energy and replace the diesel generation otherwise required.
External funding and support have been awarded to the CETO development activities including:
o The Blue Economy Cooperative Research Centre (CRC) awarded $850,000 in funding to a Carnegie led
Mooring Tensioner for the Wave Energy Converters Project. The project is a collaboration with Advanced
Composite Structures Australia, University of Queensland and ClimateKIC representing the Australian
Ocean Energy Group to develop a novel Mooring Tensioner, a component of the PTO.
o Microsoft awarded Carnegie with an “AI for Earth” grant to support enhancements to Carnegie’s Wave
Predictor. As part of this Project, Microsoft is providing Carnegie with a sponsored Microsoft Azure
account and credits for Azure compute consumption up to USD$15,000.
Carnegie entered into new Collaboration Agreements to support the development of the CETO technology
including:
o Hewlett Packard Enterprise Company (HPE) and Carnegie signed a Collaboration Agreement to develop
a reinforcement learning based controller for CETO. This collaborative work is extending the artificial
intelligence development already underway at Carnegie by bringing in Hewlett Packard Labs’ significant
reinforcement learning expertise and computational resources.
o Oceantera, a project development company, and Carnegie signed a Collaboration agreement to explore
opportunities of mutual interest including investigating potential CETO project opportunities in South East
Asia or other mutually agreed locations, sharing knowledge and expertise and exploring collaborative
opportunities to use Carnegie’s Garden Island Microgrid to support development of the wave energy
industry.
o Wave energy developers Carnegie Clean Energy, CalWave Power Technologies, Marine Power Systems
(MPS) and Oscilla Power entered into a Collaboration Agreement to undertake a Joint Industry Project
to advance an innovative belt design that will support the commercialisation of rotary power take off
systems for CETO like wave energy converters.
o Carnegie was invited to join the IMPACT Project Technical Advisory Board to direct and guide the
European funded IMPACT Project (Innovative Methods for Wave Energy Pathways Acceleration through
Novel Criteria and Test Rigs). This project aims to accelerate testing device development and reduce
technology cost through the development of a Dual Hardware-In-The-Loop testing platform.
28
5
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REVIEW OF OPERATIONS
Garden Island Microgrid
During the year to 30 June 2021, the Group’s activities included the following:
Under Carnegie’s Power Supply Agreement, the Department of Defence purchases all of the power produced
by the Garden Island Microgrid.
CETO Wave Energy Technology
The Carnegie team diligently progressed the CETO Digital Development Pathway, advancing key innovation
opportunities to improve the performance of CETO through greater energy capture, more efficient conversion
into electricity, higher system reliability, and reduction in capital and operating costs. Key progress was made
on Carnegie’s Intelligent Control products, advanced control and power take-off (PTO) system optimisation
and hydrodynamic simulations supporting the advancement of the CETO technology. Notably, advanced
control efforts are delivering significant improvements in CETO performance with analysis showing the suite
of advanced controllers currently achieving up to 27% more energy than the baseline CETO controller.
Carnegie developed and tested a machine learning based Wave Predictor capable of predicting waves at
least 30 seconds into the future. The Wave Predictor was validated in a wave tank testing campaign at the
Cantabria Coastal and Ocean Basin in Spain. In addition to being a standalone product for CETO and other
applications, the Wave Predictor development is a key step towards the creation of a new Intelligent Control
System for the CETO technology.
In March 2021, Carnegie launched its vision for a new product which is a spin-off from CETO that incorporates
aspects of Carnegie’s core CETO technology and know-how into a novel wave powered system for use in
offshore energy demand applications. The first market for this product would be aquaculture barges and
vessels that require energy for offshore operations. As the aquaculture sector moves further offshore into
highly energetic conditions, Carnegie’s new wave power product would address the challenge of securing
clean and reliable energy and replace the diesel generation otherwise required.
External funding and support have been awarded to the CETO development activities including:
o The Blue Economy Cooperative Research Centre (CRC) awarded $850,000 in funding to a Carnegie led
Mooring Tensioner for the Wave Energy Converters Project. The project is a collaboration with Advanced
Composite Structures Australia, University of Queensland and ClimateKIC representing the Australian
Ocean Energy Group to develop a novel Mooring Tensioner, a component of the PTO.
o Microsoft awarded Carnegie with an “AI for Earth” grant to support enhancements to Carnegie’s Wave
Predictor. As part of this Project, Microsoft is providing Carnegie with a sponsored Microsoft Azure
account and credits for Azure compute consumption up to USD$15,000.
o Hewlett Packard Enterprise Company (HPE) and Carnegie signed a Collaboration Agreement to develop
a reinforcement learning based controller for CETO. This collaborative work is extending the artificial
intelligence development already underway at Carnegie by bringing in Hewlett Packard Labs’ significant
reinforcement learning expertise and computational resources.
o Oceantera, a project development company, and Carnegie signed a Collaboration agreement to explore
opportunities of mutual interest including investigating potential CETO project opportunities in South East
Asia or other mutually agreed locations, sharing knowledge and expertise and exploring collaborative
opportunities to use Carnegie’s Garden Island Microgrid to support development of the wave energy
industry.
o Wave energy developers Carnegie Clean Energy, CalWave Power Technologies, Marine Power Systems
(MPS) and Oscilla Power entered into a Collaboration Agreement to undertake a Joint Industry Project
to advance an innovative belt design that will support the commercialisation of rotary power take off
systems for CETO like wave energy converters.
o Carnegie was invited to join the IMPACT Project Technical Advisory Board to direct and guide the
European funded IMPACT Project (Innovative Methods for Wave Energy Pathways Acceleration through
Novel Criteria and Test Rigs). This project aims to accelerate testing device development and reduce
technology cost through the development of a Dual Hardware-In-The-Loop testing platform.
The system was temporarily disconnected in April 2020 due to Department of Defence infrastructure
upgrades on HMAS Stirling (unrelated to Carnegie’s system). This was expected and not within Carnegie’s
control. During the period of disconnection, Carnegie worked with Department of Defence and Defence
contractors to minimise the cost and impact of the disconnection and reconnection process.
Following completion of Department of Defence infrastructure upgrades, the system was reconnected in
December 2020 with normal operations resuming in January 2021.
Corporate
Carnegie received a research and development tax incentive cash rebate from the Australian Tax Office of
$749,938 in relation to eligible research and development expenditure incurred in the year ended 30 June
2019.
Carnegie achieved debt free status following the conversion of all the Convertible Notes (113 Convertible
Notes with a face value of $25,000 each for a total of $2.825 million) into fully paid ordinary shares.
Over the year, the exercise of unlisted options to the value of $1.47 million added to the Company’s cash
reserves, providing additional funding to deliver on the technology pathway.
Carnegie held its Annual General Meeting on 25 November 2020. All resolutions were passed on a poll.
Carnegie sold the gold royalty rights held by the Company over part of the Higginsville Gold Project in Western
Australia. The rights were sold to Karora Resources Limited for $1 million cash, which was received post year
end.
FINANCIAL POSITION
The net assets of the Group increased by $3.59 million from $17.86 million to $21.45 million as at 30 June 2021.
This is predominantly the result of the exercise of options and the conversion of the remaining $2.85 million of debt
notes into issued capital.
Carnegie entered into new Collaboration Agreements to support the development of the CETO technology
including:
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There has been no other significant change in the state of affairs of the Group to the date of this report.
SIGNIFICANT EVENTS SUBSEQUENT TO YEAR END
Carnegie sold the gold royalty rights held by the Company over part of the Higginsville Gold Project in Western
Australia. The rights were sold to Karora Resources Limited on 30 June 2021 for $1 million cash. Proceeds from
the sale of the gold royalty of $1 million were received on 1 July 2021.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Carnegie engaged an external consulting firm to update its strategic business plan including refreshing the
company’s vision, mission and detailed internal strategic focus areas and actions. The core components of the
business plan include articulation of Carnegie’s purpose, vision and goals and identification of the strategic themes,
initiatives and actions that Carnegie will undertake to achieve its ambitions.
ENVIRONMENTAL ISSUES
The Group is required to carry out its activities in accordance with the laws and regulations in the areas in which it
undertakes its activities. There have been no known significant breaches of these laws and regulations.
5
6
29
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
SHARE OPTIONS
At the date of this report, there were:
10,000,000 options outstanding in respect of unissued ordinary shares to the current Chief Executive
Officer, exercisable at 1.6 cents per share on or before 10 October 2021,
100,000,000 options outstanding in respect of unissued ordinary shares to the current Chief Executive
Officer, exercisable at 0.2 cent per share on or before 20 July 2022
79,500,000 options outstanding in respect of unissued ordinary shares exercisable at 0.2 cent per share on
or before 20 July 2022,
35,000,000 options outstanding in respect of unissued ordinary shares exercisable at 6 cents per share on
or before 8 February 2023,
1,600,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per
share on or before 28 October 2022,
250,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.125 cent per share
on or before 28 October 2024,
200,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
on or before 12 January 2024,
520,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
on or before 3 February 2024,
600,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
on or before 24 February 2024,
860,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
on or before 23 March 2024, and
85,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.3 cent per share on
or before 25 November 2023
No person entitled to exercise options had or has any right by virtue of the option to participate in any share issue
of the company or any other body corporate.
INSURANCE PREMIUMS
The Company paid a premium, during the year in respect of a director and officer liability insurance policy, insuring
the Directors of the Group, the Company Secretary, and executive officers of the Group against a liability incurred
as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001 (Cth). The
Directors have not included details of the nature of the liabilities covered or the amount of the premium paid in
respect of the directors’ and officers’ liability and legal expenses insurance contracts as such disclosure is prohibited
under the terms of the contract.
INDEMNIFYING OFFICERS
During or since the year end, the Company has given an indemnity or entered an agreement to indemnify, the
Directors against certain risks they are exposed to as Directors of the Company.
REMUNERATION REPORT - AUDITED
This report details the nature and amount of remuneration for each Director of Carnegie Clean Energy Limited and
other Key Management Personnel (KMP) being the Chief Executive Officer, Mr Jonathan Fievez.
Remuneration Policy
The remuneration policy of Carnegie Clean Energy Limited has been designed to align KMP objectives with
shareholder and business objectives by providing a fixed remuneration component and offering specific long-
term incentives based on key performance areas affecting the Group’s financial results. The Board of Carnegie
Clean Energy Limited believes the remuneration policy to be appropriate and effective in its ability to attract and
retain the best KMP to run and manage the Group, as well as create goal congruence between KMP and
shareholders.
30
7
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
SHARE OPTIONS
At the date of this report, there were:
10,000,000 options outstanding in respect of unissued ordinary shares to the current Chief Executive
Officer, exercisable at 1.6 cents per share on or before 10 October 2021,
100,000,000 options outstanding in respect of unissued ordinary shares to the current Chief Executive
Officer, exercisable at 0.2 cent per share on or before 20 July 2022
79,500,000 options outstanding in respect of unissued ordinary shares exercisable at 0.2 cent per share on
or before 20 July 2022,
or before 8 February 2023,
35,000,000 options outstanding in respect of unissued ordinary shares exercisable at 6 cents per share on
1,600,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per
share on or before 28 October 2022,
250,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.125 cent per share
200,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
520,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
600,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
860,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.15 cent per share
on or before 28 October 2024,
on or before 12 January 2024,
on or before 3 February 2024,
on or before 24 February 2024,
on or before 23 March 2024, and
or before 25 November 2023
85,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.3 cent per share on
No person entitled to exercise options had or has any right by virtue of the option to participate in any share issue
of the company or any other body corporate.
INSURANCE PREMIUMS
The Company paid a premium, during the year in respect of a director and officer liability insurance policy, insuring
the Directors of the Group, the Company Secretary, and executive officers of the Group against a liability incurred
as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001 (Cth). The
Directors have not included details of the nature of the liabilities covered or the amount of the premium paid in
respect of the directors’ and officers’ liability and legal expenses insurance contracts as such disclosure is prohibited
under the terms of the contract.
INDEMNIFYING OFFICERS
During or since the year end, the Company has given an indemnity or entered an agreement to indemnify, the
Directors against certain risks they are exposed to as Directors of the Company.
This report details the nature and amount of remuneration for each Director of Carnegie Clean Energy Limited and
other Key Management Personnel (KMP) being the Chief Executive Officer, Mr Jonathan Fievez.
Remuneration Policy
The remuneration policy of Carnegie Clean Energy Limited has been designed to align KMP objectives with
shareholder and business objectives by providing a fixed remuneration component and offering specific long-
term incentives based on key performance areas affecting the Group’s financial results. The Board of Carnegie
Clean Energy Limited believes the remuneration policy to be appropriate and effective in its ability to attract and
retain the best KMP to run and manage the Group, as well as create goal congruence between KMP and
shareholders.
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REMUNERATION REPORT – AUDITED (CONTINUED)
The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:
The remuneration policy, setting the terms and conditions for the Executive Directors and other senior executives,
was developed by the Board of Directors after seeking professional advice from independent external consultants.
The Board of Directors benchmarks the Company’s salaries payable to senior management by reference to
independent industry data to ensure that the Company is consistent with prevailing market conditions. All
executives receive a base annual salary (which is based on factors such as length of service and experience).
The Board of Directors has chosen to adopt an equity-based approach to remunerating executive staff and
employees. The Company utilised the Employee Share Option Plan as adopted by shareholders in November
2020 as the mechanism by which options may be issued to executive management and staff to adequately
incentivise these individuals.
The Board of Directors reviews executive packages annually by reference to the Group’s performance, executive
performance and comparable information from industry sectors and other listed companies in similar industries
and then considers the justification of any salary review or participation in the Employee Share Option Plan.
The performance of executives is measured against criteria agreed annually with each executive and is based
predominantly on the past year’s growth in shareholders’ value over the financial year and by contrast with its
peers and industry sector. All incentives must be linked to predetermined performance criteria. The policy is
designed to attract the highest calibre of executives and reward them for performance that results in long-term
growth in shareholder wealth.
The Board policy is to remunerate Non-Executive Directors at market rates for time, commitment and
responsibilities. The Executive Directors determine payments to the Non-Executive Directors and review their
remuneration annually, based on market practice, duties and accountability. Independent external advice is
sought when required. No remuneration consultants were used during the year. The maximum aggregate fees
that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting.
Fees for Non-Executive Directors are not linked to the performance of the Group.
Company Performance, Shareholder Wealth and KMP Remuneration
Revenue
Net loss after tax
2017
$
4,845,575
(14,382,638)
2018
$
10,045,707
(63,349,694)
2019*
$
534,034
(51,930,513)
2020
$
117,668
(275,522)
2021
$
60,955
(931,845)
Share price at year end
0.057
0.024
0.0*
0.001
0.002
* The Company was in suspension on the ASX at 30 June 2019, so no share price was quoted.
The remuneration for each KMP of the Group paid during the year was as follows:
REMUNERATION REPORT - AUDITED
Details of Remuneration for Year Ended 30 June 2021
Actual rewards received in the period
Short-term benefits
Cash salary,
leave paid
and fees
$
$
$
$
$
$
60,000
40,000
40,000
88,000
250,000
478,000
Non Cash Benefits
$
-
$
-
$
-
$
-
$
-
$
-
Post
Employment
Benefits -
Super
Other long term
benefits
Share based
payments
Total
$
$
$
$
$
$
5,700
3,800
3,800
3,800
23,750
40,850
-
$
-
$
$
-
-
$
-
$
$
-
$
8,500
-
$
$
-
$
-
$
37,750
$
46,250
$
$
$
$
$
$
74,200
43,800
43,800
91,800
311,500
565,100
% of
Remuneration
Performance
Based
11.46%
-
-
-
12.12%
8.18%
Terry Stinson
Anthony Shields
Michael Fitzpatrick
Grant Mooney*
Jonathan Fievez
Total
* Fees include $48,000 paid to Mooney & Partners Pty Ltd, a company associated with Grant Mooney, for company
secretarial services.
7
8
31
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REMUNERATION REPORT – AUDITED (CONTINUED)
Performance Rights and Options Issued as Part of Remuneration for the Year Ended 30 June 2021
The following performance rights and options were issued to KMP during the year as follows:
KMP
Vested &
Granted
Number
Grant
Date
Expiry
Date
Exercise
Price
$
Terry Stinson
100,000,000 25 Nov 20 25 Nov 22 0.3 cents
Grant
Date
Value
$
10,000
Exercised
Forfeited
Balance at
30 June 2021
$
(1,500)
$
-
$
8,500
Jonathan Fievez
200,000,000 21 Jul 20 20 Jul 22
0.2 cents
75,501
(25,293)
(12,458)
37,750
Details of Remuneration for Year Ended 30 June 2020
Directors’ fees were ceased being paid during the administration period and resumed on 28 October 2019.
* Fees include $32,387 paid to Mooney & Partners Pty Ltd, a company associated with Grant Mooney, for company
secretarial services.
Employment Contracts of KMP
The employment conditions of KMP are formalised in Service Contracts.
The Company entered into an executive services agreement with Mr Jonathan Fievez on 27 September 2018 in
respect of his employment as the CEO of the Company. The principal terms of the executive services agreement
are as follows:
(i) Mr Fievez receives a base salary of $250,000 per annum, excluding mandatory superannuation
contributions;
(ii) a cash bonus of up to 30% of the annual gross salary may be payable annually at the discretion of the
Directors.
(iii) express provisions protecting the Company’s confidential information and intellectual property;
(iv) Mr Fievez may terminate the agreement by giving 3 months’ notice in writing to the Company; and
(v) The Company may terminate the agreement (without cause) by giving Mr Fievez 3 months’ notice in writing
(or make payment in lieu of notice), unless the Company is terminating as a result of serious misconduct
(or other similar grounds) by Mr Fievez, in which case no notice is required.
Messrs Fitzpatrick, Mooney and Shields each receive an annual remuneration as Non-Executive Directors of
$40,000 (exclusive of mandatory superannuation contributions and GST) while Mr Stinson (Chairman) receives
$60,000 per annum (exclusive of mandatory superannuation contributions and GST). These salaries took effect
from effectuation of the DOCA on 28 October 2019.
Their appointment shall cease if:
(a)
(b)
(c)
the Non-Executive Director resigns;
at the close of any general meeting of Shareholders at which a resolution of their re-election is not approved;
the Non-Executive Director is removed as a Director in accordance with the Corporations Act or the
Constitution.
32
9
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REMUNERATION REPORT – AUDITED (CONTINUED)
REMUNERATION REPORT – AUDITED (CONTINUED)
Performance Rights and Options Issued as Part of Remuneration for the Year Ended 30 June 2021
The following performance rights and options were issued to KMP during the year as follows:
KMP
Exercise
Grant
Exercised
Forfeited
Balance at
Vested &
Granted
Number
Grant
Date
Expiry
Date
Price
$
Date
Value
$
30 June 2021
$
$
-
$
8,500
Details of Remuneration for Year Ended 30 June 2020
Terry Stinson
100,000,000 25 Nov 20 25 Nov 22 0.3 cents
10,000
(1,500)
Jonathan Fievez
200,000,000 21 Jul 20 20 Jul 22
0.2 cents
75,501
(25,293)
(12,458)
37,750
Options and Rights Holdings
Movement in equity settled options and performance rights held by KMP is detailed below:
Balance
30 June 2020
Granted as
Compensation
Rights &
Options
exercised
Net Change
Other
Balance
30 June 2021
The Company has entered into an agreement for the provision of Company secretarial services by Mooney &
Partners Pty Ltd, a company associated with director Mr Grant Mooney. The agreement provides for the provision
of Company Secretarial Services to the Company for $48,000 per annum plus statutory superannuation. Both Mr
Mooney and the Company can terminate the agreement by giving 3 months’ notice to either party.
Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance
of serious misconduct the Company can terminate employment at any time. Termination payments are in
accordance with the Corporations Act 2001.
Michael Fitzpatrick
860,000,000
Grant Mooney
Anthony Shields
Terry Stinson
250,000,000
450,000,000
-
-
-
- 860,000,0002
1,720,000,000
(250,000,000)
-
(60,000,000) 225,000,0002
-
615,000,000
-
100,000,000
(15,000,000)
-
85,000,000
Directors’ fees were ceased being paid during the administration period and resumed on 28 October 2019.
* Fees include $32,387 paid to Mooney & Partners Pty Ltd, a company associated with Grant Mooney, for company
secretarial services.
1 Performance Rights forfeited as consideration for utilising the cashless exercise option of the 66,666,666 rights
exercised.
2 Free-attaching options acquired as a result of conversion of convertible notes.
Jonathan Fievez
10,000,000
200,000,000
(66,666,666) (33,333,334) 1
110,000,000
Total
1,570,000,000
300,000,000
(391,666,666) 1,051,666,666
2,530,000,000
Employment Contracts of KMP
The employment conditions of KMP are formalised in Service Contracts.
The Company entered into an executive services agreement with Mr Jonathan Fievez on 27 September 2018 in
respect of his employment as the CEO of the Company. The principal terms of the executive services agreement
are as follows:
contributions;
Directors.
(i) Mr Fievez receives a base salary of $250,000 per annum, excluding mandatory superannuation
(ii) a cash bonus of up to 30% of the annual gross salary may be payable annually at the discretion of the
(iii) express provisions protecting the Company’s confidential information and intellectual property;
(iv) Mr Fievez may terminate the agreement by giving 3 months’ notice in writing to the Company; and
(v) The Company may terminate the agreement (without cause) by giving Mr Fievez 3 months’ notice in writing
(or make payment in lieu of notice), unless the Company is terminating as a result of serious misconduct
(or other similar grounds) by Mr Fievez, in which case no notice is required.
Messrs Fitzpatrick, Mooney and Shields each receive an annual remuneration as Non-Executive Directors of
$40,000 (exclusive of mandatory superannuation contributions and GST) while Mr Stinson (Chairman) receives
$60,000 per annum (exclusive of mandatory superannuation contributions and GST). These salaries took effect
from effectuation of the DOCA on 28 October 2019.
Their appointment shall cease if:
the Non-Executive Director resigns;
(a)
(b)
(c)
Constitution.
at the close of any general meeting of Shareholders at which a resolution of their re-election is not approved;
the Non-Executive Director is removed as a Director in accordance with the Corporations Act or the
Details of equity settled options for KMP outstanding at balance date are as follows:
Terms & Conditions for Each Instrument
KMP
Grant Date
Vested &
Granted
Number
Asymmetric Credit Partners1 25,000,000
08 Feb18
Value per
Instrument at
Grant Date
0.024 cents
Exercise
Price
First
Exercise
Date
Last
Exercise
Date
6.0 cents
08 Feb 2018 24 Jan 2024
Jonathan Fievez
10,000,000
10 Oct 18
0.10 cents
1.6 cents
10 Oct 2018 10 Oct 2021
Terry Stinson
15,000,000
25 Nov 20
0.01 cents
0.3 cents
25 Nov 2020 25 Nov 2022
Jonathan Fievez
100,000,000
21 Jul 20
0.08 cents
0.2 cents
20 Jul 2022 20 Jul 2022
1Asymmetric Credit Partners is a company associated with Anthony Shields.
All options were granted for nil consideration.
9
10
33
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REMUNERATION REPORT – AUDITED (CONTINUED)
Shareholdings
Number of Shares held by KMP
Balance
30 June 2020
Received as
Compensation
Terry Stinson
4,700,000
Michael Fitzpatrick
1,486,826,795
-
-
Rights &
Options
Exercised
15,000,000
Net Change
Other
Balance
30 June 2021
-
19,700,000
-
(465,291,378)
1,021,535,417
Grant Mooney
Anthony Shields
Jonathan Fievez
263,141,390
641,750,000
20,000,000
- 250,000,000
(163,141,390)
350,000,000
-
-
60,000,000
(64,764,508)
636,985,492
66,666,666
(56,666,666)
30,000,000
Total
2,416,418,635
- 391,666,666
1,909,901,422
2,058,220,909
END OF REMUNERATION REPORT
OTHER TRANSACTIONS WITH KMP AND/OR THEIR RELATED PARTIES
Director Grant Mooney and Chief Executive Officer Jonathan Fievez jointly own solar energy microgrid
operation and maintenance company EMC Asset Management Pty Ltd (EMCAM). EMCAM provides operation
and maintenance services to Carnegie to maintain the Garden Island Solar Battery System. For the period,
EMCAM was paid $151,590 inclusive of GST for those services. The Company has established a Committee
comprising independent directors Anthony Shields and Terry Stinson to negotiate commercial terms of
contracts with EMCAM.
EMCAM also subleases office space from Carnegie at the Rous Head facility in Fremantle, Western Australia.
The lease is on commercial terms and was negotiated between EMCAM and the Committee. Rent and
outgoings paid to Carnegie during the year totalled to $36,396 including GST.
DIRECTORS' MEETINGS
There were 6 Directors' meetings held during the financial year ended 30 June 2021. Attendances were as follows:
Director
Terry Stinson
Grant Mooney
Michael Fitzpatrick
Anthony Shields
Directors
No. Meetings
attended
6
6
6
6
No. Meetings held
during time in
office
6
6
6
6
There were also eleven (11) circular resolutions passed by the Board of Directors during the financial year.
34
11
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2021
REMUNERATION REPORT – AUDITED (CONTINUED)
NON-AUDIT SERVICES
Shareholdings
Number of Shares held by KMP
The auditors were not engaged for any non-audit services during the financial year ended 30 June 2021.
AUDITOR’S INDEPENDENCE DECLARATION
Balance
Received as
Rights &
Net Change
30 June 2020
Compensation
Options
Other
Balance
30 June 2021
The auditor’s independence declaration for the year ended 30 June 2021 has been received and can be found
on page 36.
Signed on 25 August 2021 in accordance with a resolution of the Board of Directors.
GRANT MOONEY
Director
TERRY STINSON
Director
Terry Stinson
4,700,000
Michael Fitzpatrick
1,486,826,795
Grant Mooney
Anthony Shields
Jonathan Fievez
263,141,390
641,750,000
20,000,000
Exercised
15,000,000
-
19,700,000
-
(465,291,378)
1,021,535,417
- 250,000,000
(163,141,390)
350,000,000
60,000,000
(64,764,508)
636,985,492
66,666,666
(56,666,666)
30,000,000
-
-
-
-
Total
2,416,418,635
- 391,666,666
1,909,901,422
2,058,220,909
END OF REMUNERATION REPORT
OTHER TRANSACTIONS WITH KMP AND/OR THEIR RELATED PARTIES
Director Grant Mooney and Chief Executive Officer Jonathan Fievez jointly own solar energy microgrid
operation and maintenance company EMC Asset Management Pty Ltd (EMCAM). EMCAM provides operation
and maintenance services to Carnegie to maintain the Garden Island Solar Battery System. For the period,
EMCAM was paid $151,590 inclusive of GST for those services. The Company has established a Committee
comprising independent directors Anthony Shields and Terry Stinson to negotiate commercial terms of
contracts with EMCAM.
EMCAM also subleases office space from Carnegie at the Rous Head facility in Fremantle, Western Australia.
The lease is on commercial terms and was negotiated between EMCAM and the Committee. Rent and
outgoings paid to Carnegie during the year totalled to $36,396 including GST.
There were 6 Directors' meetings held during the financial year ended 30 June 2021. Attendances were as follows:
DIRECTORS' MEETINGS
Director
Terry Stinson
Grant Mooney
Michael Fitzpatrick
Anthony Shields
Directors
No. Meetings
No. Meetings held
attended
during time in
office
6
6
6
6
6
6
6
6
There were also eleven (11) circular resolutions passed by the Board of Directors during the financial year.
11
12
35
Annual Report 2021
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Carnegie Clean Energy Limited
for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there
have been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
25 August 2021
N G Neill
Partner
36
13
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME FOR THE YEAR ENDED 30 JUNE 2021
Note
Group
Continuing Operations:
Revenue
Gross Profit
Other income:
Expected credit losses
Government grants and subsidies
Other income
Expenses
Bad and doubtful debts
Professional fees
Depreciation and amortisation expense
Employee and Directors expenses
Employee share based payments
Finance costs
Impairment of non-financial assets
Occupancy and administration
Other expenses from ordinary activities
Loss before income tax
Income tax benefit/(expense)
Loss after tax from continuing operations
2
2
3
13
2021
$
60,955
60,955
40,866
50,000
1,102,059
1,192,925
-
(120,027)
(488,379)
(545,513)
(108,239)
(144,629)
(366,443)
(312,362)
(713)
(2,086,305)
-
(832,425)
2020
$
117,668
117,668
82,247
50,371
19,626
152,244
(7,800)
(132,597)
(399,679)
(711,256)
-
(176,918)
-
(654,045)
-
(2,082,295)
-
(1,812,383)
Profit/(Loss) from discontinued operations
28
(99,420)
1,536,861
Loss after tax from continuing and discontinued operations
(931,845)
(275,522)
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss
Exchange gains on translating overseas controlled entities and
foreign currencies
Total comprehensive loss for the year
(674)
(932,519)
(12,507)
(288,029)
Earnings per share from continuing operations
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
Earnings per share from discontinued operations
Basic profit/(loss) per share (cents per share)
Diluted profit/(loss) per share (cents per share)
7
7
7
7
(0.008)
(0.008)
(0.021)
(0.021)
0.001
0.001
0.018
0.018
The accompanying notes form part of these financial statements.
14
37
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Other financial assets
Property, plant, and equipment
Leased assets – right of use
Intangibles assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Short-term provisions
Lease liability
Short-term borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Long-term provisions
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Group
2021
$
2020
$
8
9
9
10
11
12
13
14
15
16
17
15
16
3,633,171
1,398,847
5,032,018
3,414,671
169,815
3,584,486
539,336
12,414
2,092,948
39,940
14,274,621
16,959,259
542,264
12,414
2,357,941
119,821
14,590,973
17,623,413
21,991,277
21,207,899
333,762
95,785
47,162
-
476,709
68,233
-
68,233
256,785
82,862
79,881
2,825,000
3,244,528
51,837
48,603
100,440
544,942
3,344,968
21,446,335
17,862,931
18
19
207,661,175
962,970
(187,177,810)
21,446,335
203,221,135
887,761
(186,245,965)
17,862,931
The accompanying notes form part of these financial statements.
38
15
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2021
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Trade and other receivables
Other financial assets
Property, plant, and equipment
Leased assets – right of use
Intangibles assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Short-term provisions
Lease liability
Short-term borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Long-term provisions
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Share capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
Group
2021
$
2020
$
8
9
9
10
11
12
13
14
15
16
17
15
16
3,633,171
1,398,847
5,032,018
3,414,671
169,815
3,584,486
539,336
12,414
2,092,948
39,940
542,264
12,414
2,357,941
119,821
14,274,621
14,590,973
16,959,259
17,623,413
21,991,277
21,207,899
333,762
95,785
47,162
476,709
-
-
68,233
68,233
256,785
82,862
79,881
2,825,000
3,244,528
51,837
48,603
100,440
544,942
3,344,968
21,446,335
17,862,931
18
19
207,661,175
203,221,135
962,970
887,761
(187,177,810)
(186,245,965)
21,446,335
17,862,931
The accompanying notes form part of these financial statements.
Group
Balance at 1 July 2019
Comprehensive loss
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with owners
Share capital issued during the period
Conversion of loans to equity
Conversion of convertible notes to
equity
Capital raising costs
Sale of treasury shares
Accrual for share issue for interest on
convertible note to 30 June 2020
Total transactions with owners
Issued
Capital
194,460,984 (185,970,443)
Accumulated
Losses
Foreign
Currency
Reserve
Convertible
Note/Option
Reserve
50,268
850,000
-
-
-
(275,522)
-
-
(12,507)
(275,522)
(12,507)
5,500,003
1,075,000
2,250,000
(255,500)
34,615
156,033
8,760,151
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
9,390,809
(275,522)
(12,507)
(288,029)
5,500,003
1,075,000
2,250,000
(255,500)
34,615
156,033
8,760,151
Balance at 30 June 2020
203,221,135 (186,245,965)
37,761
850,000
17,862,931
Balance at 1 July 2020
Comprehensive loss
Loss for the year
Other comprehensive loss
Total comprehensive loss for the
year
Transactions with owners
Shares issued for interest on
convertible notes for the period to 24
Nov 2020
Reversal of accrual for interest on
convertible notes
Exercise of options – transfer from
option reserve
Options cancelled from cashless
exercise of staff options
Convertible notes converted into
shares
Shares issued from exercise of
options
Share issue costs
Share-based payment expense
Total transactions with owners
203,221,135
(186,245,965)
37,761
850,000
17,862,931
-
-
-
(931,845)
-
-
(674)
(931,845)
(674)
300,662
(156,033)
32,357
-
2,825,000
1,469,500
(31,446)
-
4,440,040
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(931,845)
(674)
(932,519)
300,662
(156,033)
(32,357)
-
(15,011)
(15,011)
-
-
-
123,251
75,883
2,825,000
1,469,500
(31,446)
123,251
4,515,923
Balance at 30 June 2021
207,661,175
(187,177,810)
37,087
925,883
21,446,335
The accompanying notes form part of these financial statements.
15
16
39
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Interest received
Interest paid
Payments to suppliers and employees
Receipts from R&D Tax Rebate
Receipts from Government grant funding
Net cash provided by/(used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for development of asset
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Net cash (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
Sale of treasury shares
Payments for lease liabilities
Net cash provided by financing activities
Note
Group
2021
$
2020
$
153,123
13,552
-
(924,841)
749,938
175,141
166,913
117,668
14,779
(20,885)
(2,601,662)
-
1,065,493
(1,424,607)
2
(1,148,537)
(160,020)
1,969
(1,306,588)
1,469,500
(31,444)
-
(79,881)
1,358,175
218,500
3,414,671
3,633,171
(677,517)
(1,692)
15,040
(664,169)
5,500,003
(255,500)
34,615
(31,277)
5,247,841
3,159,065
255,606
3,414,671
Net increase in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
8
The accompanying notes form part of these financial statements.
40
17
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2021
Note
Group
2021
$
2020
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Interest received
Interest paid
Payments to suppliers and employees
Receipts from R&D Tax Rebate
Receipts from Government grant funding
Net cash provided by/(used in) operating activities
2
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for development of asset
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Net cash (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Share issue costs
Sale of treasury shares
Payments for lease liabilities
Net cash provided by financing activities
Net increase in cash held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
8
153,123
13,552
-
749,938
175,141
166,913
117,668
14,779
(20,885)
-
1,065,493
(1,424,607)
(1,148,537)
(160,020)
1,969
(677,517)
(1,692)
15,040
(1,306,588)
(664,169)
1,469,500
(31,444)
-
(79,881)
1,358,175
218,500
3,414,671
3,633,171
5,500,003
(255,500)
34,615
(31,277)
5,247,841
3,159,065
255,606
3,414,671
The accompanying notes form part of these financial statements.
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Carnegie Clean Energy Limited (“the Company”) is a company domiciled in Australia. The consolidated financial
statements of the Company as at and for the year ended 30 June 2021 comprise the Company and its subsidiaries
(“the Group”). The consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company. Control is achieved when the Company:
has power over the investee;
(924,841)
(2,601,662)
is exposed, or has rights, to variable returns from its involvement in with the investee; and
has the ability to its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements listed above.
The separate financial statements of the Company have not been presented within this financial report as permitted
by the Corporations Act 2001. The Group is a ‘for profit’ entity for financial reporting purposes under Australian
Accounting Standards.
The consolidated financial statements were authorised for issue by the Board of Directors on 25 August 2021.
Basis of Preparation
The financial report is a general-purpose financial report that has been prepared in accordance with Australian
Accounting Standards (AASB), adopted by the Australian Accounting Standards Board and the Corporations Act
2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial
report containing relevant and reliable information about transactions, events and conditions to which they apply.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with
International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial
report are presented below. They have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
New and amended accounting standards and interpretations
In the year ended 30 June 2021, the Directors have reviewed all of the revised Standards and Interpretations issued
by the AASB that are relevant to its operations and effective for the current annual reporting year. The Directors
have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations
on the Company’s business and, therefore, no change necessary to the Group accounting policies.
Accounting Policies
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Carnegie
Clean Energy Limited at the end of the reporting period. A controlled entity is any entity over which Carnegie Clean
Energy Limited has the power to direct the activities of the entity and is exposed to, or has rights to, variable returns
from its involvement. Control will generally exist when the parent owns, directly or indirectly through subsidiaries,
more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of
holdings of actual and potential voting rights are also considered.
17
18
41
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets)
are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during
the year as well as unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or
loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date.
Their measurement also reflects the manner in which management expects to recover or settle the carrying amount
of the related asset or liability.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred
tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are
expected to be recovered or settled.
Carnegie Clean Energy Limited has not formed a tax consolidated group with its Australian wholly owned
subsidiaries. As such each entity is responsible for accounting for its own current and deferred tax amounts. Any
unused tax losses and unused tax credits are therefore quarantined at each entity and are unavailable to the
remainder of the Group.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it
is probable that the project will be a success considering its commercial and technical feasibility; the Group is able
to use or sell the asset; the Group has sufficient resources and intent to complete the development; and its costs
can be measured reliably. The capitalised development costs are an intangible asset not yet ready for use and are
therefore not currently subject to amortisation.
Impairment of intangible assets
Intangible assets that have an indefinite useful life, or are not yet ready for use, are not subject to amortisation and
are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying value exceeds its recoverable amount.
42
19
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Tax
expense (income).
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using
applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets)
are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Impairment of intangible assets (continued)
Recoverable amount is the higher of an assets fair value less costs of disposal and value-in-use. The value-in-use
is the present value of the estimated future cashflows relating to the asset using a pre-tax discount rate specific to
the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cashflow flows
are grouped together to form a cash-generating unit.
Property, Plant and Equipment
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during
the year as well as unused tax losses.
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisitions of the items.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or
Depreciation is calculated on a straight-line basis to write off the net costs of each item of plant & equipment.
loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no
effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the
asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date.
Their measurement also reflects the manner in which management expects to recover or settle the carrying amount
of the related asset or liability.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that
net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred
tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different
taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective
asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are
expected to be recovered or settled.
Carnegie Clean Energy Limited has not formed a tax consolidated group with its Australian wholly owned
subsidiaries. As such each entity is responsible for accounting for its own current and deferred tax amounts. Any
unused tax losses and unused tax credits are therefore quarantined at each entity and are unavailable to the
remainder of the Group.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it
is probable that the project will be a success considering its commercial and technical feasibility; the Group is able
to use or sell the asset; the Group has sufficient resources and intent to complete the development; and its costs
can be measured reliably. The capitalised development costs are an intangible asset not yet ready for use and are
therefore not currently subject to amortisation.
Impairment of intangible assets
Intangible assets that have an indefinite useful life, or are not yet ready for use, are not subject to amortisation and
are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying value exceeds its recoverable amount.
The depreciation rates used for each class of depreciable asset are:
Class of Fixed Asset
Plant and equipment
Microgrid/Battery technology development asset
Depreciation Rate
1.0% - 50.0%
7 years
Residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
Leaseholder improvements are depreciated over the unexpired period of the lease or the estimated useful life of
the assets, whichever is shorter.
Any item of property, plant and equipment is derecognised upon disposal or where there is no future economic
benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit
or loss. Any revaluation surplus reserve relating to the items disposed of is transferred directly to accumulated
losses.
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 incentive received, any initial direct costs incurred, and,
except where included in the cost of inventories, 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.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the
present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease
payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend
on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or rate are expensed in the period in which they are
incurred.
19
20
43
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Lease liabilities (continued)
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following; future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability
is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written down.
Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or
when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified into the following categories:
amortised cost
fair value through profit or loss (FVTPL)
equity instruments at fair value through other comprehensive income (FVOCI)
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within
other expenses.
The classification is determined by both:
the entity’s business model for managing the financial asset
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within
other expenses.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
Where appropriate they are subsequently measured at amortised cost using the effective interest method
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting
date, the loans or borrowings are classified as non-current.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
44
21
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Lease liabilities (continued)
Financial Instruments (Continued)
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are
remeasured if there is a change in the following; future lease payments arising from a change in an index or a rate
used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability
is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully written down.
Financial Instruments
Recognition and derecognition
provisions of the financial instrument.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or
when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the
transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified into the following categories:
amortised cost
fair value through profit or loss (FVTPL)
equity instruments at fair value through other comprehensive income (FVOCI)
debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within
other expenses.
The classification is determined by both:
the entity’s business model for managing the financial asset
the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within
other expenses.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
Where appropriate they are subsequently measured at amortised cost using the effective interest method
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting
date, the loans or borrowings are classified as non-current.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the
statement of financial position, net of transaction costs.
21
On the issue of convertible notes the fair value of the liability component is determined using a market rate for an
equivalent non-convertible bond and this amount is carried as a financial liability on the amortised cost basis until
extinguished on conversion or redemption. The increase in the liability due to the application of the effective
interest method is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion
option. Where the conversion option meets the definition of equity, it is recognised and included in shareholders’
equity, net of transaction costs. The carrying amount of the conversion option is not remeasured in the
subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.
Foreign Currency
Functional and presentation currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic
environment in which that entity operates. The consolidated financial statements are presented in Australian dollars
which is the parent entity’s functional and presentation currency.
Transaction and balances
Exchange differences arising on the translation of monetary items are recognised in the income statement, except
where deferred to equity as qualifying cash flow or net investment hedge.
Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to
balance date. Employee benefits that are expected to be settled within one year have been measured at the
amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later
than one year have been measured at the present value of the estimated future cash outflows to be made for those
benefits.
Share-based payments
Equity-settled and cash-settled share-based compensation are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services,
where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently
determined using either Binomial or 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 price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with
non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over
the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the
award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period.
The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date
less amounts already recognised in previous periods.
22
45
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-based payments (continued)
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying
either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on
which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as
follows:
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period.
From the end of the vesting period until settlement of the award, the liability is the full fair value of the
liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash
paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market
conditions are considered to vest irrespective of whether or not that market condition has been met, provided all
other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been
made. An additional expense is recognised, over the remaining vesting period, for any modification that increases
the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee
and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining
vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the
cancelled and new award is treated as if they were a modification.
Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of
changes in value.
Revenue and Other Income
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled
in exchange for transferring goods or services to a customer. For each contract with a customer, the Group:
identifies the contact with a customer; identifies the performance obligations in the contract, determines the
transaction price which takes into account estimates of variable consideration and the time value of money;
allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone
selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer of the goods of service promised.
Sale of Goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,
which is generally at the time of delivery.
46
23
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Share-based payments (continued)
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying
either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on
which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as
follows:
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period.
From the end of the vesting period until settlement of the award, the liability is the full fair value of the
liability at the reporting date.
paid to settle the liability.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market
conditions are considered to vest irrespective of whether or not that market condition has been met, provided all
other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been
made. An additional expense is recognised, over the remaining vesting period, for any modification that increases
the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the
condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee
and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining
vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the
cancelled and new award is treated as if they were a modification.
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of
Provisions
Cash and Cash Equivalents
changes in value.
Revenue and Other Income
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled
in exchange for transferring goods or services to a customer. For each contract with a customer, the Group:
identifies the contact with a customer; identifies the performance obligations in the contract, determines the
transaction price which takes into account estimates of variable consideration and the time value of money;
allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone
selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance
obligation is satisfied in a manner that depicts the transfer to the customer of the goods of service promised.
Sale of Goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods,
which is generally at the time of delivery.
23
Revenue and Other Income (continued)
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on either
a fixed price or hourly rate.
Interest
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the
financial asset.
Royalty income
Royalty income is recognised on an accrual basis. Royalty income, when applicable, is received on a quarterly
basis and any under or over accrual applicable to previously recognised royalty income is adjusted for based on
the receipt of the royalty income entitlement.
Trade and Other Payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid
at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid
within 30 days of recognition of the liability.
Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses, and assets are recognised net of the amount of GST and VAT, except where the amount of
GST and VAT incurred are not recoverable from the Tax Office. In these circumstances the GST and VAT are
recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and
payables in the Statement of Financial Position are shown inclusive of GST and VAT.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST and VAT component of
investing and financing activities, which are disclosed as operating cash flows.
Government Grants and Research and Development Tax Incentives
Government grants and research and development tax incentives are recognised at fair value where there is
reasonable assurance that the grant or tax incentive will be received, and all grant or tax incentive conditions will
be met. Where grantor tax incentive conditions are not yet fully met, grants or tax incentives will be treated as
unearned funding in the balance sheet. Grants or tax incentives relating to expense items are recognised as an
offset against these expenses to match the costs they are compensating. Grants or tax incentives relating to items
capitalised as assets are recognised as an offset against the asset to match the costs they are compensating.
Earnings/(loss) per share
Basic earnings/(loss) per share is calculated as net profit/(loss) attributable to members of the Group, adjusted to
exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary
shares on issue throughout the reporting period.
Diluted earnings/(loss) per share is calculated as net profit/(loss) attributable to members of the Group, adjusted
for, the dilutive effects of any outstanding unlisted options over ordinary shares in the parent.
Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes,
the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date; and assumes that the transaction will take place
either: in the principal market; or in the absence of a principal market, in the most advantageous market.
24
47
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value Measurement (continued)
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, are used, maximising the use of relevant observable inputs, and minimising
the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting
date and transfers between levels are determined based on a reassessment of the lowest level of input that is
significant to the fair value measurement.
Derivatives not designed as hedging instruments
Forward sale contracts for large scale generation certificates are recognised when the entity becomes a party to
the contractual provisions to the instrument. The Group has not designated these as hedging instruments and
recognises the fair value gain or loss on these instruments at each balance date through the statement of profit or
loss.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the large-scale generation certificates takes place either:
In the principal market for the asset or liability; or
In the absence of a principle market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or liability is measured using the assumptions that market participants would use when
pricing the asset of liability, assuming that market participants act in their economic best interest.
Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from proceeds.
Financial Assets
The Group has no significant financial assets held at fair value, not did it have any in the prior period.
Financial Liabilities
The Group has no significant financial liabilities held at fair value through the profit or loss, nor did it have any in
the prior period.
Allowance for expected credit losses
The allowance for expected credit losses assessment required a degree of estimation and judgement. It is based
on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected
credit losses is calculated based on the information available at the time of preparation. The actual credit losses in
future years may be higher or lower.
48
25
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value Measurement (continued)
New Accounting Standards for Application in Future Periods
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. New
Accounting Standards applicable for future periods are not expected to have a material impact on the Group.
Significant accounting judgements, estimates and assumptions
In the process of applying the Group’s accounting policies, management has made the following judgements, apart
from those involving estimations, which have the most significant effect on the amounts recognised in the financial
statements:
Impairment of development asset
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group
and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of
the asset is determined. Annual impairment testing is also carried out for all intangible assets (refer to Note 13).
The CETO development asset is an intangible asset which is not yet available for use which the Group tests
annually for impairment. Refer to Note 13 for details of the significant assumptions and judgements utilised in this
assessment.
Useful lives of available for use intangible assets
Acquired intellectual property and development costs in respect of an asset available for use that has a finite life is
amortised over the asset’s useful life. The Group assesses the useful life based on conditions specific to the Group
and to the particular asset, including the expected usage of the asset by the Group, public information on estimates
of useful lives of similar assets, and technical and technological obsolescence.
Share based payment transactions
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the
equity instrument at the date at which they are granted. The fair value is determined by using the Black Scholes
valuation method taking into consideration the terms and conditions upon which the instruments are granted (refer
to Note 26).
NOTE 2: REVENUE AND OTHER INCOME
The Group has no significant financial assets held at fair value, not did it have any in the prior period.
The Group derives its sales revenue from the sale of goods and provision of services under AASB 15.
Sales revenue
Garden Island Microgrid (point in time)
60,955
117,668
Group
2021
$
2020
$
Other income
Interest income
Sale of gold royalty rights
Other income
Returned bank guarantee
Rental income
25
26
15,088 17,806
1,000,000
9,452
58,899
18,620
-
1,820
-
-
1,102,059
19,626
49
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, are used, maximising the use of relevant observable inputs, and minimising
the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting
date and transfers between levels are determined based on a reassessment of the lowest level of input that is
significant to the fair value measurement.
Derivatives not designed as hedging instruments
Forward sale contracts for large scale generation certificates are recognised when the entity becomes a party to
the contractual provisions to the instrument. The Group has not designated these as hedging instruments and
recognises the fair value gain or loss on these instruments at each balance date through the statement of profit or
loss.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the large-scale generation certificates takes place either:
In the principal market for the asset or liability; or
In the absence of a principle market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or liability is measured using the assumptions that market participants would use when
pricing the asset of liability, assuming that market participants act in their economic best interest.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from proceeds.
Contributed Equity
Financial Assets
Financial Liabilities
the prior period.
The Group has no significant financial liabilities held at fair value through the profit or loss, nor did it have any in
Allowance for expected credit losses
The allowance for expected credit losses assessment required a degree of estimation and judgement. It is based
on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall
expected credit loss rate for each group. These assumptions include historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking information that is available. The allowance for expected
credit losses is calculated based on the information available at the time of preparation. The actual credit losses in
future years may be higher or lower.
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 3: DEPRECIATION AND AMORTISATION EXPENSE
Depreciation – property, plant, and equipment
Amortisation - property, plant, and equipment
Amortisation– right of use asset
NOTE 4: INCOME TAX EXPENSE
a.
The components of tax expense comprise:
Current tax expense
Current period
Notes
11
11
12
Group
2021
$
2020
$
11,589
17,037
396,909
342,702
79,881
39,940
488,379
399,679
-
-
-
-
b.
The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income
tax as follows:
—
—
—
Loss from continuing operations
Loss from discontinued operations
Total Loss for the year
2021
$
2020
$
(832,425)
(1,812,383)
(99,420)
1,536,861
(931,845)
(275,522)
—
Income tax at 30.0% (2020: 27.5%)
(279,553)
(75,768)
Add/(Deduct): Tax effect of:
— Other non-allowable items
— Non-deductible R&D costs
—
Assessable government grants
—
Share options expenses during the year
— Movement in deferred tax balances not recognised
—
Effect of lower foreign tax rates
(9,863)
1,827
19,349
2,803
-
268,407
32,472
-
206,766
(228,175)
48,350
13,384
-
-
The Group has tax revenue losses carried forward of $49,374,504 (2020: $45,858,289) and capital tax losses
carried forward of $1,239,028 (2020: $1,239,028). The tax losses do not expire under current tax legislation.
Deferred tax asset has not been recognised in respect of tax losses carried forward as a formal assessment
of the recoverability of the tax losses under the current tax legislation has not been performed.
50
27
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 3: DEPRECIATION AND AMORTISATION EXPENSE
b.
The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income
tax as follows:
Depreciation – property, plant, and equipment
Amortisation - property, plant, and equipment
Amortisation– right of use asset
NOTE 4: INCOME TAX EXPENSE
a.
The components of tax expense comprise:
Current tax expense
Current period
Loss from continuing operations
Loss from discontinued operations
Total Loss for the year
Add/(Deduct): Tax effect of:
— Other non-allowable items
— Non-deductible R&D costs
Assessable government grants
Share options expenses during the year
—
—
—
—
—
—
Notes
11
11
12
Group
2021
$
2020
$
11,589
17,037
396,909
342,702
79,881
39,940
488,379
399,679
-
-
-
-
-
-
2021
$
2020
$
(832,425)
(1,812,383)
(99,420)
1,536,861
(931,845)
(275,522)
19,349
2,803
268,407
(9,863)
1,827
32,472
-
-
—
Income tax at 30.0% (2020: 27.5%)
(279,553)
(75,768)
The Group has tax revenue losses carried forward of $49,374,504 (2020: $45,858,289) and capital tax losses
carried forward of $1,239,028 (2020: $1,239,028). The tax losses do not expire under current tax legislation.
Deferred tax asset has not been recognised in respect of tax losses carried forward as a formal assessment
of the recoverability of the tax losses under the current tax legislation has not been performed.
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 5: INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP)
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or
payable to each member of the Group’s KMP for the year ended 30 June 2021.
Names and positions held in economic and parent entity by KMP in office at any time during the
financial year are:
Key Management Person
Position
Terry Stinson
Non-Executive Chairman
Michael Fitzpatrick
Non-Executive Director
Grant Mooney
Anthony Shields
Jonathan Fievez
Non-Executive Director and Company Secretary
Non-Executive Director
Chief Executive Officer
The totals of remuneration paid to KMP of the Group during the year are as follows:
Short term employee benefits
Share based payments
Post-employment benefits
NOTE 6: AUDITORS’ REMUNERATION
Remuneration of the current auditor of the Group for
auditing or reviewing the financial report
Remuneration of the previous auditor of the Group for
auditing or reviewing the financial report
— Movement in deferred tax balances not recognised
Effect of lower foreign tax rates
206,766
(228,175)
48,350
13,384
NOTE 7: EARNINGS/(LOSS) PER SHARE
Basic loss per share (cents per share) from continuing
operations
Diluted loss per share (cents per share) from continuing
operations
Basic profit/(loss) per share (cents per share) from
discontinued operations
Diluted profit/(loss) per share (cents per share) from
discontinued operations
2021
$
478,000
46,250
40,850
565,100
Group
2021
$
61,210
-
61,210
2020
$
400,080
-
34,932
435,012
2020
$
117,350
5,000
122,350
Group
2021
2020
(0.008)
(0.021)
(0.008)
(0.021)
0.001
0.001
0.018
0.018
27
28
51
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 7: EARNINGS/(LOSS) PER SHARE (CONTINUED)
(a)
Loss used in the calculation of basic and diluted
EPS – continuing operations
Profit/(loss) used in the calculation of basic and
diluted EPS – discontinuing operations
Group
2021
$
2020
$
(832,425)
(1,812,383)
(99,420)
1,536,861
Group
2021
2020
(b) Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per share
12,330,363,393
8,448,446,149
As at 30 June 2020 and 30 June 2021, the outstanding options were not dilutive as the Group made net losses in
both years.
NOTE 8: CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Term deposits
NOTE 9: TRADE AND OTHER RECEIVABLES
Group
2021
$
245
1,632,926
2,000,000
3,633,171
2020
$
134
2,414,537
1,000,000
3,414,671
Group
2021
CURRENT
Trade receivables
Net trade receivables
Prepayments
Other receivables*
Receivable for sale of gold royalty
rights
Gross Amount
$
Past due but not impaired
(days overdue)
Within trade
terms
1-30
$
31-60
$
61+
$
$
108,977
108,977
42,837
247,033
1,000,000
1,398,847
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
108,977
108,977
42,837
247,033
1,000,000
1,398,847
52
29
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 7: EARNINGS/(LOSS) PER SHARE (CONTINUED)
(a)
Loss used in the calculation of basic and diluted
EPS – continuing operations
Profit/(loss) used in the calculation of basic and
diluted EPS – discontinuing operations
Group
2021
$
2020
$
(832,425)
(1,812,383)
(99,420)
1,536,861
Group
2021
2020
Group
2021
$
245
1,632,926
2,000,000
3,633,171
2020
$
134
2,414,537
1,000,000
3,414,671
(b) Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per share
12,330,363,393
8,448,446,149
As at 30 June 2020 and 30 June 2021, the outstanding options were not dilutive as the Group made net losses in
both years.
NOTE 8: CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Term deposits
Group
2021
CURRENT
Trade receivables
Net trade receivables
Prepayments
Other receivables*
Gross Amount
Past due but not impaired
Within trade
$
(days overdue)
1-30
$
31-60
$
61+
$
terms
$
108,977
108,977
42,837
247,033
1,398,847
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
108,977
108,977
42,837
247,033
1,000,000
1,398,847
Receivable for sale of gold royalty
1,000,000
rights
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 9: TRADE AND OTHER RECEIVABLES (CONTINUED)
Group
2021
NON-CURRENT
Security deposits
Gross Amount
$
Past due but not impaired
(days overdue)
Within trade
terms
1-30
$
31-60
$
61+
$
$
539,336
539,336
-
-
-
-
-
-
539,336
539,336
* Other receivables are mainly represented by R&D rebate receivable, GST receivable and accrued income.
Group
2020
CURRENT
Trade receivables
Net trade receivables
Other receivables*
NON-CURRENT
Security deposits
Gross Amount
$
Past due but not impaired
(days overdue)
31-60
$
1-30
$
61+
$
137,592
137,592
32,223
169,815
542,264
542,264
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Within trade
terms
$
137,592
137,592
32,223
169,815
542,264
542,264
NOTE 9: TRADE AND OTHER RECEIVABLES
* Other receivables are mainly represented by R&D Refund receivable, GST receivable and accrued income.
NOTE 10: FINANCIAL ASSETS
Group
Non-current financial assets
Non-current financial assets comprise:
Unlisted investment, shares in
other corporations
2021
$
2020
$
12,414
12,414
12,414
12,414
Financial assets comprise investments in the ordinary issued capital of various entities. There are no fixed
returns or fixed maturity date attached to these investments.
29
30
53
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 11: PROPERTY, PLANT AND EQUIPMENT
Plant and equipment:
At cost
Accumulated depreciation
Total plant and equipment
Group
2021
$
2,977,194
(884,246)
2,092,948
2020
$
2,844,013
(486,072)
2,357,941
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and equipment between the beginning
and the end of the current financial year.
Group:
Balance at the beginning of year
Additions
Depreciation expense
Carrying amount at the end of year
NOTE 12: RIGHT-OF-USE ASSETS
Cost
Accumulated amortisation
Closing balance at end of the period
Reconciliation - Premises
Balance at the beginning of period
Additions
Amortisation expense
Closing Balance at end of the period
Plant and
Equipment
2021
$
2,357,941
143,505
(408,498)
2,092,948
Plant and
Equipment
2020
$
2,675,949
41,731
(359,739)
2,357,941
Group
2021
$
159,761
(119,821)
39,940
Group
2021
$
119,821
-
(79,881)
39,940
2020
$
159,761
(39,940)
119,821
2020
$
-
159,761
(39,940)
119,821
54
31
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 11: PROPERTY, PLANT AND EQUIPMENT
Plant and equipment:
At cost
Accumulated depreciation
Total plant and equipment
Group
2021
$
2,977,194
(884,246)
2,092,948
2020
$
2,844,013
(486,072)
2,357,941
Movements in Carrying Amounts
and the end of the current financial year.
Movement in the carrying amounts for each class of property, plant and equipment between the beginning
Group:
Balance at the beginning of year
Additions
Depreciation expense
Carrying amount at the end of year
NOTE 12: RIGHT-OF-USE ASSETS
Cost
Accumulated amortisation
Closing balance at end of the period
Reconciliation - Premises
Balance at the beginning of period
Additions
Amortisation expense
Closing Balance at end of the period
Plant and
Equipment
2021
$
2,357,941
143,505
(408,498)
2,092,948
Plant and
Equipment
2020
$
2,675,949
41,731
(359,739)
2,357,941
Group
2021
$
159,761
(119,821)
39,940
Group
2021
$
119,821
-
(79,881)
39,940
2020
$
159,761
(39,940)
119,821
2020
$
-
159,761
(39,940)
119,821
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 13: INTANGIBLE ASSETS
Intangibles – CETO technology development asset
Movements for year ended 30 June
Opening Balance
Subsequent development expenditure – CETO Technology
Other grants received
R&D tax incentives
Impairment (i)
Balance as at 30 June
Group
2021
$
2020
$
14,590,973
15,000,000
1,181,316
(159,218)
(971,843)
(366,607)
656,466
(1,065,493)
-
-
14,274,621
14,590,973
(i) The impairment was recognised due to the Wave Hub project finalisation in CETO Wave Energy UK Limited.
As there is no longer an active project, the intangible asset value could not be carried forward.
The CETO technology has yet to be commercialised and is in the development phase. As it is not yet ready for use,
it is necessary to test the asset annually for impairment. The recoverable amount is determined as the fair value
less costs to sell and the ‘relief from royalty’ methodology (RRM) is used to determine this amount. Management
has considered the RRM as being the most appropriate methodology to value CETO technology as:
RRM is a commonly used and widely accepted method for valuing intellectual property (IP), and
A cost-based approach can be used as a crosscheck using the costs required to replicate the IP. Whilst
Management have details on the historical expenditure incurred in developing and maintaining the IP, it is
not possible to identify what proportion of the historical expenditure is now obsolete.
A market-based approach is also rarely applied in the valuation of IP due to lack of comparable transactions of IP
from which valuation metrics can be observed and deducted. The basic principle of the relief from royalty
methodology (RRM) is that if the intellectual property (IP) is not owned, there would need to be payment to license
it from the IP owner. By virtue of owning the asset, the IP owner is ‘relieved’ from the responsibility of licensing the
IP from a third party. The value of that is therefore benchmarked to the hypothetical cost to license such IP from a
third party.
The determination of fair value is based on ‘fair value’ as defined under AASB 13: Fair Value Measurement. In the
current year management has prepared a valuation model using the RRM which was then assessed by a suitably
qualified independent consultant during the financial year. The RRM utilises an estimate of the forecast royalty
stream that a hypothetical third party would pay to utilise the IP less the costs of commercialisation.
The development asset in its entirety is classified as level 3 in the fair value hierarchy.
Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive.
The calculation of the fair value less cost of disposal is based on the following key assumptions:
Expected revenue generated from the sale of CETO IP units, based on a minority market share of the world’s
installed wave energy capacity;
Remaining useful life of the IP will have a life beyond the remaining patent period as new technology is
developed and patented. As such, a 15-year forecast period with a terminal value has been utilised in the
financial model;
A royalty rate range of 3% to 5% with a mid-point of 4% has been applied. To determine a royalty rate range,
royalty rates associated with the renewable energy sector were considered and selected;
31
32
55
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 13: INTANGIBLE ASSETS (CONTINUED)
Management estimates of the cost to Carnegie (net of grants and research & development rebates) to
commercialise would require an R&D budget of $2 million per year until 2026;
A tax rate of 25% until revenues reach $50m and 30% where revenue is above $50m;
A discount rate of 21% derived by applying the capital asset pricing model (CAPM).
On this basis no additional impairment is required.
NOTE 14: TRADE AND OTHER PAYABLES
Trade creditors
Accruals
NOTE 15: PROVISIONS
Current
Annual, Long Service Leave and Other Employee Provisions
Non-current
Long Service Leave and Other Employee Provisions
Provision for Employee Benefits
Group
2021
$
2020
$
162,785
210,623
170,977
46,162
333,762
256,785
Group
2021
$
2020
$
95,785
95,785
68,233
68,233
82,862
82,862
51,837
51,837
A provision has been recognised for employee entitlements relating to long service leave (LSL) and annual leave.
In calculating the present value of future cash flows in respect of LSL, the probability of LSL being taken is based
on historical data. The measurement and recognition criterial relating to employee benefits have been included in
Note 1 of this report.
NOTE 16: LEASE LIABILITY
Premises
Current liabilities
Non-current liabilities
Total lease liability
Group
2021
$
2020
$
47,162
-
47,162
79,881
48,603
128,484
56
33
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 13: INTANGIBLE ASSETS (CONTINUED)
NOTE 16: LEASE LIABILITY (CONTINUED)
Management estimates of the cost to Carnegie (net of grants and research & development rebates) to
commercialise would require an R&D budget of $2 million per year until 2026;
A tax rate of 25% until revenues reach $50m and 30% where revenue is above $50m;
A discount rate of 21% derived by applying the capital asset pricing model (CAPM).
On this basis no additional impairment is required.
NOTE 14: TRADE AND OTHER PAYABLES
Trade creditors
Accruals
NOTE 15: PROVISIONS
Current
Annual, Long Service Leave and Other Employee Provisions
Non-current
Long Service Leave and Other Employee Provisions
Provision for Employee Benefits
Note 1 of this report.
NOTE 16: LEASE LIABILITY
Premises
Current liabilities
Non-current liabilities
Total lease liability
Group
2021
$
2020
$
162,785
210,623
170,977
46,162
333,762
256,785
Group
2021
$
2020
$
95,785
95,785
68,233
68,233
82,862
82,862
51,837
51,837
Group
2021
$
2020
$
47,162
-
47,162
79,881
48,603
128,484
A provision has been recognised for employee entitlements relating to long service leave (LSL) and annual leave.
In calculating the present value of future cash flows in respect of LSL, the probability of LSL being taken is based
on historical data. The measurement and recognition criterial relating to employee benefits have been included in
Reconciliation
Opening balance at beginning of period
Liabilities incurred during the year (i)
Principal repayments
Closing Balance 30 June
(i)
Extension of Fremantle office lease to 31 December 2021.
NOTE 17: BORROWINGS
Current
Carnegie convertible notes
Convertible Notes reconciliation
Balance at the beginning of the period
Unwinding of finance costs
Conversion to equity during the period
Cancel existing convertible notes
Placement of new convertible notes, expiry 31 March 2021
Group
2021
$
128,484
-
(81,322)
47,162
2020
$
-
159,761
(31,277)
128,484
Group
2021
$
-
-
2020
$
2,825,000
2,825,000
2,825,000
6,039,987
-
110,013
(2,825,000)
(3,325,000)
-
-
-
(2,825,000)
2,825,000
2,825,000
During the year all convertible notes were converted into shares, as follows:
- On 12 January 2021, 10 convertible notes with a face value of $25,000 each were converted into shares at an issue
price of $0.00125 per share with 1 attaching option per share exercisable at $0.0015 per share with an expiry of 3
February 2024. 200,000,000 shares and 200,000,000 options were issued as a result of this. Interest on the
convertible notes was also paid in shares as per the convertible notes agreement.
- On 3 February 2021, 26 convertible notes with a face value of $25,000 each were converted into shares at an issue
price of $0.00125 per share with 1 attaching option per share exercisable at $0.0015 per share with an expiry of 3
February 2024. 520,000,000 shares and 520,000,000 options were issued as a result of this. Interest on the
convertible notes was also paid in shares as per the convertible notes agreement.
- On 24 February 2021, 34 convertible notes with a face value of $25,000 each were converted into shares at an
issue price of $0.00125 per share with 1 attaching option per share exercisable at $0.0015 per share with an expiry
of 24 February 2024. 680,000,000 shares and 680,000,000 options were issued as a result of this. Interest on the
convertible notes was also paid in shares as per the convertible notes agreement.
- On 24 March 2021, 43 convertible notes with a face value of $25,000 each were converted into shares at an issue
price of $0.00125 per share with 1 attaching option per share exercisable at $0.0015 per share with an expiry of 24
March 2024. 860,000,000 shares and 860,000,000 options were issued as a result of this. Interest on the
convertible notes was also paid in shares as per the convertible notes agreement.
33
34
57
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 18: SHARE CAPITAL
14,702,573,710 (2020: 11,141,452,450) fully paid ordinary
shares
207,661,176
203,221,135
Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.
2021
$
Group
2020
$
a. Ordinary shares number
2021
No.
2020
No.
At the beginning of reporting period
11,141,452,450
2,881,452,450
Shares issued during the year
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Rights issue 28 October 2019
Shares issued from conversion of 50% of HMF loan to
equity 28 October 2019
Shares issued from conversion of 50% of the old
convertible Notes to equity 28 October 2019
Shares issued from conversion of funding loans to DoCA
proponents 28 October 2020
Shares issued as payment for interest on convertible
notes 24 November 2020
Conversion of 10 convertible notes plus interest on the
10 convertible notes up to conversion 12 January 2021
Conversion of 26 convertible notes plus interest on the
26 convertible notes up to conversion 3 February 2021
Conversion of 34 convertible notes plus interest on the
34 convertible notes up to conversion 24 February 2021
Exercise of employee options 3 March 2021
Exercise of options 3 March 2021
Exercise of Director options 5 March 2021
Conversion of 43 convertible notes plus interest on the
43 convertible notes up to conversion 24 March 2021
Exercise of options 24 March 2021
Exercise of options 26 March 2021
Exercise of Director options 16 April 2021
Exercise of options 27 April 2021
Exercise of options 10 May 2021
-
-
-
-
5,500,000,000
460,000,000
1,800,000,000
500,000,000
188,333,330
202,282,778
526,281,363
689,736,611
80,666,666
200,000,000
250,000,000
868,820,512
60,000,000
200,000,000
15,000,000
200,000,000
80,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
At reporting date
14,702,573,710
11,141,452,450
58
35
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 18: SHARE CAPITAL
NOTE 18: SHARE CAPITAL (CONTINUED)
14,702,573,710 (2020: 11,141,452,450) fully paid ordinary
shares
207,661,176
203,221,135
Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.
b. Ordinary shares $
At the beginning of reporting period
Shares issued during the year
2021
$
Group
2020
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Rights issue 28 October 2019 @ $0.001 per share
Shares issued from conversion of 50% of the HMF loan to
equity 28 October 2019 @ $0.00125 per share
Shares issued from conversion of 50% of the old convertible
Notes to equity 28 October 2019 @ $0.00125 per share
Shares issued from conversion of funding loans to DoCA
proponents 28 October 2019 @ $0.001 per share
Sale of treasury shares
Shares issued as payment for interest on convertible notes
24 November 2020
Conversion of 10 convertible notes plus interest on the 10
convertible notes up to conversion 12 January 2021
Conversion of 26 convertible notes plus interest on the 26
convertible notes up to conversion 3 February 2021
Conversion of 34 convertible notes plus interest on the 34
convertible notes up to conversion 24 February 2021
Exercise of employee options 3 March 2021
Exercise of options 3 March 2021
Exercise of Director options 5 March 2021
Conversion of 43 convertible notes plus interest on the 43
convertible notes up to conversion 24 March 2021
Exercise of options 24 March 2021
Exercise of options 26 March 2021
Exercise of Director options 16 April 2021
Exercise of options 27 April 2021
Exercise of options 10 May 2021
2021
$
Group
2020
$
203,221,135
194,460,984
-
-
-
-
-
5,500,003
575,000
2,250,000
500,000
34,615
226,000
255,022
663,819
871,421
32,856
300,000
312,500
1,109,400
90,000
300,000
46,500
300,000
120,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Accrual for unissued shares (interest on convertible notes)
(156,033)
156,033
Share issue costs
At reporting date
(31,446)
(255,500)
207,661,177
203,221,135
35
36
59
a. Ordinary shares number
2021
No.
2020
No.
At the beginning of reporting period
11,141,452,450
2,881,452,450
Shares issued during the year
Rights issue 28 October 2019
—
—
Shares issued from conversion of 50% of HMF loan to
equity 28 October 2019
—
Shares issued from conversion of 50% of the old
convertible Notes to equity 28 October 2019
—
Shares issued from conversion of funding loans to DoCA
proponents 28 October 2020
—
Shares issued as payment for interest on convertible
notes 24 November 2020
—
Conversion of 10 convertible notes plus interest on the
10 convertible notes up to conversion 12 January 2021
—
Conversion of 26 convertible notes plus interest on the
26 convertible notes up to conversion 3 February 2021
—
Conversion of 34 convertible notes plus interest on the
34 convertible notes up to conversion 24 February 2021
Exercise of employee options 3 March 2021
Exercise of options 3 March 2021
Exercise of Director options 5 March 2021
Conversion of 43 convertible notes plus interest on the
43 convertible notes up to conversion 24 March 2021
Exercise of options 24 March 2021
Exercise of options 26 March 2021
Exercise of Director options 16 April 2021
Exercise of options 27 April 2021
Exercise of options 10 May 2021
—
—
—
—
—
—
—
—
—
188,333,330
202,282,778
526,281,363
689,736,611
80,666,666
200,000,000
250,000,000
868,820,512
60,000,000
200,000,000
15,000,000
200,000,000
80,000,000
-
-
-
-
5,500,000,000
460,000,000
1,800,000,000
500,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
At reporting date
14,702,573,710
11,141,452,450
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 18: SHARE CAPITAL (CONTINUED)
c. Capital Management
Management controls the capital of the group in order to ensure that the Group can fund its operations and
continue as a going concern.
The Group’s capital is made up of ordinary share capital and debt funding via convertible notes.
There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. This includes the management
of share issues.
During the year, convertible notes were 100% converted to equity (Refer to Note 17), in addition, options
were exercised during the year.
NOTE 19: RESERVES
2021
$
Group
2020
$
a.
Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange
differences arising on translation of foreign controlled subsidiaries
and foreign currencies.
37,356
37,760
b.
Convertible Note/Option Reserve
The reserve records items recognised as expenses on valuation of
share options and share based payments including loan funded
shares. It also records amounts classified as “equity” under the
requirements of AASB 132.
Total
NOTE 20: BUSINESS RISK
925,883
963,239
850,000
887,760
The net loss of the Group for the financial year ended 30 June 2021 was $931,845, which included a loss on
discontinued operations of $99,420. (2020: net loss $275,522, which included a profit on discontinued
operations of $1,536,861). As at 30 June 2021, the Group had net assets of $21,446,335 (2020: $17,862,931).
As the Group continues to develop its proprietary technologies, it expects to have a net decrease in cash from
operating activities until it achieves positive cash flow.
The Group cannot say with certainty when it will become profitable because of the uncertainties associated
with successfully commercializing a wave energy technology. If existing resources are insufficient to satisfy
the liquidity requirements, the Group may seek to sell its solar microgrid asset, issue additional equity or debt
securities or obtain credit facilities. If the Group is unable to obtain required financing, it may be required to
reduce the scope of its planned product development and commercialization efforts which could adversely
affect its financial position and operating results.
60
37
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 18: SHARE CAPITAL (CONTINUED)
NOTE 21: OPERATING SEGMENTS
c. Capital Management
continue as a going concern.
Management controls the capital of the group in order to ensure that the Group can fund its operations and
The Group’s capital is made up of ordinary share capital and debt funding via convertible notes.
There are no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. This includes the management
During the year, convertible notes were 100% converted to equity (Refer to Note 17), in addition, options
of share issues.
were exercised during the year.
NOTE 19: RESERVES
2021
$
Group
2020
$
a.
Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange
differences arising on translation of foreign controlled subsidiaries
and foreign currencies.
37,356
37,760
b.
Convertible Note/Option Reserve
The reserve records items recognised as expenses on valuation of
share options and share based payments including loan funded
shares. It also records amounts classified as “equity” under the
requirements of AASB 132.
Total
NOTE 20: BUSINESS RISK
925,883
963,239
850,000
887,760
The net loss of the Group for the financial year ended 30 June 2021 was $931,845, which included a loss on
discontinued operations of $99,420. (2020: net loss $275,522, which included a profit on discontinued
operations of $1,536,861). As at 30 June 2021, the Group had net assets of $21,446,335 (2020: $17,862,931).
As the Group continues to develop its proprietary technologies, it expects to have a net decrease in cash from
operating activities until it achieves positive cash flow.
The Group cannot say with certainty when it will become profitable because of the uncertainties associated
with successfully commercializing a wave energy technology. If existing resources are insufficient to satisfy
the liquidity requirements, the Group may seek to sell its solar microgrid asset, issue additional equity or debt
securities or obtain credit facilities. If the Group is unable to obtain required financing, it may be required to
reduce the scope of its planned product development and commercialization efforts which could adversely
affect its financial position and operating results.
The Group identifies its operating segments based on the internal reports that are reviewed and used by the Board
of Directors (chief operating decision makers) in assessing performance and determining the allocation of
resources.
The Group is organised into two operating segments:
- Discontinued operations
- Continuing operations
No operating segments have been aggregated to form the above reportable operating segments.
The financial information presented in the statement of comprehensive income and statement of financial position
is the same as that presented to the chief operating decision maker. Segment performance is evaluated based on
profit or loss and is measured consistently with profit or loss in the consolidated financial statements. However,
financing (including finance costs and finance income), gains and losses on fair value movements through profit
and loss, royalties, share of profit and losses of associates, losses on consolidation and disposal of associates, and
income taxes are managed on a group basis and are not allocated to operating segments.
Intersegment transactions are on arm’s length basis and are eliminated on consolidation. Intersegment loans are
initially recognised at the consideration received and earn or incur interest at prevailing market rates. Intersegment
loans are eliminated on consolidation.
All amounts reported to the Board of Directors as the chief decision maker are in accordance with accounting
policies that are consistent to those adopted in the annual financial statements of the Group.
2021
Revenue
External customers
Continuing
Operations
Discontinued
Operations
Total
segments
Adjustments
and
eliminations Consolidated
60,955
60,955
-
-
60,955
60,955
-
-
60,955
60,955
2021
Continuing
Operations
Discontinued
Operations
Total
segments
Adjustments
and
eliminations Consolidated
Segment profit/(loss)
(832,425)
(99,420)
(931,845)
Total assets
Total liabilities
21,911,277
(544,942)
-
-
21,911,277
(544,942)
-
-
-
(931,845)
21,911,277
(544,942)
37
38
61
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 21: OPERATING SEGMENTS (CONTINUED)
2020
Revenue
External customers
2020
Segment loss
Total assets
Total liabilities
Continuing
Operations
Discontinued
Operations
Total
segments
Adjustments
and
eliminations Consolidated
117,668
117,668
-
-
117,668
117,668
-
-
117,668
117,668
Continuing
Operations
(1,812,383)
21,207,899
(3,344,968)
Discontinued
Operations
Total
segments
1,536,861
(275,522)
-
-
21,207,899
(3,344,968)
Adjustments
and
eliminations Consolidated
-
-
-
(275,522)
21,207,899
(3,344,968)
NOTE 22: RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT/(LOSS) AFTER
INCOME TAX
Loss after income tax
Non-cash flows in loss
Depreciation and amortisation
Impairment
Effect of discontinued operations
Government funding capitalised
Share based payments
Doubtful Debts
Group
2021
$
(931,845)
488,379
366,443
(99,420)
1,122,812
108,239
-
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries
(Increase)/decrease in trade and other receivables
(1,229,030)
(Decrease)/increase in development assets
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Net cashflow from (used in) operations
251,436
76,977
12,922
166,913
2020
$
(275,522)
399,679
-
1,536,861
-
-
7,800
1,946,518
(56,435)
(4,997,040)
(13,532)
(1,424,607)
NOTE 23: EVENTS AFTER THE REPORTING PERIOD
Carnegie sold the gold royalty rights held by the Company over part of the Higginsville Gold Project in Western
Australia. The rights were sold to Karora Resources Limited on 30 June 2021 for $1 million cash. Proceeds from
the sale of the gold royalty of $1 million were received on 1 July 2021.
62
39
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 21: OPERATING SEGMENTS (CONTINUED)
NOTE 24: RELATED PARTY TRANSACTIONS
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. The Group
has not recorded any impairment on receivables relating to amounts owed by related parties.
Transactions and balances with Director related entities
Company secretarial services have been provided by Mooney & Partners Pty Ltd, a company associated with Grant
Mooney during the financial year. These amounts have been included in the disclosures at Note 5. These
transactions were undertaken under normal commercial terms.
Director Grant Mooney and Chief Executive Officer Jonathan Fievez jointly own solar energy microgrid operation
and maintenance company EMC Asset Management Pty Ltd (EMCAM). EMCAM provides operation and
maintenance services to Carnegie to maintain the Garden Island Solar Battery System. For the period, EMCAM
was paid $151,590 inclusive of GST for those services. The Company has established a Committee comprising
independent directors Anthony Shields and Terry Stinson to negotiate commercial terms of contracts with
EMCAM.
EMCAM also subleases office space from Carnegie at the Rous Head facility in Fremantle, Western Australia.
The lease is on commercial terms and was negotiated between EMCAM and the Committee. Rent and outgoings
paid to Carnegie during the year totalled to $36,396 including GST.
NOTE 22: RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT/(LOSS) AFTER
Balances outstanding with Director and Director related entities:
Mooney & Partners Pty Ltd
Asymmetric Arbitrage Ltd – 10 convertible notes (1)
HFM Investments Pty Ltd – 23 convertible notes (2)
Log Creek Pty Ltd <88 Green A/c> - 20 convertible notes (2)
EMC Asset Management
2021
$
4,400
-
-
-
12,566
2020
$
4,400
250,000
575,000
500,000
-
(1) Asymmetric Arbitrage Ltd is a company associated with Anthony Shields, who is a
Director.
(2) HFM Investments Pty Ltd and Log Creek Pty Ltd <88 Green A/c> are companies
associated with Mike Fitzpatrick, who is a Director.
Balances receivable with Director and Director related entities:
EMC Asset Management
NOTE 25: FINANCIAL RISK MANAGEMENT
Financial Risk Management Policies
2021
$
2,030
2020
$
-
The Board of Directors has responsibility for, amongst other issues, monitoring and managing financial risk
exposures of the Group. The board monitors the Group’s financial risk management policies and exposures and
approves the financial transactions within the scope of its authority. It also reviews the effectiveness of internal
controls relating to commodity price risk, counter party credit risk, currency risk, financing risk and interest rate risk.
(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. The effective weighted average interest rates in classes of financial
assets and liabilities is as follows:
40
63
2020
Operations
Operations
segments
eliminations Consolidated
Continuing
Discontinued
Total
and
Adjustments
117,668
117,668
-
-
117,668
117,668
-
-
117,668
117,668
Adjustments
Continuing
Operations
Discontinued
Total
and
Operations
segments
eliminations Consolidated
(1,812,383)
1,536,861
(275,522)
21,207,899
(3,344,968)
-
-
21,207,899
(3,344,968)
-
-
-
(275,522)
21,207,899
(3,344,968)
Revenue
External customers
2020
Segment loss
Total assets
Total liabilities
INCOME TAX
Loss after income tax
Non-cash flows in loss
Depreciation and amortisation
Impairment
Effect of discontinued operations
Government funding capitalised
Share based payments
Doubtful Debts
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries
(Increase)/decrease in trade and other receivables
(1,229,030)
(Decrease)/increase in development assets
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Net cashflow from (used in) operations
Group
2021
$
(931,845)
488,379
366,443
(99,420)
1,122,812
108,239
-
251,436
76,977
12,922
166,913
2020
$
(275,522)
399,679
1,536,861
-
-
-
7,800
1,946,518
(56,435)
(4,997,040)
(13,532)
(1,424,607)
NOTE 23: EVENTS AFTER THE REPORTING PERIOD
Carnegie sold the gold royalty rights held by the Company over part of the Higginsville Gold Project in Western
Australia. The rights were sold to Karora Resources Limited on 30 June 2021 for $1 million cash. Proceeds from
the sale of the gold royalty of $1 million were received on 1 July 2021.
39
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED)
Weighted
Average
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed Interest Rate
Maturing
Within year
$
1 to 5 years
$
Non-
interest
Bearing
$
Total
$
0.37
1,000,386
2,000,000
-
-
-
-
-
-
1,000,386
2,000,000
-
-
-
-
-
-
-
-
-
-
632,785
3,633,171
1,108,976
1,108,976
12,414
12,414
1,754,175
4,754,561
333,762
333,762
333,762
333,762
Weighted
Average
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed Interest Rate
Maturing
Within
year
$
1 to 5
years
$
Non-
interest
Bearing
$
Total
$
Group
30 June 2021:
Financial assets:
Cash and cash
equivalents
Receivables
Financial assets
Financial liabilities:
Accounts payable
Group
30 June 2020:
Financial assets:
Cash and cash
equivalents
Receivables
Financial assets
0.81
1,414,671
2,000,000
-
-
-
-
-
-
1,414,671 2,000,000
Financial liabilities:
Accounts payable
Borrowings
0.08
(b) Credit Risk
-
-
- 2,825,000
- 2,825,000
-
-
-
-
-
-
-
-
3,414,671
70,950
12,414
70,950
12,414
83,364
3,498,035
256,785
256,785
-
2,825,000
256,785
3,081,785
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the
Statement of Financial Position and notes to the Statement of Financial Position.
The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments entered into by the Group. The credit risk on liquid funds is limited because the counter parties are
banks with high credit ratings.
64
41
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED)
NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Net fair value
The net fair value and carrying amounts of financial assets and financial liabilities are disclosed in the Statement
of Financial Position and in the notes to the Statement of Financial Position.
For unlisted investments where there is no organised financial market the net fair value has been based on a
reasonable estimation of the underlying net assets or discounted cash flows of the investment, where this could
not be done, they have been carried at cost. No financial assets or financial liabilities are readily traded on
organised markets in standardised form other than investments.
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the Statement of Financial Position have been analysed and
classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements.
The fair value hierarchy consists of the following levels:
- Quoted prices in active markets for identical assets or liabilities (Level 1);
-
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices) (Level 2); and
Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level
3).
-
2021
Financial assets:
Financial assets:
—
Unlisted investments
2020
Financial assets:
Financial assets:
—
Unlisted investments
Level 1
$
Level 2
$
Level 3
$
Total
$
-
-
-
-
-
-
-
-
12,414
12,414
12,414
12,414
12,414
12,414
12,414
12,414
(d) Sensitivity Analysis
Interest Rate Risk
The group is not subject to any significant interest rate risk.
(e) Liquidity Risk
Liquidity risk arises form the possibility that the Group might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the
following mechanisms:
Preparing forward looking cash flow analysis in relation to its operational, investing and financing
activities;
Monitoring undrawn credit facilities;
Obtaining funding from variety of sources;
Managing credit risk related to financial assets;
Comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
Investing only in surplus cash with major financial institutions; and
42
65
Fixed Interest Rate
Maturing
Weighted
Average
Effective
Interest
Rate
%
Floating
Interest
Rate
Within year
1 to 5 years
$
$
$
Total
$
Non-
interest
Bearing
$
0.37
1,000,386
2,000,000
632,785
3,633,171
1,000,386
2,000,000
1,754,175
4,754,561
-
-
-
-
-
-
1,108,976
1,108,976
12,414
12,414
333,762
333,762
333,762
333,762
-
-
-
-
Weighted
Average
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed Interest Rate
Maturing
Within
year
$
1 to 5
years
$
Non-
interest
Bearing
$
Total
$
0.81
1,414,671
2,000,000
-
3,414,671
1,414,671 2,000,000
83,364
3,498,035
70,950
12,414
70,950
12,414
- 2,825,000
- 2,825,000
256,785
256,785
-
2,825,000
256,785
3,081,785
-
-
-
-
-
-
-
Group
30 June 2021:
Financial assets:
Cash and cash
equivalents
Receivables
Financial assets
Financial liabilities:
Accounts payable
Group
30 June 2020:
Financial assets:
Cash and cash
equivalents
Receivables
Financial assets
-
-
-
-
Financial liabilities:
Accounts payable
Borrowings
0.08
(b) Credit Risk
-
-
-
-
-
-
-
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to
recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the
Statement of Financial Position and notes to the Statement of Financial Position.
The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial
instruments entered into by the Group. The credit risk on liquid funds is limited because the counter parties are
banks with high credit ratings.
-
-
-
41
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 26: SHARE BASED PAYMENTS
Types of share-based payment plans
Employee share option plan
Share options are granted to executives and staff at the discretion of the Board of Directors. Share options are
only granted to Directors’ after approval by shareholders. The plan is designed to align participants’ interests with
those of shareholders by increasing value of the Company’s shares. Under the plan, the exercise price of the
options is set by the Board of Directors at the time of issue.
Consultant & financier share options
Share options are granted to consultants at the discretion of the Board of Directors for services provided to the
Group. The exercise price of the options is set by the Board of Directors at the time of issue.
Consultant & financier shares
Shares are granted to consultants and financiers at the discretion of the Board of Directors for services provided
to the Group.
Total options and rights outstanding and exercisable are as follows;
2021
Grant Date
Expiry date Exercise
price
24 Jan 2024
10 Oct 2021
12 Jan 2024
28 Oct 2024
20 Jul 2022
20 Jul 2022
12 Jan 2024
3 Feb 2024
$0.06000
8 Feb 2018
$0.01600
10 Oct 2018
$0.00150
28 Oct 2019
$0.00125
28 Oct 2019
$0.00200
21 Jul 2020
$0.00200
21 Jul 2020
$0.00150
12 Jan 2021
3 Feb 2021
$0.00150
24 Feb 2021 24 Feb 2024 $0.00150
24 Mar 2021 23 Mar 2024 $0.00150
24 Mar 2021 25 Nov 2022 $0.00300
Weighted average exercise price
Balance at
the start of
the year
35,000,000
10,000,000
2,260,000,000
500,000,000
-
-
-
-
-
-
-
2,805,000,000
0.00143
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of the
year
-
-
-
-
200,000,000
100,000,000
200,000,000
520,000,000
680,000,000
860,000,000
100,000,000
2,660,000,000
0.00161
-
-
(660,000)
(25,000,000)
(66,666,666)
(14,000,000)
-
-
(80,000,000)
-
(15,000,000)
(201,326,666)
0.00186
35,000,000
-
-
10,000,000
- 1,600,000,000
250,000,000
-
100,000,000
(33,333,334)
79,500,000
(6,500,000)
200,000,000
-
520,000,000
-
600,000,000
-
860,000,000
-
85,000,000
-
(39,833,334) 4,339,500,000
0.00204
0.00200
The options outstanding as at 30 June 2021 had a weighted average exercise price of $0.002 and a weighted
average remaining contractual life of 2.58 years. Exercise prices range from $0.00125 to $0.06 in respect to
options outstanding as at 30 June 2021.
For the rights and options granted during the financial year, the valuation model inputs used to determine the fair
value at the grant date are as follows. These rights and options were issued pursuant to shareholder approval at
the Annual General Meeting held 25 November 2020.
66
43
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 26: SHARE BASED PAYMENTS
Types of share-based payment plans
Employee share option plan
Share options are granted to executives and staff at the discretion of the Board of Directors. Share options are
only granted to Directors’ after approval by shareholders. The plan is designed to align participants’ interests with
those of shareholders by increasing value of the Company’s shares. Under the plan, the exercise price of the
options is set by the Board of Directors at the time of issue.
Consultant & financier share options
NOTE 26: SHARE BASED PAYMENTS (CONTINUED)
Grant date
Expiry date at grant date
price
volatility
yield
interest rate at grant date
Share price Exercise Expected Dividend Risk-free Fair value
1 25 Nov 2020 25 Nov 2022
2 21 July 2020 20 July 2022
$0.0015
$0.0015
$0.003
$0.002
75%
120%
0%
0%
0.25%
0.26%
$0.0001
$0.0008
NOTE 27: PARENT INFORMATION
Share options are granted to consultants at the discretion of the Board of Directors for services provided to the
Group. The exercise price of the options is set by the Board of Directors at the time of issue.
The following information has been extracted from the books and records of the parent and has been prepared
applying policies that are consistent with those of the Group.
Consultant & financier shares
to the Group.
Shares are granted to consultants and financiers at the discretion of the Board of Directors for services provided
STATEMENT OF FINANCIAL POSITION
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
TOTAL NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Weighted average exercise price
0.00143
0.00161
0.00186
0.00200
0.00204
Total comprehensive loss
2,805,000,000
2,660,000,000
(201,326,666)
(39,833,334) 4,339,500,000
Total loss
STATEMENT OF COMPREHENSIVE INCOME
Total options and rights outstanding and exercisable are as follows;
2021
Grant Date
Expiry date Exercise
Granted
Exercised
price
Balance at
the start of
the year
Expired/
forfeited/
other
Balance at
the end of the
year
8 Feb 2018
24 Jan 2024
$0.06000
10 Oct 2018
10 Oct 2021
$0.01600
35,000,000
10,000,000
28 Oct 2019
12 Jan 2024
$0.00150 2,260,000,000
28 Oct 2019
28 Oct 2024
$0.00125
500,000,000
-
-
-
-
(660,000)
(25,000,000)
35,000,000
10,000,000
- 1,600,000,000
250,000,000
21 Jul 2020
20 Jul 2022
$0.00200
21 Jul 2020
20 Jul 2022
$0.00200
12 Jan 2021
12 Jan 2024
$0.00150
3 Feb 2021
3 Feb 2024
$0.00150
24 Feb 2021 24 Feb 2024 $0.00150
24 Mar 2021 23 Mar 2024 $0.00150
24 Mar 2021 25 Nov 2022 $0.00300
-
-
-
-
-
-
-
200,000,000
520,000,000
860,000,000
680,000,000
(80,000,000)
100,000,000
(15,000,000)
200,000,000
(66,666,666)
(33,333,334)
100,000,000
100,000,000
(14,000,000)
(6,500,000)
79,500,000
200,000,000
520,000,000
600,000,000
860,000,000
85,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
The options outstanding as at 30 June 2021 had a weighted average exercise price of $0.002 and a weighted
average remaining contractual life of 2.58 years. Exercise prices range from $0.00125 to $0.06 in respect to
options outstanding as at 30 June 2021.
For the rights and options granted during the financial year, the valuation model inputs used to determine the fair
value at the grant date are as follows. These rights and options were issued pursuant to shareholder approval at
the Annual General Meeting held 25 November 2020.
2021
$
2020
$
5,026,790
3,547,346
11,237,159
17,666,720
16,263,950
21,214,066
476,258
3,245,048
68,233
100,440
535,492
3,345,488
15,728,458
17,898,578
207,661,177
203,221,135
925,883
850,000
(192,858,602)
(186,202,557)
15,728,458
17,898,578
(511,342)
(141,707)
(511,342)
(141,707)
43
44
67
Annual Report 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
NOTE 28: PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS
On 14 March 2019, EMC was placed into voluntary administration. After holding meetings with creditors, the
Administrators placed EMC into liquidation. In addition, the loss from Northam Solar farm was also classified as a
discontinued operation. The total losses written off are as follows:
Cash from sale of Northam Solar Farm
Creditors, accruals and other liabilities
Payment to Creditor Trust as agreed for delay in relisting
KordaMentha administration fee
Cash transferred to creditors trust
Payment to Creditor Trust for Northam Solar Farm expired
bank guarantee
Reimbursement to KordaMentha for FY19 R&D tax fee
Payment of outstanding Business Activity Statement from pre-
administration period
Accrual of Northam Solar Farm bank account to be transferred
to creditors trust
Profit/(Loss) from discontinued operations
2021
$
-
-
-
(50,000)
-
-
(37,724)
(14,678)
2,982
2020
$
(200,868)
3,783,432
(463,615)
(1,400,000)
(18,253)
(163,835)
-
-
-
(99,420)
1,536,861
NOTE 29: INTERESTS IN SUBSIDIARIES AND JOINT ARRANGEMENTS
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in Note 1:
Carnegie Recreational Watercraft Pty Ltd
CETO IP (Australia) Pty Ltd
CETO Wave Energy Ireland
CETO Wave Energy UK
CMA Nominees Pty Ltd
New Millennium Engineering Pty Ltd
Pacific Coast Wave Energy Corp
Country of
Incorporation
Australia
Australia
Ireland
United Kingdom
Australia
Australia
Canada
Percentage Owned (%)
2021
2020
100
100
100
100
100
100
95
100
100
100
100
100
100
95
NOTE 30: COMPANY DETAILS
The registered office and Principal place of business of the Company is:
Carnegie Clean Energy Limited
21 North Mole Drive
NORTH FREMANTLE WA 6159
68
45
Carnegie Clean Energy
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
NOTE 28: PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS
The Directors of the Company declare that:
On 14 March 2019, EMC was placed into voluntary administration. After holding meetings with creditors, the
Administrators placed EMC into liquidation. In addition, the loss from Northam Solar farm was also classified as a
discontinued operation. The total losses written off are as follows:
Cash from sale of Northam Solar Farm
Creditors, accruals and other liabilities
Payment to Creditor Trust as agreed for delay in relisting
KordaMentha administration fee
Cash transferred to creditors trust
Payment to Creditor Trust for Northam Solar Farm expired
bank guarantee
Reimbursement to KordaMentha for FY19 R&D tax fee
Payment of outstanding Business Activity Statement from pre-
administration period
to creditors trust
Accrual of Northam Solar Farm bank account to be transferred
2021
$
-
-
-
-
-
(50,000)
(37,724)
(14,678)
2,982
2020
$
(200,868)
3,783,432
(463,615)
(1,400,000)
(18,253)
(163,835)
-
-
-
Profit/(Loss) from discontinued operations
(99,420)
1,536,861
NOTE 29: INTERESTS IN SUBSIDIARIES AND JOINT ARRANGEMENTS
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in Note 1:
Country of
Incorporation
Percentage Owned (%)
2021
2020
Carnegie Recreational Watercraft Pty Ltd
CETO IP (Australia) Pty Ltd
CETO Wave Energy Ireland
CETO Wave Energy UK
CMA Nominees Pty Ltd
New Millennium Engineering Pty Ltd
Pacific Coast Wave Energy Corp
United Kingdom
Australia
Australia
Ireland
Australia
Australia
Canada
100
100
100
100
100
100
95
100
100
100
100
100
100
95
NOTE 30: COMPANY DETAILS
The registered office and Principal place of business of the Company is:
Carnegie Clean Energy Limited
21 North Mole Drive
NORTH FREMANTLE WA 6159
1.
the financial statements and notes, as set out on pages 41 to 68, are in accordance with the
Corporations Act 2001 and:
2.
3.
4.
a.
b.
comply with Accounting Standards and the Corporations Regulations 2001;
give a true and fair view of the financial position as at 30 June 2021 and of the performance for
the year ended on that date of the Group;
the financial statements comply with International Financial Reporting Standards as set out in Note 1;
the remuneration disclosures that are contained in the Remuneration Report in the Directors’ Report
comply with the Corporations Act 2001 and the Corporations Regulations 2001; and
the Managing Director and Chief Finance Officer have each declared that:
a.
b.
c.
the financial records of the company for the financial year have been properly maintained in
accordance with section 286 of the Corporations Act 2001;
the financial statements and notes for the financial year comply with the Accounting Standards;
and
the financial statements and notes for the financial year give a true and fair view;
5.
In the Director’s opinion, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
GRANT MOONEY
Director
TERRY STINSON
Director
Dated this 25th day of August 2021
45
46
69
Annual Report 2021
INDEPENDENT AUDITOR’S REPORT
To the members of Carnegie Clean Energy Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Carnegie Clean Energy Limited (“the Company”) and its
controlled entities (“the Group”), which comprises the consolidated statement of financial position
as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and 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 Group’s financial position as at 30 June 2021 and of its
financial performance for the year then ended; 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 (“the Code”) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have determined the matters described below to
be the key audit matters to be communicated in our report.
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Key Audit Matter
How our audit addressed the key audit matter
Fair value of intangible assets
Refer to Note 13
As at 30 June 2021, the Group has recorded
intangible assets with a value of $14,274,621
which relate to capitalised development costs and
intellectual property associated with the CETO
development asset. This asset is in the
development phase and is not yet available for
use.
Under AASB 136 Impairment of Assets,
intangible assets that are not yet available for use
are subject to an annual impairment assessment
irrespective of whether indicators of impairment
exist. We consider the recoverability of intangible
assets to be a key audit matter as it involved
complex matters including subjectivity and
judgement, it is material to the users’
understanding of the financial statements as a
whole and it required significant auditor attention
and communication with those charged with
governance.
Our procedures included but were not
limited to the following:
• Discussing with management the
appropriateness of the methodology and
assumptions used in determining the
recoverable amount.
• Considering the determination of the cash-
generating unit.
• Considered the basis for the cash flow
forecasts in the value-in-use modelling. This
included consideration of the historical
accuracy of previous estimates.
• Comparing the discount rate, growth rates
and other economic assumptions to available
internal and external data;
• Determining if the valuation supported the
carrying value of the intangible assets. This
process included sensitivity analysis
performed over critical variables.
• Performing our own assessment of
impairment indicators based on the
provisions of AASB 136 Impairment of
Assets.
• Assessing the adequacy of financial
statement disclosures.
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 Group’s financial report for the year ended 30 June 2021, 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.
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.
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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 ability of the Group
to continue as a going concern, disclosing, as applicable, matters related 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 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
judgement and maintain professional scepticism throughout the audit. We also:
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-
-
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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.
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.
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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,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Carnegie Clean Energy Limited for the year ended 30
June 2021 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.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
25 August 2021
N G Neill
Partner
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