Annual
Report
3
2
0
2
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Corporate
Directory
Directors
Share Registry
Terry Stinson
Non-Executive Chairman
Michael Fitzpatrick
Non-Executive Director
Grant Mooney
Non-Executive Director
Anthony Shields
Non-Executive Director
Auditors
HLB Mann Judd
Level 4, 130 Stirling Street
Perth WA 600
Chief
Executive Officer
Jonathan Fiévez
Company Secretary
Grant Mooney
Automic Group
GPO Box 5193
Sydney NSW 2001
1300 288 664
(within Australia)
Subsidiaries
CETO Wave Energy
Ireland Limited
4th Floor, North Block,
Rockfield Central, Dundrum
DN 16, Ireland
Carnegie Technologies
Spain S.L.
Claudio Coello, 24 – 4A2
28001 Madrid, Spain
CETO Wave Energy
UK Limited
6 Redheughs Rigg, Edinburgh,
EH12 9DQ, Scotland
Registered Office
Postal Address
21 North Mole Drive
North Fremantle WA 6159
PO Box 39
North Fremantle WA 6159
Telephone: (08) 6168 8400
Website: www.carnegiece.com
ASX Code: CCE
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Contents
Chairman’s Report
Company Overview
Global Context and Opportunity
CETO Technology
MoorPower Technology
Partnerships and Collaborative Ecosystems
Garden Island Microgrid
Additional Information
Financial Report
02
06
09
12
17
19
21
22
26
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Chairman’s Report
“I am delighted to present the Annual Report for Carnegie Clean
Energy for the financial year ending 30 June, 2023.”
Terry Stinson - Carnegie Clean
Energy Chairman.
In an era defined by how we meet climate
challenges and how quickly we can transition
to a clean energy future, this has been a year
of significant progress and accomplishment.
Carnegie has remained steadfast in pioneering
an innovative solution to our global problem.
Not only are we a frontrunner in delivering
wave energy, but also as a leader in
delivering a sustainable energy future.
Throughout the year, Management has
delivered on key milestones and is gathering
momentum.
Over the past year, Team Carnegie has
delivered the most significant technical
and commercial progress in all my time
with the company and they deserve to be
congratulated. These are truly exciting times.
From CETO, new opportunities have emerged.
These have included MoorPower, adding
diversification to the business and additional
opportunities to create new commercial
business streams.
Our purpose has not changed or wavered.
As a team, we are committed to harnessing
ocean energy to make the world more
sustainable.
In delivering on our purpose, our aim is
to become the global leader in this new
renewable source of energy, wave energy.
We will deliver clean, renewable technologies,
products and clean energy to the world while
also delivering value to our shareholders
and stakeholders.
4
Industry Landscape
Governments and businesses worldwide
continue to accelerate moves toward
renewable sources of energy. It is becoming
increasingly clear that to meet our emissions
and renewables targets, we require a broader
range of renewable energy technology
solutions.
This is among the key challenges of our
generation.
Ocean energy provides a zero emission,
almost limitless energy source that the world
is increasingly focused on as a critical part of
the solution.
And right around the world governments
are committing to the development of this
technology. In the past year, the focus
has been from Europe and in the USA,
global leaders in fostering new renewables
technologies.
The EU’s strategy for offshore renewable
energy includes specific wave and tidal
deployment. It targeted at least 1GW by 2030.
In recent months, the French government
announced support of at least €65 million
for a tidal energy farm, the EU awarded €40
million for two tidal energy farms via Horizon
Europe funding, and the EU Innovation fund
backed two major ocean energy projects, a
hybrid wind and wave platform project and a
wave energy project.
In May 2023, the US Department of Energy
(DOE), announced US$45 million for tidal
development and US$25 million to wave
energy technologies was awarded in 2022.
China also has a specific strategy for
ocean energy.
01 Meanwhile, the global commitment to 85%
from renewables by 2050 continues.
Carnegie Clean Energy is a front runner in
this emerging global wave energy industry,
recently validated by external experts with
significant commercial opportunities.
Australia continues existing carbon reduction
initiatives with a focus on reduction in
greenhouse gas emissions, targeting 43%
reduction by 2030 (below 2005 levels).
Offshore wind projects are advancing and
growing in Australia. With support for ocean
energy growing in Australia, wave energy
projects should be explored.
I expect Australian Government support
for ocean energy technology development
projects, like tidal and wave energy, to grow
rapidly in the future, with continued success
mirroring our success with wave energy
projects in Europe.
The Blue Economy CRC, partially funded
by the Australian Government, is making a
significant contribution to the development
of ocean energy technologies and continues
to be a key partner and supporter of Carnegie
projects over the past year.
The Blue Economy CRC and partners have
been instrumental with their support and
a key enabler in the development of CETO,
MoorPower, and associated wave energy
technologies over the past year.
Our Glidepath
The Product Validation Roadmap, unveiled last
year, is on track, with several key milestones
achieved over the past year.
CETO development progressed rapidly and
significantly over the past year, primarily
through the support of the EuropeWave
Programme with significant performance
improvements demonstrated through tank
testing of our advanced controllers. MoorPower
has progressed with the support of the Blue
Economy CRC. EuropeWave and BE CRC
awards have validated Carnegie as a viable
commercial enterprise and their involvement
has demonstrated the power of partnerships.
The Wave Predictor continues to be developed
as an integral part of CETO. It still has
potential as a stand-alone product, but for
now, the focus is on its use in CETO rather
than as a stand-alone product.
Europe is the focal point for wave energy
right now, and Carnegie is prepared to access
this market through active subsidiaries in
Europe including CETO Wave Energy Ireland
and our newly created subsidiary Carnegie
Technologies Spain. The Carnegie group and
its CETO technology really made waves over
the past year.
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From my perspective, the EuropeWave Programme
is one of the most powerful commercialisation
initiatives yet to be offered to the wave energy
industry due to its competitive procurement model
which required technologies to compete on key
metrics.
This is not a typical government funded research
and development program. EuropeWave used a
competitive bid process, with the leading wave
energy technology developers from around the
world competing for funding.
It pays the developers participating as contractors,
with clear deliverables, milestones and penalties.
The programme’s focus is on successful commercial
outcomes.
The goal was to select wave energy technologies
most likely to be commercialised on a large-scale
basis in Europe.
To make this happen, the program filters the
competitors proposals through a rigorous process
and then funds a scale demonstrator for those
that make it through the filter. That deployment
is intended to validate commercial viability to key
large program developers, energy players, and
energy providers in Europe. Similar to offshore wind,
once successfully demonstrated, wave technology
can be deployed around the world.
I’m so proud that the team came out of the final
round ranked number one. Amazing validation
of our CETO technology’s current status and
long-term potential.
This meant Carnegie’s subsidiary, CETO Wave Energy
Ireland, was awarded a €3.75m contract to build and
operate a CETO wave energy converter at the Biscay
Marine Energy Platform (BiMEP) in Spain.
These are exciting times for Carnegie.
A funded and successful EuropeWave deployment
serves as the launchpad to prove the CETO
technology and will be the catalyst for Carnegie’s
future commercial success.
Partnerships
Partnerships have been and will continue to be a key
part of our strategy.
Through our upcoming CETO deployment in
Spain, Carnegie will establish and develop further
relationships with new partners to facilitate the
design, development, fabrication, deployment, and
maintenance of our CETO scaled demonstrator.
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Summary
It is an honour to Chair this company, serving
with my fellow directors.
In this role, I have the opportunity to be
a part of the development of a new clean
energy technology, to be involved and work
with an amazing team of engineers and
commercial professionals, working both here
in Australia, and in Europe, to develop, deploy
and demonstrate new and exciting renewable
energy technology and new clean energy
products.
I’m proud to be part of introducing a new
energy technology to the world that can
provide a return to shareholders, while making
the Earth a better place for us, and for
our children.
The Carnegie team, Directors, Management,
and all employees, sincerely thank our
shareholders for their support over the past
year, and for many shareholders, thanks also
for many years past.
We also welcome our new shareholders who
have just joined Carnegie.
Together, we have embarked on a journey that
holds immense promise for a sustainable and
prosperous future.
Terry Stinson
Non-Executive Chair
The Blue Economy CRC, Hewlett Packard
Enterprise and other industry collaborators
continue as close partners and many new
partners and commercial relationships have
developed over the past year. More great
partners are expected in the coming years.
Strategy
In FY23, the board and Management refreshed
the strategic plan, and our strategy is clear.
We will maintain Carnegie’s position as a
global leader in wave energy and accelerate
commercialisation of CETO and MoorPower
products.
If one uses offshore wind industry
development as a comparative for future
success, we know the potential is significant
and the time is now. Carnegie can be the first,
the leader, and main player in wave energy
starting in Europe, and then worldwide,
generating sales, growth, profits, and
shareholder value.
In the past year, Management has continued
to demonstrate a highly efficient use of
capital and Carnegie continues to be debt
free. Shareholder funds have been managed
wisely and responsibly over the year.
Directors and Management continue to
present Carnegie’s developments and
potential to the investment community. In
the meetings, I have participated in, parties
have expressed sincere interest in Carnegie,
however so far, these efforts did not
significantly impact the share price over the
past year. This is surprising to me considering
all that Carnegie has achieved over the past
12 months. The team will continue to deliver
our projects and Management will continue to
keep the market informed.
Our strategic plan for future success is
solid and we are delivering great results.
As with other emerging technologies, the
commercialisation process will take time. My
personal view is that there will be increased
interest from capital markets as Carnegie
Clean Energy continues to deliver on the
strategy and milestones.
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02
Company Overview
Carnegie CEO and Board of Directors
Carnegie Clean Energy is a global leader in the wave energy industry with a portfolio of
products including CETO and MoorPower, our core wave energy converters.
Carnegie’s renewable wave energy
technologies capture and convert energy
from ocean waves into electricity that can
power large utility grids, remote communities,
and offshore demand applications like
aquaculture.
Carnegie has the knowledge and skills to
support the world’s transition to net zero
through the successful deployment of wave
energy. The global need for renewable energy
is critical and wave energy remains a vast
untapped opportunity. Our wave energy
technologies capture the consistent global
currently untapped wave energy resource to
provide reliable, predictable, clean energy.
With a long track record of wave energy
development including modelling, simulations,
tank testing, rapid small-scale prototyping,
and large commercial scale prototypes and
arrays, Carnegie is a world leader in the
emerging wave energy industry.
The wave energy industry is entering a key
inflection point, with growing recognition
that ocean energy has an important role
to play in remaking our energy systems to
meet the global climate change imperative.
Upcoming projects across the ocean energy
industry will unlock the commercial potential
of the sector by validating the technologies,
providing increased exposure to investors and
supporting the commercial roll out of projects
worldwide.
Our ACHIEVE Programme, which will deploy
a CETO prototype in the Basque Country in
2025 with the support of a contract from the
EuropeWave Programme and funds from the
Spanish Government, will mark an exciting
new stage in the history of Carnegie and the
CETO technology.
Meanwhile, in Australia, Carnegie’s MoorPower
projects with the BlueEconomy CRC and
key salmon producers Huon and Tassal will
expand the market opportunity for wave
energy in offshore aquaculture applications.
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01 Wave energy is unique.
You can’t see wave energy
but you can power a city
on it day and night.
Listed on the Australian Stock Exchange (ASX:
CCE) with over 12,000 shareholders, Carnegie
is an Australian company with global markets.
We are headquartered in Fremantle, Western
Australia but our reach is international with
active subsidiaries in the UK, Ireland and
Spain playing a key role in the European
market expansion.
Our team includes world class engineers,
scientists, accountants, analysts and other
professionals that all share a passion
for technology, renewable energy and
sustainability. The team is driven by our
shared purpose to harness ocean energy to
make the world more sustainable.
The Board of Directors is driven by the same
purpose and vision and are active and invested
in the business.
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03
Global Context and
Opportunity
To avoid the worst impacts of climate change, the world needs to rapidly transition
to a clean energy system – one that reduces emissions to reach net-zero while also
supporting progress towards our sustainable development goals.
Renewable energy technologies are set to
become the dominant source of energy to
achieve this global clean energy transition.
While wind and solar have played a key role to
date, other renewables like wave energy are
required to complement these efforts.
Wave energy is an untapped resource that
will play an important role in this growing
renewable energy portfolio. Wave energy is
clean, consistent, predictable and abundant.
It is present day and night.
There has been a notable surge in efforts
to progress ocean energy over recent years.
These efforts include the introduction of
offshore renewable energy legislation, policies
and incentives in the United States, Europe
and to a lesser extent, Australia. This is
driving increasing investment in ocean energy
as evidenced by investments being made
by the European Commission and ambitious
national governments like the US, Spain and
the UK. Wave energy’s inherent predictability
and consistency make it an attractive option
for countries seeking to diversify their
energy portfolios and reduce dependence on
fossil fuels.
The growth of the global ocean energy
sector is driving increased support and
investment in project delivery and research
and development to support ongoing cost
reductions. This is providing opportunities for
Carnegie and its international subsidiaries to
rapidly advance our technologies along its
commercialisation pathway.
Our recent EuropeWave contract award for
the deployment of CETO at Biscay Marine
Energy Platform (BiMEP) in Spain is an
example of how international commitments
to supporting the growth of the ocean energy
sector is delivering progress on CETO’s
commercialisation journey.
The additional funding awarded by the Spanish
Government to enhance that deployment
in Spain provides further validation of the
technologies leading position.
Delivery of ocean energy will generate
economic growth, job creation, and
innovation within coastal communities
globally. The positive impact extends beyond
just provision of clean, secure energy and
supports revitalisation of coastal regions and
employment transition in regions.
Why Wave Energy
Oceans cover more than 70% of the surface of
our planet and offer significant opportunities
to support our sustainable transition. Global
investment in ocean energy continues to
increase and Ocean Energy Europe (OEE)
forecasts a €653b (A$1,078b) market potential
for ocean energy by 2050.
Wave energy’s strength lies in its reliability
and predictability. Ocean waves are influenced
by well-understood factors like wind patterns
and bathymetry, allowing for accurate
forecasting. This predictability enables us to
confidently estimate wave energy production
over time, facilitating strategic planning and
seamless integration into the grid.
Unlike wind and solar energy, which can
experience rapid fluctuations due to weather
conditions, wave energy is more consistent.
Waves exhibit steadier patterns, resulting in a
stable and dependable energy output.
The consistent nature of wave energy
production can reduce the reliance on energy
storage solutions like batteries, which are
essential for stabilising the intermittent
output of wind and solar systems. This
not only enhances grid resilience but also
potentially leads to cost savings by minimising
infrastructure and maintenance expenses.
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Complementary Renewable Energy Portfolio: Wind, Solar and Wave
United Nations Sustainable
Development Goals
Carnegie supports the United Nations
Sustainable Development Goals (SDGs) to
create a better and more sustainable future
for all. As we reflect on the past year, we are
proud to share several key SDGs that resonate
with our mission and vision.
SDG 6: Clean Water and Sanitation
Ocean energy can power desalination
to transform seawater into clean water,
ensuring access to clean water for
coastal communities.
SDG 7: Affordable and Clean Energy
Carnegie remains at the forefront of the clean
energy revolution. We will continue to develop
affordable, sustainable wave energy solutions
that reduce carbon emissions.
SDG 8: Decent Work and Economic Growth
Our commitment to innovation and
sustainable practices is not only contributing
to environmental preservation, but also
creating employment opportunities and driving
economic growth in the regions we operate.
We believe that a green economy can be a
source of prosperity for all.
SDG 9: Industry, Innovation, and Infrastructure
Carnegie is driving innovation in wave
energy infrastructure, leading to
advancements that will benefit industries,
economies, and societies globally. We are
committed to technological excellence and
sustainable development.
SDG 11: Sustainable Cities and Communities
Our work is not only about technology
but also about transforming communities
into sustainable, resilient hubs along our
coastlines. By providing clean energy solutions
and infrastructure, we are empowering
coastal communities to thrive in a rapidly
changing world.
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SDG 12: Responsible Consumption
and Production
We recognise the importance of responsible
consumption and production. By promoting
the use of clean energy, we are contributing
to a more sustainable future, where resources
are used efficiently and sustainably.
SDG 13: Climate Action
The fight against climate change is a global
priority. We continue to play our part by
harnessing the power of the oceans to
generate clean, renewable energy.
SDG 14: Life Below Water
Through innovation and responsible ocean
energy solutions, we are committed
to safeguarding the rich biodiversity of
our oceans.
SDG 17: Partnerships for the Goals
None of these achievements would be
possible without the strong partnerships we
have forged with governments, organisations,
and communities around the world. Together,
we are driving towards a sustainable and
prosperous future for all.
In the coming year, Carnegie remains dedicated to our mission of delivering clean, sustainable
wave energy solutions and fostering partnerships that will support progress against these
Sustainable Development Goals.
17 Partnerships for
the goals
14 Life below water
6 Clean water and
sanitation
7 Affordable and
clean energy
8 Decent work and
economic growth
12 Responsible consumption
and production
13 Climate action
9 Industry, Innovation,
and infrastructure
11 Sustainable Cities
and communities
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04
CETO®
CETO® Technology
Named after a Greek sea goddess, our CETO wave energy converter captures the vast
and untapped energy within our oceans, transforming it into electricity that seamlessly
integrates into the grid or demand application and complements other renewable
energy technologies.
What sets CETO apart is its unique design—a
fully submerged, point absorber type wave
energy technology with advanced control
that allows us to optimise its operations.
Beneath the ocean’s surface, our submerged
buoy moves in harmony with the motion
of the waves, and it is this orbital motion
that drives the power take-off (PTO) units
within the buoy. Through this process CETO
converts ocean waves into a source of clean,
grid-ready electricity.
Our commitment to environmental
sustainability is at the core of CETO’s design.
The submerged buoys minimise visual impact
and support the system’s resilience against
extreme weather conditions.
Markets for CETO are large and diverse,
spanning from remote and island communities
seeking to reduce their dependence on fossil
fuels to large utility scale grid-connected
installations contributing to comprehensive
clean energy portfolios.
As the technology progresses along its
commercialisation pathway and cost of energy
continues to decrease, Carnegie envisages
the addressable market for wave energy to
expand, forming a growing adoption curve
previously seen in the solar PV and offshore
wind industries.
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No Visual Impact – fully
submerged and invisible
from shore
Security – provides emissions
free sustainable energy and water
security to countries & islands
Developed & Tested – over 15
years of onshore, wave tank and
tens of thousands of hours of
in-ocean testing
Scalable –
modular array design
Flexible – operates in variety of
water depths, swell directions,
tides & seafloor conditions
Clean – minimal environmental
impact, co-exists with marine life
Storm Survivability – fully
submerged & extreme wave
mitigation system
Desalination – zero-emission
freshwater co-production
allows pseudo energy storage
15
ACHIEVE Programme
The ACHIEVE Programme will deploy a CETO prototype at the Biscay Marine Energy
Platform (BiMEP) in the Basque Country, Spain in 2025. This will entail delivery of the
final detailed design, manufacture, assembly, PTO testing, integration testing, installation,
commissioning and two years of CETO operations at BiMEP.
ACHIEVE is being delivered under a €3.75m
contract awarded through the EuropeWave
Pre-Commercial Procurement Programme.
The project is enhanced and extended
through a €1.2m grant awarded by the Spanish
Government through the RENMARINAS DEMOS
Program. Both of these wins were awarded
subsequent to the end of the financial year.
Combined, this support enables a strong, well-
funded validation of the CETO technology in
an open ocean deployment site. The delivery
of this project marks a key turning point in
CETO’s commercial pathway and unlocks the
commercial roll out of the technology.
BiMEP - CETO Deployment Site for ACHIEVE Programme
EuropeWave Contract
In September 2023, Carnegie’s subsidiary,
CETO Wave Energy Ireland Limited, was
awarded a contract for its ACHIEVE Project
which will deploy a CETO unit in Europe via
the EuropeWave Pre-Commercial Procurement
(PCP) Programme. The EuropeWave contract
award for the ACHIEVE Project, valued at
€3.75 million ($6.3 million AUD), illustrates
Carnegie’s leading position in the sector.
CETO Wave Energy Ireland was selected in a
competitive selection process, which started
with 36 technology developer applications and
was narrowed down through three competitive
selection rounds to 3 final companies that
were offered contracts for deployment. The
ACHIEVE Project bid received the highest
score in the final selection round which gave
the team first choice of deployment location.
16
This contract for deployment of CETO
through the ACHIEVE Project follows on from
the competitive selection and successful
performance of CETO in previous phases
of the EuropeWave Programme, for which
Carnegie delivered a compelling CETO design
for sites in both Scotland and the Basque
Country, two tank testing campaigns, power
take-off testing, techno-economic analysis,
technology certification pathway, commercial
activities and more.
The EuropeWave PCP is a collaborative
effort between Wave Energy Scotland
(WES) and the Basque Energy Agency (EVE),
with the overarching goal of expediting the
development of cost-effective wave energy
converter systems that can withstand the
challenges of the ocean environment.
The ACHIEVE Project team embarks on
delivering this EuropeWave contract alongside
consortium partner SAITEC Offshore
Technologies, and a group of subcontractors
including Hewlett Packard Enterprise, Lloyd’s
Register EMEA, Hutchinson, Quoceant, VGA,
Advanced Composite Structures Australia, and
Julia F. Chozas Consulting Engineer.
The company maintains ownership of the
intellectual property, results, and any tangible
assets produced during the ACHIEVE project.
RENMARINAS DEMOS
Spanish Government Grant
Carnegie’s subsidiary, Carnegie Technologies
Spain (CTS), was awarded a €1.2m grant for
its AGUAMARINA project in September 2023.
The AGUAMARINA funding complements
the EuropeWave contract for the ACHIEVE
Project and enables additional activities to
be delivered for this key CETO deployment
in Europe. Ultimately this funding improves
and de-risks the activities whilst supporting
Carnegie’s ambition for this deployment
to unlock the commercial roll out of the
technology globally.
Managed by Spain’s IDAE (Instituto para la
Diversificación y Ahorro de la Energía), the
RENMARINAS DEMOS program is promoting
the investment in marine renewables
actions through four key subprograms.
CTS’ AGUAMARINA Project is receiving
€1.2m funding through Subprogram 3: The
development of marine renewable technology
The EuropeWave project has received funding from the European Union’s
Horizon 2020 Research and Innovation Programme under grant agreement
No 883751.
17
Platform (BiMEP) will also be supported
by AGUAMARINA.
demonstrators. The RENMARINAS DEMOS
program follows the main strategic lines of
action identified in the recent Roadmap for
the development of offshore wind and marine
energy in Spain, targeting 40-60 MW of marine
energy deployment by 2030, and is supported
by NextGenerationEU funds via the Spanish
Plan de Recuperación, Transformación y
Resiliencia (Plan for Recovery, Transformation
and Resilience).
The funding will provide additional support
to enhance and extend the activities
associated with the ACHIEVE project and
supports further collaboration with the
deployment site. The funding will provide
an additional year of operations offshore,
doubling the deployment of the CETO device.
Planned wave prediction activities will be
expanded delivering additional improvements
to the advanced control capabilities to
be demonstrated during the operations
period. The funding will also support local
infrastructure including foundations and the
dynamic cable to attach to existing electrical
infrastructure. Collaboration, engagement and
knowledge dissemination with stakeholders
and directly with the Biscay Marine Energy
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05
MoorPower®
MoorPower® Technology
As the aquaculture sector moves operations further offshore, new challenges are
encountered to access clean and reliable energy. Without shore-based power, 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.
Carnegie’s solution to address this challenge is MoorPower, a spin-off that incorporates core
aspects of Carnegie’s CETO technology and know-how into a novel wave energy converter
system for use in offshore energy demand applications. 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.
The concept and vision for MoorPower grew out of engagement with stakeholders in the Blue
Economy CRC (BE CRC) including key aquaculture companies and their technology providers,
ensuring that Carnegie understood their requirements, constraints and challenges.
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MoorPower Scaled Demonstrator Project
In October 2021, Carnegie launched the $3.4m MoorPower Scaled Demonstrator Project
with support from Australia’s Blue Economy Cooperative Research Centre (BE CRC) and a
consortium of partners. This important project is taking MoorPower from concept to an
operating prototype and allow future users to see the technology in action.
As part of the MoorPower Scaled Demonstrator
Project currently underway, Carnegie is
designing, developing, building and operating
a scaled demonstrator of the MoorPower
technology in collaboration with Blue
Economy CRC and leading partners, including
aquaculture leaders such as Huon Aquaculture
and Tassal. The scaled demonstrator will be
deployed and operated just offshore from
Carnegie’s office and research facility in North
Fremantle, Western Australia. Operations will
commence in late 2023.
Following the scaled demonstrator, the next
step in the product roadmap will be the
integration of MoorPower into an operating
environment in a Commercial Scale Prototype,
likely to be in Tasmania with our Blue
Economy partners.
In addition, Carnegie is working with
international partners to explore the global
market opportunities for MoorPower.
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06
Partnerships and
Collaborative Ecosystems
Collaboration plays a key role in the development and commercialisation of our wave
energy technologies. We build and foster collaborative ecosystems with strategic
commercialisation partners, industry partners, research institutions and industry
associations. These partnerships are key to delivering global wave energy projects utilising
our technologies, driving innovation and cost reductions in our technologies and supporting
delivery of our ambitious vision for the wave energy industry.
Project Development
As a leading technology provider offering wave
energy technologies for global energy projects,
Carnegie engages with project development
partners rather than delivering this all under
a build, own operate model. We are working
with strategic project development partners
and project owners to develop a pipeline
of future projects that will licence our
technologies.
Being part of this ecosystem involves ongoing
engagement with project developers, large
energy utilities around the world, investors
and more.
Innovation
Progress along our commercialisation pathway
will see ongoing innovation delivering further
performance improvements which drive cost
reductions, as seen in every energy industry’s
historical journey.
We partner with leading industry groups
like Hewlett Packard Enterprise (HPE),
the multinational enterprise information
technology company, with whom we
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 cost of the CETO technology.
Carnegie’s active participation in the Blue
Economy Cooperative Research Centre
(BE CRC) showcases the innovation and
market opportunities that can emerge from
collaboration. Our leadership of projects
like MoorPower Scaled Demonstrator and
Mooring Tensioner for Wave Energy Converters
(MoTWEC), demonstrates how working with
like-minded partners can provide crucial
financial support, and engagement with
new partners, new markets and greater
market insights.
Carnegie also collaborates with world-
class academic and research institutions
both in Australia and internationally. These
partnerships grant access to world-class
resources and expertise and promote
knowledge exchange, further enriching the
company’s research and development efforts
and delivering innovation intended to deliver
future cost reduction improvements along the
technology commercialisation pathway.
Industry Representation
Participation in industry associations, such as
the Australian Ocean Energy Group (AOEG),
Ocean Energy Europe (OEE), and the UK Marine
Energy Council, highlights our commitment to
collaboration with our peers across the ocean
energy sector globally. These associations
provide a platform for sharing experiences,
learning from others, and influencing policies
that are shaping the industry’s future. By
being actively engaged in these groups, we
play a leadership role in the emerging wave
energy industry and remain at the forefront of
industry developments.
21
The ecosystem of collaboration that Carnegie has cultivated is part of how we continue propelling
our wave energy technologies forward. Through partnerships, research alliances, and industry
engagement, we leverage a vast pool of expertise, resources, and opportunities, ensuring we
remain at the forefront of wave energy innovation and contributing significantly to the growth of
the global ocean energy industry.
22
07
Garden Island Microgrid
One of Carnegie’s unique assets is its 100% ownership of the Garden Island Microgrid
(GIMG), located on HMAS Stirling in Western Australia. Through this asset, Carnegie sells
clean renewable energy to the Department of Defence under an Electricity
Supply Agreement.
The asset also offers a unique opportunity
for future wave energy projects through its
available electrical connection point, existing
offshore infrastructure, and ability to sell
power through the existing Electricity Supply
Agreement. The offshore wave lease area
was the site of Carnegie’s previous Perth
Wave Energy Project and any future projects
could benefit from the previous site data and
infrastructure investments made at the site.
The Garden Island Microgrid system includes:
•
•
2MW Solar PV Array
2MW Battery Energy Storage System
• Offshore lease area for wave energy
• Onshore electrical connection point
for future wave energy deployments in
Carnegie offshore lease area
During the year, the team completed repair works under an insurance claim for some sections
of the array that were damaged by a storm event. In August 2023, a dispute with a supplier was
resolved related to the provision of solar panels. This resulted in the supplier making a settlement
payment to Carnegie of approximately $1.5m.
23
08
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 12 September 2023.
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
260
490
757
3,892
7,117
Number of Holders: 12,516
Number of Shareholders holding less than a marketable parcel: 8,927 at share price of $0.002
Substantial Shareholders
Shareholder Name
Number of Shares
Citicorp Nominees Pty Limited
1,273,693,435
HSBC Custody Nominees
(Australia) Limited
1,087,736,294
BNP Paribas Nominees Pty Ltd
QACF Clearstream
993,526,271
%
8.14%
6.95%
6.35%
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 15,642,573,710 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.
24
Number
of Shares
Percentage
of Capital
1,273,693,435
1,087,736,294
993,526,271
776,985,492
461,112,267
402,863,636
392,863,636
250,000,000
178,572,000
120,000,000
100,000,000
8.14%
6.95%
6.35%
4.97%
2.95%
2.58%
2.51%
1.60%
1.14%
0.77%
0.64%
0.62%
0.60%
0.45%
0.41%
0.41%
0.39%
0.39%
0.35%
0.35%
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
ASYMMETRIC CREDIT PARTNERS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
RICHCAB PTY LIMITED
DAWNRAY PTY LTD
MR GRANT JONATHAN MOONEY
DAWS & SON PTY LTD
MR BARRY LESLIE RAMSAY
OCEAN FLYERS PTY LTD
FRASER INVESTMENT HOLDINGS PTY LTD
96,325,162
BNP PARIBAS NOMS PTY LTD
GFSF SUPER PTY LTD
MR CARL GIANATTI & MRS MARGARET R GIANATTI
94,022,335
70,000,000
64,641,940
BNP PARIBAS NOMINEES PTY LTD
63,723,671
HUROSE PTY LTD
JOHN JOHN’S UNIVERSE PTY LTD
MISS LYNN CLARE MURRAY
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
60,679,264
60,261,892
55,200,000
55,048,505
Total
6,657,255,800
42.56%
HOLDERS OF SECURITIES IN AN UNLISTED CLASS
25
OPTIONS ISSUED UNDER EMPLOYEE INCENTIVE PLAN (MANAGEMENT AND STAFF)
Optionholder Name
Option Code No. Options
Exercise
Price $
Exercise Date
MANAGEMENT & STAFF
CCEOPT10
16,000,000
$0.03600
15/09/2023
TERRY DEWAYNE STINSON
CCEOPT05C
85,000,000
$0.03000
25/11/2023
MANAGEMENT & STAFF
CCEOPT13 280,000,000
$0.03000
28/09/2024
MRS PAULA LOUISE FIEVEZ
CCEOPT14 150,000,000
$0.03000
28/09/2024
MR JONATHAN FIEVEZ
CCEOPT11
150,000,000
$0.03600
3/10/2024
TERRY DEWAYNE STINSON
A&J SHIELDS CO PTY LTD
CCEOPT12 100,000,000
$0.03600
22/11/2024
CCEOPT12 100,000,000
$0.03600
22/11/2024
MR GRANT MOONEY
CCEOPT12 100,000,000
$0.03600
22/11/2024
TERRY DEWAYNE STINSON
CCEOPT15 100,000,000
$0.03000
25/11/2024
HOLDERS OF SECURITIES IN AN UNLISTED CLASS
26
OPTIONS
Optionholder Name
Option Code
No. Options
Exercise
Price $
Exercise Date
ASYMMETRIC CREDIT PARTNERS
PTY LTD
RICHCAB PTY LIMITED
ASYMMETRIC CREDIT PARTNERS
PTY LTD
DAWNRAY PTY LTD
CCEOPT07
520,000,000
$0.01500
3/02/2024
CCEOPT08
200,000,000
$0.01500
24/02/2024
CCEOPT08
200,000,000
$0.01500
24/02/2024
CCEOPT08
200,000,000
$0.01500
24/02/2024
HFM INVESTMENTS PTY LTD
CCEOPT09
460,000,000
$0.01500
23/03/2024
LOG CREEK PTY LTD
CCEOPT09
400,000,000
$0.01500
23/03/2024
CAMERON CHARLES GRIFFIN
CCEOPT12
80,000,000
$0.03600
22/11/2024
VICKI WENDY GROAT
CCEOPT12
20,000,000
$0.03600
22/11/2024
ASYMMETRIC CREDIT PARTNERS
PTY LTD
CCEOPT04
250,000,000
$0.00125
28/10/2024
27
09 Financial Report
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
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 2023.
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 and non-executive director experience with innovation
companies globally. He was formerly the Chief Executive Officer and Managing Director of Orbital Corporation
Ltd, until his resignation as a director on 18 November 2019. He was a former Vice President and General
Manager at Siemens AG, Chief Executive Officer and Managing Director at Synerject, Vice President at
Manufacturing Outboard Marine Corporation, and Director Advanced Product and Process Development at
Mercury Marine, a division of Brunswick Corp.
Mr Stinson is currently a Non-Executive Chair Talga Group Ltd, appointed February 9, 2017, and Engentus Pty
Ltd, appointed April, 2021. As well as Non-Executive Director of Aurora Labs, appointed 26 February 2020.
Michael Fitzpatrick AO B.Eng (Hons), B.A (Hons), M.A (Oxon) (Non-Executive Director) – appointed 28
November 2012
Committed to sustainability, Mr Fitzpatrick is a pioneer in renewable investments, including investing in Pacific
Hydro, developer of the first commercial windfarm in Australia in the 1990s and the Ord Hydro-Electric Scheme.
He founded the infrastructure investment firm, Hastings Funds Management Limited, managing investments of
over $3.8 billion.
Mr Fitzpatrick is an Alternative Director of Foresight Australia Limited (previously Infrastructure Capital Group),
manager of Australian Infrastructure Fund Limited, a billion dollar renewables fund owning wind, solar and hydro
assets.
He was a former Director of Rio Tinto Limited and Chairman of the Australian Football League.
Mr Fitzpatrick is the Chairman and Director of LATAM Autos Limited which was a listed company until 8 May
2020.
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, 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. He was a previous Director of
Greenstone Resources Limited (formally Barra Resources Limited), until his resignation on 18 August 2021,
and SRJ Technologies Limited, until his resignation on 17 January 2023. Mr Mooney is also a member of
Chartered Accountants Australia and New Zealand.
3
28
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
Anthony Shields B.Bus (Non-Executive Director) - appointed 25 November 2019
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.
Mr Shields has not been a director of any other listed Company in the last three years.
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 (iii)
Anthony Shields (iv)
ORDINARY
SHARES
19,700,000
1,021,535,417
350,000,000
776,985,492
OPTIONS
285,000,000
860,000,000
100,000,000
1,070,000,000
i. Mr Stinson has an interest in 19,700,000 ordinary shares and 285,000,000 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
400,000,000 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 460,000,000 options held by HFM Investments Pty Ltd.
iii. Mr Mooney is a Director of Ocean Flyers Pty Ltd and is therefore deemed to have an interest in 100,000,000
ordinary shares. Mr Mooney also holds 250,000,000 ordinary shares and 100,000,000 options in his own
name.
iv.
Mr Shields is a Director of Asymmetric Credit Partners Pty Ltd and therefore is deemed to have an interest
in 776,985,492 ordinary shares and 970,000,000 options held by Asymmetric Credit Partners Pty Ltd and
100,000,000 options are held by A&J Shields Pty < A&J Shields Family account>.
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.
OPERATING RESULTS
The net loss the Group for the financial year ended 30 June 2023 was $630,396 (2022: loss of $1,924,680
which included a gain from discontinued operations of $369,337).
DIVIDENDS
The Directors do not recommend the payment of a dividend for the financial year ended 30 June 2023. No
dividends were paid during the financial year.
4
29
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
REVIEW OF OPERATIONS
During the year to 30 June 2023, the Group’s activities included the following:
Product Validation Roadmap
During the year, Carnegie progressed its products in line with the Product Validation Roadmap for core
CETO and MoorPower product development released in June 2022. The Roadmap outlines activities
that have been and continue to be delivered during 2023 and beyond to validate Carnegie’s products.
This validation process is an important stage in the commercialisation pathways of our products.
Carnegie has made strong progress to validate its core CETO and MoorPower technologies through
delivery of projects that have support from key partners and funding bodies. CETO Wave Energy
Ireland’s continued participation in the EuropeWave PCP Programme and Carnegie’s MoorPower
Projects are key mechanisms being utilised to validate the technologies in this Roadmap. These
activities are supported by the Company’s strong partner ecosystem, which includes Hewlett Packard
Enterprise and Blue Economy Cooperative Research Centre (CRC).
CETO Wave Energy Product
CETO is Carnegie’s core technology, a submerged point absorber type wave energy converter which
converts ocean waves into zero-emission electricity. The CETO technology was progressed as
intended via the Digital Development Pathway and Product Validation Roadmap during the year.
The technical and commercial promise of the CETO technology is reaffirmed by the successful selection
in the competitive €22.5m EuropeWave PCP Programme for the advancement of wave energy
technologies. Carnegie’s wholly owned subsidiary CETO Wave Energy Ireland (CWEI), along with a
strong consortium of partners, was selected to deliver Phase 1 and subsequently, was awarded a Phase
2 contract in September 2022. During the year, under these EuropeWave contracts, CWEI completed
the Phase 1 and Phase 2 activities. Subsequent to the year end, CWEI was awarded Phase 3 contract
to build and operate a CETO scaled prototype at the Biscay Marine Energy Platform (BiMEP) test site
in the Basque Region of Spain.
As part of the EuropeWave Phase 1 Project, completed in July 2022, the team:
Advanced the design of a CETO prototype intended to lead to the full design, manufacture,
deployment and operations of a CETO prototype at a European site in Phase 3. This
provides a clear validation pathway for the CETO technology.
Completed tank testing of a CETO model and equipment at the Cantabria Coastal Ocean
Basin in Spain. The project team conducted over 200 tests during the campaign and was
pleased with CETO’s performance in the simulated wave conditions. The testing was
independently evaluated to validate CETO’s energy capture efficiency in European wave
conditions.
As part of the EuropeWave Phase 2 Project, completed in June 2023, the team:
Completed the Front End Engineering Design (FEED) of the CETO prototype that will
support the deployment and operations of a CETO prototype at a European site in Phase 3.
This provides a clear validation pathway for the CETO technology.
Completed tank testing to validate the performance of Carnegie’s advanced controllers and
CETO’s novel survival strategy for extreme sea states at the Cantabria Coastal Ocean Basin
in Spain. The team worked in collaboration with Hewlett Packard Enterprise to successfully
validate the new reinforcement learning controller, a first for the wave energy industry.
Reinforcement learning is an area of artificial intelligence in which a machine learning based
controller is built with the ability to self-learn. This advanced controller has significant
potential to improve the efficiency of the device and provide additional safety in extreme
seas.
5
30
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
CETO Wave Energy Technology (continued)
Phase 2 testing also validated the survivability of CETO in extreme conditions by testing
novel survivability approaches that can significantly reduce CAPEX. The testing was
independently evaluated following completion.
Undertook PTO testing to support de-risking of the novel PTO to be deployed in Phase 3. In
addition to testing undertaken during Phase 2, additional testing through the IMPACT Project
is ongoing and results will feed into Phase 3 activities.
Collaborated with DNV to undertake technology qualification activities and deliver a
certification plan.
At the end of the financial year, the team worked to prepare its tender for consideration to continue to
Phase 3 of the EuropeWave Programme. This tender was submitted in early July 2023 with successful
contract award announced subsequent to year end, in September 2023.
Of the five contractors who delivered Phase 2, three contractors were selected to deliver Phase 3, in
which the EuropeWave Buyers Group contracts the parties to complete final design then manufacture,
deploy and operate their prototype at the open-water test site of Biscay Marine Energy Platform (BiMEP)
in Spain or the European Marine Energy Centre (EMEC) in Scotland. CWEI has selected BiMEP as the
deployment site. Phase 3 activities commence in September 2023 and run through to May 2026.
The team progressed development of the Mooring Tensioner, a component which provides passive
tension required for rotary electric power take-off systems, such as is required for CETO and
MoorPower. The MoTWEC (Mooring Tensioner for the Wave Energy Converters) Project is supported
by the Blue Economy CRC and being delivered in collaboration with partners.
Project partner Advanced Composite Structures Australia (ACS-A) and Carnegie have designed a
Mooring Tensioner prototype that was manufactured by ACS-A. Carnegie designed and constructed
a test rig that capable of undertaking functional and fatigue testing on the prototype. The Mooring
Tensioner test rig was commissioned, and testing is ongoing at Carnegie’s private research facility in
Western Australia.
MoorPower Wave Energy Product
MoorPower is a CETO derived wave energy product designed to deliver a sustainable energy supply
for marine industries operating at a fixed moored location, reducing the reliance on diesel.
The $3.4m MoorPower Scaled Demonstrator Project that the team has been undertaking during the
financial year has support from the Blue Economy CRC and is being delivered in collaboration with a
strong consortium of partners. including Huon Aquaculture and Tassal Group. Aquaculture industry
partners Huon and Tassal could become the first adopters of the MoorPower commercial product.
During the year, the MoorPower team completed the design of the MoorPower scaled demonstrator,
acquired a barge to be utilised for the demonstrator, prepared the barge for installation of the
MoorPower system, manufactured and procured the MoorPower system components and commenced
testing of the core elements of the prototype at its research facility. Final testing and assembly works
are underway in advance of deployment just offshore from Carnegie’s research facility in Western
Australia.
Garden Island Microgrid
Under Carnegie’s Power Supply Agreement, the Department of Defence continues to purchase all
power produced by the Garden Island Microgrid.
6
31
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
Garden Island Microgrid (continued)
During and subsequent to the year, the team continued to work through some equipment and
operational issues which have constrained the output of the system during the year and achieved
resolution on several issues:
Operations and Maintenance Contractor, Secure Energy, replaced four hundred (400) solar
panels and some structural framing on the array during the year. This work was undertaken
following the receipt of an insurance claim paid due to a storm event.
Subsequent to end of year, Carnegie and a supplier agreed, without admission of liability, to
settle a dispute related to the provision of solar panels to the Garden Island Microgrid on
terms set out in a Deed of Settlement and Release. As part of the Settlement, the supplier
paid to Carnegie the sum of $1,534,648 in consideration for releases provided by both
parties.
Corporate
Carnegie Clean Energy established a new wholly owned subsidiary in Spain, Carnegie Technologies
Spain Ltd. This new subsidiary will support R&D and commercialisation projects for Carnegie’s product
portfolio in Europe.
In November 2022, the Company delivered an Investor Webinar which provided an overview of
Carnegie’s strategy and progress hosted by CEO Jonathan Fievez and Chairman Terry Stinson.
The Annual General Meeting was held on November 22, 2022. All resolutions were passed.
FINANCIAL POSITION
The net assets of the Group increased by $490 thousand from $20.73 million to $21.22 million as at 30 June 2023.
This is predominantly the options exercised and also the result of the net loss for the period during the period.
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
On 28 August 2023 the Company and a supplier to its Garden Island project have agreed to settle a
dispute related to the provision of solar panels. The terms are set out in a Deed of Settlement and
Release with key term being payment to Carnegie from the supplier. Carnegie has received the sum of
$1,534,648 on 25 August 2023 in consideration for releases provided by both parties. This amount has
been accrued in the financial statements as other income.
On 6 September 2023 the Company announced that its wholly owned subsidiary, CETO Wave Energy
Ireland, was awarded a €3,746,531 Phase 3 EuropeWave contract to build and operate a CETO wave
energy prototype at a European Test Site. As the top ranked contractor, the team was able to select its
preferred deployment site at the Biscay Marine Energy Platform in the Basque region of Spain. The
contracted project runs from 2023 to 2026 with CETO deployment forecast for 2025.
Other than the items above, there has not been any matter or circumstance that has arisen after balance date that
has significantly affected, or may significantly affect, the operations of the Group, the results of those operations,
or the state of affairs of the Group in future financial periods.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Strategy
The company has two major focus areas: commercialising the CETO and MoorPower technologies. In the
interest of astute capital management, Carnegie has looked for, and found, programmes and organisations to
financially support these developments.
7
32
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES (continued)
Strategy (continued)
For CETO, the strategy has been to secure a continuation of the EuropeWave programme since it aligns
perfectly with the technology roadmap and provides the vast majority of funding to complete the companies first
ocean deployment in Europe. Europe is the most attractive jurisdiction for wave energy deployments currently
given the targets set by the EU and the support on offer.
The focus on EuropeWave paid off with a contract awarded for phase 3 in early September. Additionally, the
work on phase 2 and the bid for phase 3 was ranked first amongst the three finalists selected, giving Carnegie
first choice of the deployment sites on offer.
The strategy going forward is to use the success of EuropeWave to attract a partner to drive development of the
follow-on project. Importantly the EuropeWave programme also provides the 3rd party assessment of the
technology and the company, crucial inputs to the investment decisions of a project partner.
For MoorPower, the strategy has also been to demonstrate the technology in order to build confidence within the
pool of potential customers. This is why the company has, with the support of the Blue Economy CRC, formed
and executed a project to deploy a scaled demonstration of the MoorPower system on a barge.
The MoorPower Scaled Demonstrator project has completed all design phases and is now in construction with
deployment to occur in October 2023. Once sufficient operational time has been achieved with adequate results
the securing of the second phase can commence. This involves working with project partners, Huon and Tassal,
together with the Blue Economy CRC to form the project that will see the MoorPower system at commercial
scale installed on a working feed barge.
Risks
The need for renewable energy is only increasing. Governments are progressively recognising the growing
risk that climate change and other related pollutants pose to health and security. There are various
mechanisms in place in the major markets of the USA and Europe that support the energy transition with
specific elements that focus on the emerging field of ocean energy. Whilst this support is currently growing,
risks are present due the reluctance of governments and agencies to take a long term view in the face of the
worsening crisis. Technologies that are mature may potentially take a larger share of the support available as
they are deployable at scale today.
At the project level, risks are present with finalising the design and securing supply of critical components.
While the designs of both CETO and MoorPower seek to predominantly use of-the-shelf items, some are
bespoke and a limited number of suppliers exist to provide them. This could delay the deployment or result is
poor performance or reliability once in service.
With MoorPower deployment occurring imminently the risks associated operating a vessel at sea come into
play. From a strategic risk perspective, poor reliability would not give comfort to the future project partners that
this project seeks to achieve.
ESG factors are predominantly positive for the company but some risks remain. With deployed equipment
there is a risk that they break free and do environmental damage to an area where they rest. Given there are
negligible fluids or chemicals onboard both CETO and MoorPower, any damage is likely to be minor. This
would however impact the social licence that wave energy acquires fairly easily due to its minimal visual
impact.
Conclusion
Carnegie is positioned incredibly well to capitalise on the global ambition to decarbonise energy production at
all levels. At utility scale, project developers and utilities are both aiming to be at the forefront of this emerging
technology and are actively looking for the leading companies in the field. Governments are looking to ensure
that they secure the sovereign capability that comes with the first mover advantage.
For MoorPower customers, the demands for ESG reporting, particularly around emissions, are leading them
to look for diesel replacements. This is evident in the first market for MoorPower, the aquaculture feed barge
market.
8
33
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES (continued)
Conclusion (continued)
Having two demonstration projects underway in Europe and Australia, Carnegie is now in a phase of high
visibility which will rapidly build credibility with the supporting agencies and future customers. This is also likely
to stimulate investors and build upon the strong financial position the company is in today.
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.
SHARE OPTIONS
At the date of this report, there were:
250,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.125 cent per
share on or before 28 October 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,
85,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.3 cent per share
on or before 25 November 2023,
150,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.36 cent per share
on or before 13 October 2024,
16,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.36 cent per share
on or before 15 September 2023, and
400,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.36 cent per share
on or before 22 November 2024.
430,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.3 cent per share
on or before 28 September 2024.
100,000,000 options outstanding in respect of unissued ordinary shares exercisable at 0.3 cent per share
on or before 25 November 2024.
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.
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.
9
34
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
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
2019*
$
534,034
(51,930,513)
2020
$
117,668
(275,522)
2021
$
60,955
(934,845)
2022
$
321,938
(1,924,680)
2023
$
383,737
(630,396)
Share price at year end
n/a*
0.001
0.002
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:
10
35
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
REMUNERATION REPORT – AUDITED (Continued)
Company Performance, Shareholder Wealth and KMP Remuneration (continued)
Details of Remuneration for Year Ended 30 June 2023
Actual rewards received in the period
Short-term benefits
Cash salary,
leave paid
and fees
$
$
$
$
$
$
70,000
50,000
50,000
110,000
306,418
586,418
Non Cash
Benefits
-
$
-
$
-
$
-
$
$
-
$
-
Terry Stinson
Anthony Shields
Michael Fitzpatrick
Grant Mooney*
Jonathan Fievez^
Total
Post
Employment
Benefits -
Super
Other long term
benefits
Share based
payments**
Total
$
$
$
$
$
$
7,350
5,250
5,250
5,250
32,174
55,274
-
$
-
$
-
$
-
$
$
-
$
-
$
60,000
-
$
-
$
$
-
$
90,000
$
150,000
$
$
$
$
$
$
137,350
55,250
55,250
115,250
428,592
791,692
% of
Remuneration
Performance
Based
43.68%
-
-
-
21.00%
18.95%
* Fees include $60,000 paid to Mooney & Partners Pty Ltd, a company associated with Grant Mooney, for company
secretarial services.
^Fees include $26,250 bonus for the year.
**Share Based Payments relate to options issued to directors and are non-cash. The value is determined by way
of calculation using a Black & Scholes formula determined at the time of issue of the options following approval by
shareholders at the Annual General Meeting.
Details of Remuneration for Year Ended 30 June 2022
Cash salary,
leave paid
and fees
Actual rewards received in the
period
Short-term benefits
Post
Employment
Benefits -
Super
$
$
$
$
$
$
$
$
$
$
$
$
Share based
payments**
Total
% of
Remuneration
Performance
Based
64,615
44,615
44,615
98,615
285,096
537,556
64.65%
6,462
Terry Stinson
72.59%
4,462
Anthony Shields
72.59%
4,462
Michael Fitzpatrick
55.78%
4,462
Grant Mooney*
25.08%
28,510
Jonathan Fievez
51.61%
48,358
Total
* Fees include $54,000 paid to Mooney & Partners Pty Ltd, a company associated with Grant Mooney, for company
secretarial services.
**Share Based Payments relate to options issued to directors and are non-cash. The value is determined by way
of calculation using a Black & Scholes formula determined at the time of issue of the options following approval by
shareholders at the Annual General Meeting.
201,077
179,077
179,077
233,077
418,606
1,210,914
$
$
$
$
$
$
130,000
130,000
130,000
130,000
105,000
625,000
$
$
$
$
$
$
Performance Rights and Options Issued as Part of Remuneration for the Year Ended 30 June 2023
The following options were issued to KMP during the year as follows:
Vested &
Granted
Number
-
-
KMP
Grant
Date
Expiry
Date
Anthony Shields
Grant Mooney
Terry Stinson
Mike Fitzpatrick
Jonathan Fievez 150,000,000 28/09/22 28/09/24
100,000,000 22/11/22 25/11/24
-
-
-
-
-
-
-
Exercise
Price
$
-
-
0.003
-
0.003
Grant Date
Value
$
-
-
60,000
-
90,000
Exercised
Forfeited
$
$
-
-
-
-
-
-
-
-
-
-
Balance at
30 June 2023
$
-
-
100,000,000
-
150,000,000
Refer to Note 25 for details of valuation model inputs to determine the fair value of options at grant date.
11
36
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
REMUNERATION REPORT – AUDITED (Continued)
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 $280,875 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
$50,000 (exclusive of mandatory superannuation contributions and GST) while Mr Stinson (Chairman) receives
$70,000 per annum (exclusive of mandatory superannuation contributions and GST). These salaries took effect
from 1 January 2022.
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.
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 $60,000 per annum plus GST. 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.
Other transactions with KMP and/or their related parties.
The Company has entered into an agreement for the provision of operation and maintenance services by Secure
Energy Pty Ltd (Secure Energy) (Previously EMC Asset Management Pty Ltd (EMCAM)), a jointly owned solar
energy microgrid operation and maintenance company. EMCAM provides services to maintain the Garden Island
Solar Battery System. Secure Energy is a company jointly owned by director Mr Grant Mooney and CEO Jonathan
Fievez. Secure Energy also sub leases office space from Carnegie at Rous Head Facility in Fremantle. Full
details of amounts paid to Secure Energy are outlined in Note 23.
12
37
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
REMUNERATION REPORT – AUDITED (Continued)
Options and Rights Holdings
Movement in equity settled options and performance rights held by KMP is detailed below:
Balance
30 June 2022
Granted as
Compensation
Michael Fitzpatrick
1,720,000,000
Grant Mooney
100,000,000
Anthony Shields
1,235,000,000
-
-
-
Rights &
Options
exercised
Net Change
Other
Balance
30 June 2023
- (860,000,000)
860,000,000
-
-
100,000,000
(140,000,000)
(25,000,000)
1,070,000,000
Terry Stinson
185,000,000
100,000,000
-
-
285,000,000
Jonathan Fievez
250,000,000
150,000,000
- (100,000,000)
300,000,000
Total
3,490,000,000
250,000,000
(140,000,000) (985,000,000)
2,615,000,000
Details of equity settled options granted as compensation for KMP outstanding at balance date are as follows:
Terms & Conditions for Each Instrument
KMP
Jonathan Fievez
Anthony Shields
Grant Mooney
Vested &
Granted
Number
150,000,000
Grant Date
13 Oct 21
Value per
Instrument at
Grant Date
0.0007 cent
Exercise
Price
First
Exercise
Date
Last
Exercise
Date
0.36 cent
13 Oct 2021 13 Oct 2024
100,000,000
23 Nov 21
0.0013 cent
0.36 cent 23 Nov 2021 22 Nov 2024
100,000,000
23 Nov 21
0.0013 cent
0.36 cent 23 Nov 2021 22 Nov 2024
Michael Fitzpatrick
100,000,000
23 Nov 21
0.0013 cent
0.36 cent 23 Nov 2021 22 Nov 2024
Terry Stinson
100,000,000
23 Nov 21
0.0013 cent
0.36 cent 23 Nov 2021 22 Nov 2024
Jonathan Fievez
150,000,000
28 Sep 22
0.0006 cent
0.30 cent 28 Sep 2022 28 Sep 2024
Terry Stinson
100,000,000
22 Nov 22
0.0006 cent
0.30 cent 22 Nov 2022 25 Nov 2024
Shareholdings
Number of Shares held by KMP
Balance
30 June 2022
Received as
Compensation
Net Change
Other
Balance
30 June 2023
-
-
-
-
-
-
19,700,000
1,021,535,417
350,000,00
776,985,492
30,000,000
2,198,220,909
Rights &
Options
Exercised
-
-
-
-
-
-
- 140,000,000
-
-
140,000,000
13
Terry Stinson
19,700,000
Michael Fitzpatrick
1,021,535,417
Grant Mooney
Anthony Shields
Jonathan Fievez
Total
350,000,000
636,985,492
30,000,000
2,058,220,909
END OF REMUNERATION REPORT
38
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS' REPORT
30 JUNE 2023
DIRECTORS' MEETINGS
There were 5 Directors' meetings held during the financial year ended 30 June 2023. Attendances were as follows:
Director
Terry Stinson
Grant Mooney
Michael Fitzpatrick
Anthony Shields
No. Meetings
attended
5
5
5
5
No. Meetings held
during time in
office
5
5
5
5
There were also four (4) circular resolutions passed by the Board of Directors during the financial year.
NON-AUDIT SERVICES
The auditors were not engaged for any non-audit services during the financial year ended 30 June 2023.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found
38.
on page 15.
Signed on 14 September 2023 in accordance with a resolution of the Board of Directors.
GRANT MOONEY
Director
TERRY STINSON
Director
14
39
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 2023, 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
14 September 2023
N G Neill
Partner
15
40
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 2023
Note
Group
Continuing Operations:
Revenue
Gross Profit
Other income:
Other income
Expenses
Professional fees
Depreciation and impairment expense
Employee and Directors’ expenses
Employee share-based payments
Finance costs
Occupancy and administration
Net loss on disposal of fixed assets
Research expenses
Other expenses from ordinary activities
Loss before income tax
Income tax benefit/(expense)
Loss after tax from continuing operations
2
2
3
2023
$
383,737
383,737
2022
$
321,938
321,938
1,834,592
2,218,329
34,993
356,931
(209,313)
(442,929)
(1,042,620)
(263,989)
(10,907)
(547,224)
-
(346,207)
14,464
(2,848,725)
-
(630,396)
(244,090)
(283,528)
(653,950)
(621,017)
(5,875)
(414,452)
(2,343)
(420,422)
(5,271)
(2,650,948)
-
(2,294,017)
Profit from discontinued operations
27
-
369,337
Loss after tax from continuing and discontinued operations
(630,396)
(1,924,680)
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss
Exchange gains/(losses) on translating overseas controlled
entities and foreign currencies
Total comprehensive loss for the year
47,087
(583,309)
(8,997)
(1,933,677)
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 loss per share (cents per share)
Diluted loss per share (cents per share)
7
7
7
7
(0.004)
(0.004)
(0.015)
(0.015)
N/A
N/A
0.002
0.002
The accompanying notes form part of these financial statements.
16
41
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023
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
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
2023
$
2022
$
8
9
9
10
11
12
13
14
15
16
15
16
2,003,868
3,188,988
5,192,856
4,095,035
138,692
4,233,727
554,951
12,414
2,281,009
107,838
14,339,213
17,295,425
539,729
12,414
2,084,953
173,395
14,475,353
17,285,844
22,488,281
21,519,571
913,282
212,931
73,223
1,199,436
26,794
37,694
64,488
406,777
153,765
69,358
629,900
57,739
98,257
155,996
1,263,924
785,896
21,224,357
20,733,675
17
18
209,071,177
899,518
(188,746,338)
21,224,357
208,261,175
1,564,990
(189,092,490)
20,733,675
The accompanying notes form part of these financial statements.
17
42
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2023
Group
Balance at 1 July 2021
Comprehensive loss
Loss for the year
Other comprehensive loss
Total comprehensive loss for the
year
Transactions with owners
Expired options transferred
Shares issued from exercise of
options
Share-based payment expense
Total transactions with owners
Issued
Capital
Accumulated
Losses
Foreign
Currency
Reserve
Convertible
Note/Option
Reserve
Total
207,661,175
(187,177,810)
37,087
925,883
21,446,335
-
-
-
-
600,000
-
600,000
(1,924,680)
-
-
(8,997)
(1,924,680)
(8,997)
-
-
-
(1,924,680)
(8,997)
(1,933,677)
10,000
-
-
10,000
-
-
-
-
(10,000)
-
621,017
611,017
-
600,000
621,017
1,221,017
Balance at 30 June 2022
208,261,175
(189,092,490)
28,090
1,536,900
20,733,675
Balance at 1 July 2022
Comprehensive loss
Loss for the year
Other comprehensive income
Total comprehensive loss for the
year
Transactions with owners
Expired options transferred
Shares issued from exercise of
options
Share-based payment expense
Total transactions with owners
208,261,175 (189,092,490)
28,090
1,536,900
20,733,675
-
-
-
-
810,002
-
810,002
(630,396)
-
-
47,087
(630,396)
47,087
-
-
-
976,548
-
-
976,548
-
-
-
-
(976,548)
-
263,989
(712,559)
(630,396)
47,087
(583,309)
-
810,002
263,989
1,073,991
Balance at 30 June 2023
209,071,177 (188,746,338)
75,177
824,341
21,224,357
The accompanying notes form part of these financial statements.
18
43
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Interest received
Payments to suppliers and employees
Receipts from sale of gold royalty rights
Receipts from R&D Tax Rebate
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
Payments for lease liabilities
Net cash provided by financing activities
Note
Group
2023
$
2022
$
422,113
47,126
(2,186,596)
-
-
(1,717,357)
354,133
7,596
(1,110,027)
1,100,000
608,836
960,538
21
(497,102)
(622,410)
-
(1,119,512)
(809,567)
(201,833)
349
(1,011,051)
810,002
(64,300)
745,702
600,000
(87,623)
512,377
461,864
3,633,171
4,095,035
Net increase/(decrease) in cash held
Cash and cash equivalents at beginning of financial year
(2,091,167)
4,095,035
Cash and cash equivalents at end of financial year
8
2,003,868
The accompanying notes form part of these financial statements.
19
44
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
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 2023 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;
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 14 September 2023.
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 2023, 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.
20
45
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
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.
21
46
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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
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.
Depreciation is calculated on a straight-line basis to write off the net costs of each item of plant & equipment.
The depreciation rates used for each class of depreciable asset are:
Class of Fixed Asset
Plant and equipment
Microgrid/Battery asset
Depreciation Rate
10.0% - 33.33%
15 years
Residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
Leasehold 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.
22
47
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
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.
23
48
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments (Continued)
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.
24
49
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
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.
25
50
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 statement of financial position. 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.
26
51
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
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 2023. 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.
27
52
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Significant accounting judgements, estimates and assumptions (continued)
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 25).
NOTE 2. REVENUE AND OTHER INCOME
The Group derives its sales revenue from the sale of goods and provision of services under AASB 15.
Group
2023
$
2022
$
Sales revenue
Garden Island Microgrid/Electricity sales (point in time)
383,737
321,938
Other income
Interest income
Insurance claim income
Rental income
Amount received under Deed of Settlement and release
NOTE 3.
DEPRECIATION AND IMPAIRMENT EXPENSE
Depreciation – property, plant, and equipment
Depreciation and impairment - property, plant, and equipment
Depreciation and impairment – right of use asset
50,449
235,079
14,416
1,534,648
1,834,592
14,919
4,487
15,587
-
34,993
Notes
11
11
12
Group
2023
$
2022
$
14,412
8,187
355,358
200,722
73,159
74,619
442,929
283,528
28
53
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 4.
INCOME TAX EXPENSE
a.
The components of tax expense comprise:
Current tax expense
Current period
Group
2023
$
2022
$
-
-
-
-
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
Profit/(Loss) from discontinued operations
Total (Loss) for the year
Group
2023
$
2022
$
(630,396)
(2,294,017)
-
369,337
(630,396)
(1,924,680)
—
Income tax at 25% (2022: 25%)
(157,599)
(481,170)
Add/(Deduct): Tax effect of:
— Other non-allowable items
— Non-deductible R&D costs
—
Share options expenses during the year
— Movement in deferred tax balances not recognised
—
Prior year tax losses utilised
—
Effect of lower foreign tax rates
33,094
86,552
65,998
(20,998)
(24,905)
17,858
-
535
2,390
155,254
318,637
-
4,353
-
The Group has tax revenue losses carried forward of $52,651,437 (2022: $50,954,081) and capital tax losses
carried forward of $1,239,028 (2022: $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.
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 2023. Refer to note 23 for details of
other transactions with KMP and associated balances payable and receivable.
Names and positions held 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
29
54
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 5.
INTERESTS OF KEY MANAGEMENT PERSONNEL (KMP) (CONTINUED)
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 Group’s financial reports
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 earnings (loss) per share (cents per share) from
discontinued operations
Diluted earnings (loss) per share (cents per share) from
discontinued operations
(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
2023
$
586,418
150,000
55,274
791,692
Group
2022
$
537,556
625,000
48,358
1,210,914
Group
2023
$
66,819
66,819
2022
$
59,525
59,525
Group
2023
$
2022
$
(0.004)
(0.015)
(0.004)
(0.015)
N/A
N/A
0.002
0.002
Group
2023
$
2022
$
(630,396)
(2,294,017)
-
369,337
(b) Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per share
15,473,477,820
15,008,327,135
As at 30 June 2022 and 30 June 2023, the outstanding options were not dilutive as the Group made net losses
in both years.
30
55
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 8.
CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Term deposits
NOTE 9.
TRADE AND OTHER RECEIVABLES
Group
2023
$
167
803,701
1,200,000
2,003,868
2022
$
273
1,094,762
3,000,000
4,095,035
Group
2023
CURRENT
Trade receivables
Net trade receivables
Prepayments
Other receivables*
NON-CURRENT
Security deposits
Gross Amount
$
Past due but not impaired
(days overdue)
Within trade
terms
1-30
$
31-60
$
61+
$
$
868,230
868,230
63,816
2,256,942
3,188,988
554,951
554,951
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
868,230
868,230
63,816
2,256,942
3,188,988
554,951
554,951
* Other receivables are mainly represented by compensation payments, GST receivable and accrued income.
Group
2022
CURRENT
Trade receivables
Net trade receivables
Prepayments
Other receivables*
NON-CURRENT
Security deposits
Gross Amount
$
Past due but not impaired
(days overdue)
31-60
$
1-30
$
61+
$
108,187
108,187
791
29,714
138,692
539,729
539,729
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Within trade
terms
$
108,187
108,187
791
29,714
138,692
539,729
539,729
* Other receivables are mainly represented by GST receivable and accrued income.
31
56
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 10.
OTHER FINANCIAL ASSETS
Non-current financial assets
Non-current financial assets comprise:
Group
2023
$
12,414
2022
$
12,414
Unlisted investment, shares in other corporations
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.
NOTE 11.
PROPERTY, PLANT AND EQUIPMENT
Plant and equipment:
At cost
Accumulated depreciation
Total plant and equipment
Movements in Carrying Amounts
Group
2023
$
3,612,083
2022
$
3,178,818
(1,331,074)
(1,093,865)
2,281,009
2,084,953
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
Microgrid/
Battery asset
2023
$
2,070,492
Plant and
Equipment
2023
$
14,461
Microgrid/
Battery asset
2022
$
2,075,648
Plant and
Equipment
2022
$
17,300
Balance at the beginning of year
Additions
Sales
Write offs
507,869
57,958
195,566
-
(129,406)
-
-
-
-
Depreciation expense
(225,953)
(14,412)
(200,722)
Carrying amount at the end of year
2,223,002
58,007
2,070,492
5,697
(349)
-
(8,187)
14,461
32
57
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 12.
RIGHT-OF-USE ASSETS
Group
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
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 incentive 2022
Reversal of accrual for R&D prior year
Balance as at 30 June
2023
$
208,676
(100,838)
107,838
Group
2023
$
173,395
7,602
(73,159)
107,838
2022
$
208,074
(34,679)
173,395
2022
$
39,940
208,074
(74,619)
173,395
Group
2023
$
2022
$
14,475,353
14,274,621
2,075,703
(1,578,602)
(633,241)
-
1,213,793
(626,131)
(608,836)
221,906
14,339,213
14,475,353
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 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. 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.
33
58
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 13.
INTANGIBLE ASSETS (CONTINUED)
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;
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, the valuation model calculated a net-present-value (recoverable amount) range that was higher
than the carrying value of the development asset at 30 June 2023. Therefore, no 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
Group
2023
$
559,049
354,233
913,282
2022
$
221,096
185,681
406,777
Group
2023
$
212,931
212,931
26,794
26,794
2022
$
153,765
153,765
57,739
57,739
Provision for Employee Benefits
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.
34
59
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 16.
LEASE LIABILITY
Premises
Current liabilities
Non-current liabilities
Total lease liability
Reconciliation
Opening balance at beginning of period
Liabilities incurred during the year (i)
Principal repayments
Closing Balance 30 June
Group
2023
$
2022
$
73,223
37,694
69,358
98,257
110,917
167,615
Group
2023
$
167,615
3,865
(60,563)
110,917
2022
$
47,162
208,074
(87,621)
167,615
(i)
Extension of Fremantle office lease to 31 December 2024.
NOTE 17.
SHARE CAPITAL
2023
$
Group
2022
$
15,642,573,710 (2022: 15,102,573,710) fully paid ordinary
shares
209,071,177
208,261,175
Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.
a. Ordinary shares (number)
2023
No.
2022
No.
At the beginning of reporting period
15,102,573,710
14,702,573,710
Shares issued during the year
Exercise of options 26 July 2021
Exercise of options 25 November 2021
Exercise of options 18 October 2022
Exercise of options 26 October 2022
Exercise of options 27 October 2022
-
-
200,000,000
200,000,000
200,000,000
200,000,000
140,000,000
-
-
-
At reporting date
15,642,573,710 15,102,573,710
35
60
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 17.
SHARE CAPITAL (CONTINUED)
b. Ordinary shares ($)
At the beginning of reporting period
Exercise of options 26 July 2021
Exercise of options 25 November 2021
Exercise of options 18 October 2022
Exercise of options 26 October 2022
Exercise of options 27 October 2022
2023
$
2022
$
208,261,177
207,661,177
-
-
300,000
300,000
210,000
300,000
300,000
-
-
-
At reporting date
209,071,177
208,261,177
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. 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 the changes in these risks and in
the market. This includes the management of share issues. Options were exercised during the year.
NOTE 18.
RESERVES
a.
Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange
differences arising on translation of foreign controlled subsidiaries
and foreign currencies.
2023
$
Group
2022
$
75,176
28,090
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
824,342
899,518
1,536,900
1,564,990
36
61
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 19.
BUSINESS RISK
The net loss of the Group for the financial year ended 30 June 2023 was $630,396 (2022: net loss $1,924,680,
which included a profit on discontinued operations of $369,337). As at 30 June 2023, the Group had net assets
of $21,224,357 (2022: $20,733,675).
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 commercialising 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 commercialisation efforts which could adversely affect its financial position
and operating results.
NOTE 20.
OPERATING SEGMENTS
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.
2023
Revenue
External customers
Segment profit/(loss)
Total assets
Total liabilities
Continuing
Operations
Discontinued
Operations
Total
segments
Adjustments
and
eliminations Consolidated
383,737
383,737
(630,396)
22,488,281
(1,263,924)
-
-
-
-
-
383,737
383,737
(630,396)
22,488,281
(1,263,924)
37
-
-
-
-
-
383,737
383,737
(630,396)
22,488,281
(1,263,924)
62
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 20.
OPERATING SEGMENTS (CONTINUED)
Continuing
Operations
Discontinued
Operations
Total
segments
Adjustments
and
eliminations Consolidated
2022
Revenue
External customers
321,938
321,938
-
-
321,938
321,938
Segment loss
Total assets
Total liabilities
(2,294,017)
21,519,571
(785,896)
369,337
-
-
(1,924,680)
21,519,571
(785,896)
-
-
-
-
-
321,938
321,938
(1,924,680)
21,519,571
(785,896)
NOTE 21.
RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT/(LOSS) AFTER
INCOME TAX
Loss after income tax
Less Non-cash flows in loss
Depreciation and amortisation
Effect of discontinued operations
Movements in non-operating cashflows
Grant funding capitalised
Loss on disposal of asset
Share based payments
Group
2023
$
(630,396)
442,929
-
65,100
633,241
-
263,989
Changes in assets and liabilities, net of the effects of
purchase and disposal of subsidiaries
(Increase)/decrease in trade and other receivables
(3,057,757)
Increase/(decrease) in trade payables and accruals
Increase/(decrease) in provisions
Net cashflow from operations
506,369
59,168
(1,717,357)
2022
$
(1,924,680)
283,528
(369,337)
-
608,836
2,343
621,017
1,260,021
73,151
36,322
960,538
NOTE 22.
EVENTS AFTER THE REPORTING PERIOD
On 28 August 2023 the Company and a supplier to its Garden Island project have agreed to settle a dispute
related to the provision of solar panels. The terms are set out in a Deed of Settlement and Release with key
term being payment to Carnegie from the supplier. Carnegie has received the sum of $1,534,648 on 25
August 2023 in consideration for releases provided by both parties. This amount has been accrued in the
financial statements as other income.
On 6 September 2023 the Company announced that its wholly owned subsidiary, CETO Wave Energy
Ireland, was awarded a €3,746,531 Phase 3 EuropeWave contract to build and operate a CETO wave
energy prototype at a European Test Site. As the top ranked contractor, the team was able to select its
preferred deployment site at the Biscay Marine Energy Platform in the Basque region of Spain. The
contracted project runs from 2023 to 2026 with CETO deployment forecast for 2025.
38
63
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 22.
EVENTS AFTER THE REPORTING PERIOD (CONTINUED)
Other than the items above, there has not been any matter or circumstance that has arisen after balance date that
has significantly affected, or may significantly affect, the operations of the Group, the results of those operations,
or the state of affairs of the Group in future financial periods.
NOTE 23.
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. There were no loans
receivable or payable with related parties at year end.
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 in the remuneration
report. These transactions were undertaken on an arms-length basis under normal commercial terms.
Director Grant Mooney and Chief Executive Officer Jonathan Fievez jointly own solar energy microgrid operation
and maintenance company, Secure Energy Pty Ltd (previously EMC Asset Management Pty Ltd) (Secure
Energy). Security Energy provides operation and maintenance services to Carnegie to maintain the Garden
Island Solar Battery System. For the period, Secure Energy was paid $559,279 (2022: $215,501) 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 Secure Energy.
Secure Energy 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 Secure Energy and the Committee.
Rent and outgoings paid to Carnegie during the year totalled to $27,016 (2022: $25,793) including GST.
Balances outstanding with Director and Director related entities:
Mooney & Partners Pty Ltd
Secure Energy Pty Ltd
Payable
2023
$
5,500
140,778
Payable
2022
$
5,500
11,494
Receivable
2023
$
-
(1,786)
Receivable
2022
$
-
(4,786)
FINANCIAL RISK MANAGEMENT
NOTE 24.
Financial Risk Management Policies
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.
39
64
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24.
Financial Risk Management Policies (continued)
FINANCIAL RISK MANAGEMENT (CONTINUED)
(a) Interest rate risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as
a result of changes in market interest rates. The effective weighted average interest rates in classes of
financial assets and liabilities is as follows:
Fixed Interest Rate
Maturing
Group
30 June 2023:
Financial assets:
Cash and equivalents
Receivables
Financial assets
Weighted Average
Effective Interest
Rate
%
2.69%
Floating
Interest
Rate
$
224,446
-
-
-
-
Non-current security deposits
0.06%
554,951
Within
year
$
1,200,000
-
-
-
1 to 5
years
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-
interest
Bearing
$
Total
$
579,422
2,003,868
3,188,988
3,188,988
12,414
12,414
-
554,951
3,780,824
5,760,221
913,282
913,282
913,282
913,282
Non-
interest
Bearing
$
594,024
Total
$
4,095,035
108,187
108,187
12,414
12,414
-
539,728
714,625
4,755,364
406,777
406,777
406,777
406,777
779,397
1,200,000
-
-
-
-
Weighted Average
Effective Interest
Rate
%
0.87
Floating
Interest
Rate
$
Fixed Interest Rate
Maturing
Within
year
$
1 to 5
years
$
501,011 3,000,000
Financial liabilities:
Accounts payable
Group
30 June 2022:
Financial assets:
Cash and equivalents
Receivables
Financial assets
-
-
-
-
-
-
-
Non-current security deposits
0.05
539,728
Financial liabilities:
Accounts payable
(b) Credit Risk
1,040,739 3,000,000
-
-
-
-
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 Financial Statements.
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.
40
65
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 24.
Financial Risk Management Policies (continued)
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 Financial Statements.
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).
-
2023
Financial assets:
Financial assets:
—
Unlisted investments
2022
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
Investing only in surplus cash with major financial institutions; and
assets.
41
66
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25.
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 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 shares
Shares are granted to consultants at the discretion of the Board of Directors for services provided to the Group.
42
67
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4
69
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 25.
SHARE BASED PAYMENTS (CONTINUED)
The options outstanding as at 30 June 2023 had a weighted average exercise price of $0.00201 and a weighted
average remaining contractual life of 1.16 years. Exercise prices range from $0.00125 to $0.0036 in respect to
options outstanding as at 30 June 2023.
For the options granted during the financial year, the valuation model inputs used to determine the fair value at
the grant date are as follows.
Grant date
Expiry date at grant date
price
volatility
yield
interest rate at grant date
Share price Exercise Expected Dividend Risk-free Fair value
23 Sept 2022 28 Sep 2024
28 Sep 2024
28 Oct 2022
25 Nov 2024
22 Nov 2022
$0.0015
$0.0015
$0.0015
$0.003
$0.003
$0.003
110%
110%
110%
0%
0%
0%
3.58%
3.58%
3.13%
$0.0006
$0.0006
$0.0006
NOTE 26.
PARENT INFORMATION
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.
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
STATEMENT OF COMPREHENSIVE INCOME
Profit/(loss) for the year
Total comprehensive income/(loss) for the year
2023
$
2022
$
3,980,692
3,958,856
12,550,426
11,713,558
16,531,118
15,672,414
817,364
64,488
881,852
457,595
155,997
613,592
15,649,266
15,058,822
209,071,177
208,261,177
824,342
1,536,900
(194,246,253)
(194,739,255)
15,649,266
15,058,822
483,546
(1,890,653)
483,546
(1,890,653)
45
70
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
NOTE 27.
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. During the previous financial year, both the Carnegie Creditors trust and EMC
creditors trusts made final distributions to Carnegie.
Accrual of Northam Solar Farm bank account to be transferred
to creditors trust
Distribution from Carnegie creditors trust
Distribution from EMC Pty Ltd
Profit/(Loss) from discontinued operations
2023
$
2022
$
-
-
-
-
14,950
141,000
213,387
369,337
NOTE 28.
INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries
in accordance with the accounting policy described in Note 1:
Country of
Incorporation
Percentage Owned (%)
2023
2022
Carnegie Recreational Watercraft Pty Ltd
CETO IP (Australia) Pty Ltd
CETO Wave Energy Ireland
Australia
Australia
Ireland
CETO Wave Energy UK
United Kingdom
Carnegie Technologies Spain Ltd
CMA Nominees Pty Ltd
New Millennium Engineering Pty Ltd
Pacific Coast Wave Energy Corp
Spain
Australia
Australia
Canada
100
100
100
100
100
100
100
95
100
100
100
100
-
100
100
95
NOTE 29.
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
46
71
CARNEGIE CLEAN ENERGY LIMITED
ABN 69 009 237 736
AND CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
The Directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 16 to 46, are in accordance with the
Corporations Act 2001 and:
39 to 69
2.
3.
4.
a.
b.
comply with Accounting Standards and the Corporations Regulations 2001; and
give a true and fair view of the financial position as at 30 June 2023 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 Chief Executive Officer 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 14th day of September 2023
47
72
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 2023,
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 2023 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 (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional 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
Carrying value of intangible assets
Refer to Note 13
As at 30 June 2023, the Group has recorded
intangible assets with a value of $14,339,213 which
relate
to capitalised development costs and
intellectual property associated with the CETO
technology 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
involved complex matters
including subjectivity and judgement, it is material
financial
to
statements as a whole and it required significant
auditor attention and communication with those
charged with governance.
the users’ understanding of
the
it
Our procedures included but were not limited to
the following:
− Discussed
with
appropriateness of
assumptions used
recoverable amount;
management
the
the methodology and
the
in determining
− Considered 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;
− Compared the discount rate, growth rates and
other economic assumptions to available
internal and external data;
− Determined if the valuation supported the
carrying value of the intangible assets. This
process
analysis
performed over key variables;
sensitivity
included
− Performed our own assessment of impairment
indicators based on the provisions of AASB
136 Impairment of Assets; and
− Assessed 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 annual report for the year ended 30 June 2023, 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.
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.
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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:
−
−
−
−
−
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.
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.
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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
2023.
In our opinion, the Remuneration Report of Carnegie Clean Energy Limited for the year ended 30 June 2023
complies with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
14 September 2023
N G Neill
Partner
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