Castle Minerals Limited
Annual Report 2023
Corporate Directory
ABN 83 116 095 802
Directors
Michael Atkins (Non-Executive Chairman)
Stephen Stone (Managing Director)
James Guy (Non-Executive Director)
Company Secretary
Jade Styants
Principal Place of Business & Registered Office
Suite 9, 11 Ventnor Avenue
WEST PERTH WA 6005
Phone: (08) 9322 7018
Postal Address
PO Box 437
WEST PERTH WA 6872
Share Register
Automic Pty Ltd
GPO Box 5193
SYDNEY NSW 2001
Phone (within Australia):
Phone (outside Australia): +61 2 9698 5414
1300 288 664
Auditors
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street
PERTH WA 6000
Website
www.castleminerals.com
Email
admin@castleminerals.com
Stock Exchange Listing
Castle Minerals Limited shares are listed on the Australian Securities Exchange (ASX code: CDT).
Two classes of options are listed on the Australian Securities Exchange:
Options exercise price $0.022, expiring 31 December 2023 (ASX code: CDTO); and
Options exercise price $0.055, expiring 31 December 2024 (ASX code: CDTOA).
Corporate Governance Statement
www.castleminerals.com/corporategovernance.php
1
Contents
2023 Mineral Resources and Ore Reserves Statement
Directors' Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Audit Report
ASX Additional Information
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7
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25
46
47
51
2
2023 Mineral Resources and Ore Reserves Statement
KEY POINTS
•
•
Castle completed a Maiden JORC Code (2012) Mineral Resource Estimate at the Kambale Graphite Project
during the year ended 30 June 2023. The 15.6Mt @ 9.0%TGC Inferred and Indicated Mineral Resource
extends from surface over 100m below surface.
The Kandia and Kpali Gold Mineral Resource Estimates remain unchanged from 2022.
The 2023 Mineral Resources and Ore Reserves estimates (MROR) for Castle are summarised in the tables below:
GRAPHITE MINERAL RESOURCE
as at 30 June 2023
Table 2: Graphite Mineral Resource Estimates (5% TGC cut-off) 2, 3
Classification
Tonnes (kt)
Contained TGC (kt)
TGC (%)
Indicated
Inferred
TOTAL 1
5,979
9,632
15,611
542
863
1,405
9.1%
9.0%
9.0%
(1) Totals may not add exactly due to rounding.
(2) Full Mineral Resource parameters can be found on Castle’s ASX release dated 12 April 2023 ‘Castle’s Kambale Project Exceeds 1.4Mt
Contained Graphite’.
2023 Mineral Resources and Ore Reserves Statement Continued
(3) The scientific and technical information in this report that relates to the geology of the deposits and exploration results is based on
information compiled by Mr Stephen Stone, who is Managing Director of Castle Minerals Limited. Mr Stone is a Member of the
Australian Institute of Mining and Metallurgy and has sufficient experience which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition
of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Mr Stone is the Qualified Person overseeing Castle’s exploration projects and has reviewed and approved the disclosure of all scientific
or technical information contained in this announcement that relates to the geology of the deposits and exploration.
Information in this report that relates to geological interpretation, exploration activities, graphite mineralisation, Mineral Resources
and results was reviewed by Dr Allan John Parker who is a Member of the Australian Institute of Geoscientists. Dr Parker is an employee
of Palaris Australia Pty Ltd which provides geological consultancy services to Castle. Dr. Parker is also Director of Geosurveys Australia
Pty Ltd, a non-Executive Director of Centrex Limited and was formerly Managing Director of Lincoln Minerals Limited. Dr Parker has
sufficient experience relevant to the styles of mineralisation and to the activities which are being presented to qualify as a Competent
Person as defined by the JORC code, 2012. Dr Parker consents to the release of the information compiled in this announcement in the
form and context in which it appears.
Castle is not aware of any new information or data that materially affects the information presented and that the material assumptions
and technical parameters underpinning the estimates continue to apply and have not materially changed. Castle confirms that the
form and context in which the Competent Persons’ findings are presented have not been materially modified from the original market
announcements.
3
GOLD MINERAL RESOURCES
as at 30 June 2023
Table 1: Gold Mineral Resource Estimates 2, 3
PROJECT
INDICATED
INFERRED
TOTAL
CUT-
OFF
Tonnes
t
Au
g/t
Au
oz
Tonnes
t
Au
g/t
Au
oz
Tonnes
t
Au
g/t
Au
oz
Lower
Au g/t
Kandia 8000 Zone
229,000
1.8
13,000
229,000 1.8
13,400
1.0
Kandia 4000 Zone
1,772,000
1.0
57,700
777,000
0.9
21,500
2,549,000 1.0
79,200
0.5
Kpali
TOTAL1
2,914,000
1.1
107,200
2,914,000 1.1 107,200
0.5
1,772,000
1.0
57,700 3,920,000
1.1
141,700
5,692,000 1.1 199,800
(1) Totals may not add exactly due to rounding.
(2) Full Mineral Resource parameters can be found as follows:
(a) Castle’s ASX release dated 2 July 2014 titled ‘Maiden Resource Estimate for the Kpali Gold Prospect’.
(b) Castle’s ASX release dated 18 January 2014 titled ‘Kpali Gold Discovery’.
(3) The information in this report that relates to Exploration Results and Mineral Resources for the Kandia 8000 Zone, Kandia 4000 Zone
and Kpali gold projects in Ghana are based on and fairly represents information compiled by the Competent Person. The Competent
Person has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity
which they have undertaken to qualify as a Competent Person as defined in the JORC Code (2012 Edition). Castle is not aware of any
new information or data that materially affects the information presented and that the material assumptions and technical parameters
underpinning the estimates continue to apply and have not materially changed. Castle confirms that the form and context in which
the Competent Persons’ findings are presented have not been materially modified from the original market announcements.
GOVERNANCE AND INTERNAL CONTROLS
This MROR statement has been compiled and reported in accordance with the guidelines of the 2012 Edition of the
‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (2012 JORC Code), unless
otherwise stated. This statement is reviewed and updated annually in accordance with Section 15 of the 2012 JORC Code. The
nominated annual review date for this MROR statement is 30 June 2023. The information in this statement has been extracted
from the relevant ASX reports as indicated below in each Mineral Resource table.
The Mineral Resource estimates listed in this report are subject to Castle’s governance arrangements and internal controls.
Estimates are derived by a Competent Person (CP) with the relevant experience in the style of mineralisation and type of
deposit under consideration, and to the activity which they are undertaking. Geology models in all instances are generated by
Castle staff and are reviewed by the CP. The CP carries out reviews of the quality and suitability of the data underlying the
Mineral Resource estimate. Castle management conducts its own internal review of the estimate to ensure that it honours the
Castle geological model and has been classified and reported in accordance with the JORC Code.
The Company has established practices and procedures to monitor the quality of data applied in Mineral Resource estimation,
and to commission and oversee the work undertaken by external independent consultants.
In all cases Mineral Resources are estimated and reported in accordance with the “Australasian Code for Reporting Exploration
Results, Mineral Resources and Ore Reserves’ (the JORC Code). Mineral Resources reported in accordance with the 2012
Edition (Kandia 8000 Zone and Kpali) were prepared by Castle Minerals Limited and reviewed by Runge Limited.
Castle confirms that all material assumptions underpinning the Mineral Resources and any forecast information continue to
apply and have not materially changed. Further information on Castle Minerals Limited and its Ghana projects and Minerals
Resources can be found on its website at www.castleminerals.com which contains copies of all continuous disclosure
documents to ASX, Competent Persons’ Statements and Corporate Governance Statement and Policies.
4
2023 Mineral Resources and Ore Reserves Statement Continued
SCHEDULE OF MINING TENEMENTS
as at 22 September 2023
Tenement and Name
Current Interest
WESTERN AUSTRALIA (CASTLE MINERALS LIMITED)
Meekatharra Projects (Gold, Base Metals)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Application
80%
100%
100%
100%
100%
100%
Application
Application
Application
100%
100%
Application
Application
100%
100%
E51/1703
E51/1843
P51/3190
P51/3191
P51/3192
P51/3193
P51/3194
P51/3195
P51/3196
P51/3197
P51/3198
E51/2124
Wanganui
Polelle
Polelle North
Polelle North
Polelle North
Polelle North
Polelle North
Polelle North
Polelle North
Polelle North
Polelle North
Womba Well
Pilbara Projects (Gold, Base Metals)
Beasley Creek
E47/3490
E08/3257
Success
Earaheedy Basin Project (Gold, Base Metals)
E69/3860
E52/3927
E52/3930
E52/3931
E52/3928
E52/4165
E52/4166
Withnell
Terra Rosa
Terra Rosa East
Terra Rosa South
Marymia
Terra Rosa
Terra Rosa
Great Southern Project (Graphite)
E70/5514
E70/5963
E70/6494
Kendenup
Kendenup
Kendenup
Wilgee Springs Project (Lithium)
E70/5880
Wilgee
Woodcutters Project (Lithium)
E15/1846
E15/1847
Woodcutters
Woodcutters
5
2023 Mineral Resources and Ore Reserves Statement Continued
SCHEDULE OF MINING TENEMENTS
as at 22 September 2023
Tenement and Name
Current Interest
GHANA (CARLIE MINING LIMITED) (1)
Kambale Graphite Project
PL 10/47
Kambale
Carlie Mining Gold Projects
RL 10/52
RL 10/13
PL 10/26
PL 10/23
PL 10/25
PL 10/13
PL 10/24
RL 8/27
RL 8/31
Jewoyeli
Wa
Degbiwu
Bulenga
Charingu
Kandia
Baayiri
Gbinyiri
Jumo
100%
Application
100%
100%
100%
Application
Application
Application
Application
Application
(1) All Australian on-ground activities are subject to the respective licences being granted (refer Castle Schedule of Mineral Licences), the
obtaining of respective landholder access agreements, native title Land Access and exploration Agreements, heritage clearance
surveys and other permits and approvals as required from time to time.
(2) Government of Ghana has the right to acquire a 10% free carried interest in all licences and is entitled to a 5% Gross Royalty on
production. All licences are held in 100% owned Ghana based subsidiary, Carlie Mining Limited, other than Kambale (PL10/47) which
is wholly owned by Kambale Graphite Limited. Pursuant to the Ghana Mining Act a number of the licences are proceeding through a
process of renewal, extension or reduction in area. Castle has paid the appropriate fees, has been receipted for these and is awaiting
final contract documentation from the Ghana Minerals Commission (“MINCOM”).
FORWARD LOOKING STATEMENT
Statements regarding Castle’s plans, forecasts and projections with respect to its mineral properties and programs are forward-
looking statements. There can be no assurance that Castle’s plans for development of its mineral properties will proceed. There
can be no assurance that Castle will be able to confirm the presence of Mineral Resources or Ore Reserves, that any
mineralisation will prove to be economic or that a mine will be successfully developed on any of Castle’s mineral properties. The
performance of Castle may be influenced by a number of factors which are outside the control of the Company, its Directors,
staff or contractors.
6
Directors’ Report
Your directors submit their report on the consolidated entity (referred to hereafter as the “Group”) consisting of Castle Minerals
Limited (“Company”) and the entities it controlled at the end of, or during, the year ended 30 June 2023.
DIRECTORS
The names and details of the Group’s directors in office during the financial year and until the date of this report are as follows.
Where applicable, all current and former directorships held in listed public companies over the last three years have been
detailed below. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Michael Atkins, B.Comm, FAICD, (Non-Executive Chairman).
Michael is a Fellow of the Australian Institute of Company Directors and was previously a Fellow of the Institute of Chartered
Accountants in Australia.
Since 1987 Mr Atkins has been involved in the executive management and as a non-executive Chairman of numerous
publicly listed resource companies with operations in Australia, USA, South East Asia and Africa, including as managing
director of Claremont Petroleum NL and Beach Petroleum NL during their reconstruction phase, and as founder and
executive chairman of Botswana gold company Gallery Gold Ltd. Mr Atkins has been non-executive Chairman of numerous
ASX listed companies, including Westgold Resources and Azumah Resources.
Mr Atkins is currently a non-executive director of ASX listed SRG Global Limited. Mr Atkins was Chairman of Legend Mining
Ltd until his resignation in May 2023 and non-executive director of Warrego Energy Limited until March 2023 where he
resigned following takeover by Hancock Energy (PB) Pty Ltd. Mr Atkins has not held any other former public company
directorships in the last three years.
Stephen Stone, BSc (Hons) Mining Geology, MAusIMM, FAICD, (Managing Director).
Mr Stone graduated with honours in Mining Geology from University of Wales, Cardiff in 1978 and then spent several years
at the large open pit and underground copper mines of the Zambian Copperbelt. He came to Australia in 1986 and since
then has been involved in the identification, assessment and acquisition of numerous projects and the formation, financing
and management of several ASX listed exploration companies. In addition to his work in Africa he has spent several years
operating in the People's Republic of China.
Mr Stone is a Member of the Australasian Institute of Mining and Metallurgy and a Fellow of the Australian Institute of
Company Directors. Mr Stone has not held any former public company directorships in the last three years.
James Guy, BAppSc, GradDipApplFin, (Non-Executive Director).
Mr Guy is a geologist who brings with him more than 30 years of technical experience in the mining industry, both locally
and internationally, with extensive experience in exploration, project feasibility and mining operations. Mr Guy has
previously held senior executive positions with several ASX listed junior resource companies and with banking group, NR
Rothschild & Sons. He is currently principal of James Guy & Associates Pty Ltd.
Mr Guy has not held any former public company directorships in the last three years.
COMPANY SECRETARY
Jade Styants, BCom, CA, FCIA, FCIS.
Mrs Styants is a Fellow Chartered Secretary, Chartered Accountant and corporate finance professional with over 25 years’
experience assisting a range of Australian and international listed and unlisted companies across a range of industry sectors.
7
Directors’ Report Continued
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of Castle Minerals Limited were:
Michael Atkins
Stephen Stone
James Guy
PRINCIPAL ACTIVITIES
Ordinary Shares
Options over
Ordinary Shares
20,841,189
52,661,627
4,818,990
4,000,000
16,000,000
8,000,000
During the year the Group carried out exploration on its tenements and acquired additional tenements with the objective of
identifying gold, graphite and other economic mineral deposits. There was no significant change in the nature of the Group’s
activities during the year.
DIVIDENDS
No dividends were paid, declared or recommended during the financial year.
REVIEW OF OPERATIONS
KAMBALE GRAPHITE PROJECT, GHANA
In April 2023 Castle announced a Maiden JORC Code (2012) Mineral Resource Estimate of 15.6Mt at 9.0% total graphitic carbon
(“TGC”) containing 1.41Mt of graphite calculated by independent consultants Palaris (Australia) Ltd (“MRE”), comprising 6.0Mt
at 9.1% TGC in the Indicated (39%) and 9.6Mt at 9.0% TGC in the Inferred (61%) classifications respectively. The MRE hosted
by twelve, sub-parallel, steep to moderately dipping graphitic schist zones extending over 2.3km north-south within a corridor
up to 0.5km wide. The mineralised zones were delineated using data from several phases of trenching and drilling which
comprised 386-holes for a combined 16,018m of RAB, Aircore, RC and diamond core drilling. Of this database, 85 RC and 4
diamond core holes for a total of 8,644m were used in the actual estimation. Please refer to the 2023 Mineral Resources and
Ore Reserves Statement for further details on the estimated mineral resource.
Mineralisation commences at or close to surface and extends to at least 120m below surface. The MRE excluded any
mineralisation below the 200mRL, or approximately 100m below the topographic surface. A material proportion of
mineralisation intersected by drilling did not qualify for inclusion in the MRE due to insufficient drill density.
A campaign designed to increase drill density of the newly discovered mineralisation commenced during the June 2023 quarter,
through a 43-hole, 5,335m infill extensional RC drilling programme. An MRE update will be undertaken in due course.
In addition to the planned MRE update, Castle’s next programme at Kambale will be to auger drill test 13 priority-one Loupe
EM conductor targets that were recently delineated as part of an initiative to evaluate more distal areas of the 149km2 Kambale
prospecting licence.
Metallurgical test work under the supervision of consultants, IMO Pty Ltd, at its affiliated Perth laboratory, Metallurgy Pty Ltd
has been completed. A 95.1% TGC bulk fine flake natural graphite concentrate was successfully produced.
The bulk concentrate produced will then be shipped to a specialist metallurgical service in Germany where it will be micronised,
spheronised, purified, coated and further evaluated for its use in the manufacture of battery anode material (“BAM”) used in
the manufacture of electric vehicle battery anodes.
The Company plans to commence in Q4 2023 a scoping study to assess the technical and commercial merits of establishing a
mining and processing operation at Kambale.
During the year the Kambale prospecting licence (PL10/47) was renewed by Ghana MINCOM in the name of newly established,
wholly owned, Ghanaian registered subsidiary, Kambale Graphite Limited. This restructure will provide greater flexibility for
development and financing of the Kambale Graphite Project, if warranted.
WOODCUTTERS – EASTERN GOLDEIELDS REGION, WESTERN AUSTRALIA (LITHIUM)
The Woodcutters lithium exploration project lies along a southeast - northwest structural trend from the pegmatite field that
hosts the Bald Hill lithium-tantalum deposit (owned by Alita Resources Limited), 25km to the northwest, and the Liontown
Resources Limited (ASX: LTR) owned Buldania lithium deposit, 25km to the southwest. Both exploration licences were granted
during the December 2022 quarter and a Land Access and Exploration Agreement with the relevant Native Title party secured.
8
Directors’ Report Continued
A 937-sample soils program was completed in March 2023 to cover a 10km north-west trending zone in the northern margin
of Castle’s two granted licences which total 482km2. The selected sampling zone is considered to be a favourable geological
setting for lithium mineralisation. It is largely underlain by Eastern Goldfields Greenstone metasediments and is close to the
contact between these and Archean granites, the most likely source of any lithium mineralisation if it is present.
Mid-2023 Castle reported five priority-ranked lithium-in-soils anomalies had been delineated within a total of 21 anomalies of
variable priority warranting further infill soil sampling and geophysics to identify any buried pegmatites in all priority soil
anomaly areas with emphasis on those most distal from granite centres from which fractionation may have emanated. This
further work commenced in September 2023.
EARAHEEDY BASIN, WESTERN AUSTRALIA
The Earaheedy Basin project comprises the Withnell and Terra Rossa sub-projects. The geology, prospectivity and strategic
value of these areas are analogous to and closely associated with provincial-scale Earaheedy base metals discovery of Rumble
Resources Ltd (ASX: RTR) and north of the Strickland Metals Limited (ASX: STK) Iroquois prospect.
Several targets have been delineated for drilling at Terra Rossa after results were received from a 671-sample soils campaign
where samples were analysed using the Ultrafine+ technique. Plans for an RC drill program are pending the securing of a land
access with the respective Native Title party and the undertaking of an access survey.
BEASLEY CREEK – PILBARA REGION, WESTERN AUSTRALIA
The Beasley Creek project lies on the northern flanks of the Rocklea Dome in the southern Pilbara. The strategy is to define
orogenic-style, structurally controlled gold targets within the various Archean sequences. Lithium anomalism is also being
followed-up. Exploration work has identified two strong gold targets which are located within a structurally bound, northwest
trending corridor in the centre of the licence. The first comprises a consistent 600m zone with associated copper anomalism.
The second comprises a smaller anomalous gold zone with a multi-element association of sliver, bismuth, nickel, platinum and
palladium.
Two high-priority lithium targets have also been identified. These areas are associated with a strong geochemical signature in
both soil and stream sediment samples characteristic of LCT pegmatites. These are located in the southern section of the
greenstone terrane, close to their margin with the Rocklea Dome granite.
SUCCESS DOME – PILBARA REGION, WESTERN AUSTRALIA
The Success Dome project lies in the Ashburton structural corridor and is located midway between the Paulsen’s and Ashburton
gold deposits. It is prospective for gold and base metals. Several high priority targets have been identified following a
reinterpretation of the regional aeromagnetic data which identified specific structures coincident with historical geochemical
data. An initial phase of exploration to investigate targets generated by Castle is planned once land access with the relevant
native title party has been secured and a site heritage survey completed.
POLELLE – MEEKATHARRA REGION, WESTERN AUSTRALIA
The Polelle project, 25km south of Meekatharra and 7km southeast of the operating Bluebird Mine, hosts a mainly obscured
and minimally explored greenstone belt. The belt is comprised of a combination of prospective lithological units and major
structural features including the Albury Heath shear which hosts the Albury Heath deposit immediately adjacent to the east
boundary of Castle’s licence.
WANGANUI – MEEKATHARRA REGION, WESTERN AUSTRALIA
At the Wanganui project, 33km south-west of the active Meekatharra mining centre and 15km south-west of the operating
Bluebird gold mine, the opportunity is to test for down-plunge and along strike extensions to the existing Main Lode North
and South deposits, as well as for other similar targets.
Deep RC drilling by Castle has demonstrated the likelihood for the development of high-grade gold shoots below the North
and South Open Pits as well as at other targets along the Main Lode Shear zone. The Main Lode mineralisation, which can be
intermittently traced for at least 1km, is one of at least four structurally related mineralised zones. This part of the licence
encompasses a part of the eastern flank of the Meekatharra-Wyloo Greenstone, a largely underexplored region due to its
extensive soil cover.
9
Directors’ Report Continued
WILGEE SPRINGS – GREENBUSHES REGION, WESTERN AUSTRALIA
The Wilgee Springs project, along strike from and within the same metamorphic belt as the World-Class Greenbushes lithium
mine, 25km to the south in Western Australia’s South-Western region, provides an opportunity to explore using the latest
geochemical and geophysical techniques for spodumene bearing pegmatites beneath a lateritic cover that has previously
hampered exploration. A conservation management plan (CMP) has been drafted and submitted to the Department of
Biodiversity, Conservation and Artefacts as part of the licence approvals process. Once the licence is granted, it is proposed
that advanced geochemical and geophysical exploration technologies will be utilised over the extensive laterite cover which
has hampered previous exploration, together with an orientation and soil sampling campaign along existing access roads and
tracks.
WOOMBA WELL
The Woomba Well tenure covers terrain prospective for lithium bearing pegmatites and was identified following an
interrogation of the GSWA critical minerals dataset (Report 233. SW Yilgarn Laterite 2020 Critical Metals digital data). The
licence is awaiting grant. Once granted, initial exploration of the area will consist of a surface geochemical program comprising
soil sampling and possible air core drilling.
GREAT SOUTHERN GRAPHITE – KENDENUP, WESTERN AUSTRALIA
The Great Southern Graphite project comprises two granted licences encompassing the historical Kendenup graphite workings
and the adjacent Martagallup graphite occurrences.
Eight areas of interest were identified in the June 2022 Quarter by a low-impact, orientation ground EM survey using the
recently developed Loupe instrument. The results reinforce the view that there is considerably more graphite mineralisation to
be discovered in the area. Negotiations are being progressed at the project to secure land access agreements with freehold
landowners to enable an extension of an initial orientation low-impact Loupe ground EM survey to be conducted.
GOLD PROJECTS, GHANA
Castle has a substantial and contiguous tenure position in Ghana’s emerging Upper West region. Its licence holdings
encompass large tracts of highly prospective Birimian geological terrane, the host to many of West Africa’s and Ghana’s multi-
million-ounce gold mines.
Particular technical attention is being directed towards the Kpali, Bundi and Kandia gold discoveries and generally the
evaluation of options that will see exploration at these appropriately funded.
Castle retains a 4% net smelter precious metal royalty over the adjacent Julie West licence, a key component of Azumah
Resources Limited’s Wa Gold Project.
Please refer to the relevant releases made by the Company to the ASX for further information.
FINANCIAL REVIEW
The Group began the financial year with a cash reserve of $4,762,603. During the year, the Group raised $2,500,000 (before
costs) from the issue of 125,000,000 fully paid ordinary shares. Funds were used to progress exploration at the Company’s
exploration projects in Western Australia and Ghana and to provide it with greater flexibility to respond to new opportunities.
During the year total exploration expenditure incurred by the Group amounted to $4,333,459 (2022: $1,481,483). In line with
the Company’s accounting policies, all exploration expenditure is expensed as incurred. Net administration expenditure
incurred amounted to $1,284,794 (2022: $675,970).
The Group incurred an operating loss after income tax for the year ended 30 June 2023 of $5,618,253 (2022: $2,157,453).
The Groups cash balance at 30 June 2023 was $700,240 (2022: $4,762,603), plus term deposits with maturities greater than
three months of $2,000,000 (2022: nil).
Going concern
For the year ended 30 June 2023 the Group recorded a loss of $5,618,253 (2022: $2,157,453) and had net cash outflows from
operating activities of $4,397,313 (2022: $2,219,810), with working capital of $1,945,168 (2022: $4,603,189).
The Group currently has no cash generating assets in operation and $700,240 of available funds and $2,000,000 of term
deposits at 30 June 2023.
The ability of the Group to continue as a going concern is dependent on securing additional funding through capital raisings
and/or sale of interests in projects to continue to fund its operational and marketing activities.
These conditions indicate an uncertainty that may cast a doubt about the Group’s ability to continue as a going concern and,
therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Management believes there are sufficient funds to meet the Group’s working capital requirements as at the date of this report.
10
Directors’ Report Continued
The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity
of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following
reasons:
• The Directors are confident the Group will be successful in sourcing further capital from the issue of additional equity
securities to fund the ongoing operations of the Group having previously been successful when raising funds through
equity issues; and
•
the ability of the Group to scale back certain parts of their activities that are non-essential so as to conserve cash.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that
the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts
or liabilities that might be necessary should the Group not continue as a going concern.
Operating Results for the Year
Summarised operating results are as follows:
Consolidated Group revenues and loss before income tax expense
Shareholder Returns
Basic loss per share (cents)
Business Risk Management
2023
Revenues
Loss
$
$
30,418
(5,618,253)
2023
(0.5)
2022
(0.2)
The board is responsible for ensuring that risks, and opportunities, are identified on a timely basis and that activities are aligned
with the risks and opportunities identified by the board.
The Company believes that it is crucial for all board members to be a part of this process, and as such the board has not
established a separate risk management committee.
The board has several mechanisms in place to ensure that management's objectives and activities are aligned with the risks
identified by the board. These include the following:
• board approval of a strategic plan, which encompasses strategy statements designed to meet stakeholders needs and
manage business risk; and
•
implementation of board approved operating plans and budgets and board monitoring of progress against these budgets.
The Company is committed to the effective management of risk to reduce uncertainty in the Company’s business outcomes
and to protect and enhance shareholder value. There are various risks that could have a material impact on the achievement
of the Company’s strategic objectives and future prospects. The key risks affecting the Company and its future performance
include but are not limited to:
Exploration risk
The Company’s projects are at various stages of exploration, and potential investors should understand that mineral
exploration and evaluation is a high-risk undertaking. The Company’s performance is dependent on the successful
exploration and evaluation of resources or reserves. There can be no assurance that exploration of the Company’s projects,
or any other tenements/licences that may be acquired in the future, will result in the discovery of a significant economic
mineral deposit. Even if a deposit is identified by the Company, there can be no guarantee that it can be economically
exploited. The future exploration activities of the Company may be affected by a range of factors including geological
conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties,
industrial and environmental accidents, local title processes, changing government regulations and many other factors
beyond the control of the Company.
In addition, the tenements/licences forming the projects of the Company may include various restrictions excluding, limiting
or imposing conditions upon the ability of the Company to conduct exploration activities. While the Company will formulate
its exploration plans to accommodate and work within such access restrictions, there is no guarantee that the Company will
be able to satisfy such conditions on commercially viable terms, or at all.
11
Directors’ Report Continued
Regulatory risk
Castle’s potential future earnings, profitability and commercialisation of its resources will be dependent on the successful
discovery and subsequent extraction of those resources to the extent that may be required to fulfil commercial obligations.
Successful commodity development and production is dependent on obtaining all necessary consent and approvals and the
successful design, construction and operation of efficient gathering, processing and transportation facilities. No assurance
can be given that Castle will be able to obtain all necessary consents and approvals in a timely manner, or at all.
The Company’s exploration activities are dependent upon the maintenance (including renewal) of the tenements/licences in
which the Company has or acquires an interest. Maintenance of the Company’s tenements/licences is dependent on, among
other things, the Company’s ability to meet the licence conditions imposed by relevant authorities. Although the Company
has no reason to think that the tenements/licences in which it currently has an interest will not be renewed, there is no
assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be
imposed by the relevant authority or whether the Company will be able to meet the conditions of renewal on commercially
reasonable terms, if at all.
Liquidity and future funding
risk
The Company has no operating revenue and is unlikely to generate any operating revenue in the foreseeable future.
Exploration and evaluation costs will continue to use funds from the Company's current cash reserves.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has
in place a planning and budgeting process to help determine the funds required to meet its operating and growth objectives.
The Company prepares cash forecasts and maintains cash balances to meet short and long-term cash requirements. The
Company’s objective is to raise sufficient funds from equity and/or debt to finance its exploration and evaluation activities
until its operations become profitable.
Castle’s ability to continue its exploration and evaluation activities over time may depend in part on its ability to raise
additional funds. There can be no assurance that any such equity or debt funding will be available to the Company on
favourable terms, or at all. If adequate funds are not available on acceptable terms, the Company may not be able to take
advantage of opportunities, respond to competitive pressures and could result in delay or reduction in further exploration
and evaluation activities which could have a material adverse effect on the Company’s ability to continue as a going concern.
A number of Castle’s exploration activities are carried out in Ghana. As a result, Castle will be subject to political, social,
economic and other uncertainties including, but not limited to, changes in policies or the personnel administering them,
foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations, royalties and tax increases
in that country.
The availability and rights to explore and mine, as well as industry profitability generally, can be affected by changes in
government policy that are beyond the control of the Company. Changing attitudes to environmental, land care, cultural
heritage and indigenous land rights’ issues, together with the nature of the political process, provide the possibility for future
policy changes. There is a risk that such changes may affect the Company’s exploration plans or, indeed, its rights and/or
obligations with respect to the tenements/licences (inclusive of applications).
Sovereign risk
Government policy
Failure to satisfy
expenditure commitments
and licence conditions
Each tenements/licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as
other conditions requiring compliance. Consequently, Castle could lose title to or its interest in the tenements/licences if
conditions are not met or if insufficient funds are available to meet expenditure commitments.
Estimates of Mineral
Resources
The Company has estimated Inferred and Indicated Mineral Resources across its tenements/licences. The Mineral Resources
are estimates only and are based on interpretations, knowledge, experience and industry practice which may change when
new techniques or information becomes available. Inclusion of material in a Mineral Resource estimate does not require a
conclusion that material may be economically extracted at the tonnages indicated, or at all. Estimates that are valid when
made may change significantly when new information becomes available. In addition, commodity price fluctuations, as well
as increased production costs or reduced throughput and/or recovery rates, may render reserves and resources uneconomic
and so may materially affect the estimates.
Reliance on key personnel
Castle has just a few executives and senior personnel and so progress in pursuing its exploration and evaluation programmes
within the time frames and within the costs structure as currently envisaged could be dramatically influenced by the loss of
existing key personnel or a failure to secure and retain additional key personnel as the Company’s exploration programme
develops. The resulting impact from such loss or failure to personnel would be dependent upon the quality and timing of
the employee’s replacement.
Changes in commodity price
Castle’s prospects, perceived value and potential future earnings will be influenced from time to time by the prevailing short-
term prices of the commodities targeted in its exploration and evaluation programs. Relevant commodity values and long-
term price will fluctuate and are affected by numerous industry factors including global and regional demand for, and supply
of the commodity, production cost levels in major producing regions and macroeconomic factors such as inflation, interest
rates and currency exchange rates. These factors may cause volatility which in turn, may affect Castle’s ability to finance its
activities and may have to curtail or suspend some or all of its proposed exploration and evaluation activities. In such
circumstances, Castle would also need to assess the economic impact of any sustained lower commodity prices on
recoverability.
Exchange rate risk
The Company funds its exploration activities in Ghana using foreign currency. Accordingly, the revenues, earnings, costs,
expenses, assets and liabilities of the Company may be exposed adversely to exchange rate fluctuation. Further, the future
value of the Company’s shares may fluctuate in accordance with movements in the exchange rates and interest rates.
12
Directors’ Report Continued
Land access risk
Environmental risk
Land access is critical for exploration and evaluation to succeed. In all cases the acquisition of prospective tenements/licences
is a competitive business, in which propriety knowledge or information is critical and the ability to negotiate satisfactory
commercial arrangements with other parties is often essential. Access to land in Australia and Ghana for exploration purposes
can be affected by land ownership including private (freehold) land, native title access and heritage clearances, pastoral lease
and regulatory requirements. Rights to mineral tenements/licences carry with them various obligations in regard to minimum
expenditure levels and responsibilities in respect of the environment and safety. Failure to observe these requirements could
prejudice the right to maintain title to a given area.
The Company’s projects are subject to the laws and regulations of all jurisdictions in which it has interests and carries on
business, regarding environmental compliance and relevant hazards. These laws and regulations set various standards
regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation
of such standards and establish, in certain circumstances, obligations to remediate current and former facilities and locations
where operations are or were conducted. Significant liability could be imposed on the Company for damages, clean-up costs,
or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of
property acquired by the Company or its subsidiaries, or non-compliance with environmental laws or regulations.
Climate change
The activities of Castle are subject to changes to local or international compliance regulations related to climate change
mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage and other possible restraints
on industry that may further impact Castle. While it will endeavour to manage these risks and limit any consequential impacts,
there can be no guarantee that Castle will not be impacted by these occurrences.
CORPORATE GOVERNANCE
The board are committed to achieving and demonstrating the high standard of corporate governance. The Corporate
Governance Statement for the Group was approved by the board on 21 September 2023 and can be viewed on the Company’s
website at www.castleminerals.com.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed in this Annual Report no significant changes in the state of affairs of the Group occurred during the
financial year.
SIGNIFICANT EVENTS AFTER THE REPORTING DATE
On 6 September 2023, Mr David K. Renner was appointed a non-executive director of Castle’s wholly owned Ghanaian
subsidiary, Kambale Graphite Limited, the holder of the Kambale Graphite Project mineral licence.
On 22 September 2023 the Company offered shareholders the opportunity to participate in a Share Purchase Plan to subscribe
for fully paid ordinary shares in the Company to raise up to $1 million (before costs).
Other than as detailed above, no matters or circumstances have arisen since the end of the financial year which 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 years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group expects to maintain the present status and level of operations and hence there are no likely developments in the
Group's operations.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group is subject to significant environmental regulation in respect to its exploration activities.
The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and
is in compliance with all environmental legislation. The directors of the Group are not aware of any breach of environmental
legislation for the year under review.
The directors have considered the recently enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which
introduces a single national reporting framework for the reporting and dissemination of information about greenhouse gas
emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the
directors have determined that the NGER Act will have no effect on the Group for the current, nor subsequent, financial year.
The directors will reassess this position as and when the need arises.
13
Directors’ Report Continued
REMUNERATION REPORT (AUDITED)
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act
2001.
Principles used to determine the nature and amount of remuneration
Remuneration policy
The remuneration policy of Castle Minerals Limited has been designed to align director and executive interests with shareholder
and business objectives by providing a fixed remuneration component and offering specific short term and long-term
incentives designed to encourage improved performance.
The board of Castle Minerals Limited believes the remuneration policy to be appropriate and effective in its ability to attract
and retain qualified and experienced directors to run and manage the Group.
The remuneration policy, setting the terms and conditions for the board members, executive directors and other senior
executives, was developed by the board. All executives receive a base salary and superannuation. The board 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.
The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract
and retain the highest calibre of executives and reward them for performance that results in long-term growth in shareholder
wealth.
Executives are also entitled to participate in the employee share and option arrangements, from time to time.
The executive directors and executives who receive a salary from the Company also receive a superannuation guarantee
contribution required by the government, which was 10.5% for the 2023 financial year, and do not receive any other retirement
benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Shares given to directors
and executives are valued as the difference between the market price of those shares and the amount paid by the director or
executive. Options are valued using either the Black-Scholes or Binomial methodologies.
The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment
and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually,
based on market practice, duties and accountability. Independent external advice is sought when required. The maximum
aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual
General Meeting (currently $200,000). Fees for non-executive directors are not linked to the performance of the Group.
However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company
and are able to participate in the employee option issues.
Elements of remuneration
-
Fixed remuneration
Executive fixed remuneration is competitively structured and comprises the fixed component of the remuneration package.
The fixed component includes cash and superannuation to comprise the employee’s total employee cost. Fixed remuneration
is designed to reward the Executive for the scope of their role, their skills, experiences and qualifications, together with their
individual performance.
-
Short term incentive (STI)
The Company implemented a short-term incentive plan during the 2020 financial year in respect to the Managing Director.
The Managing Director will have the opportunity to earn a discretionary annual incentive award, delivered in the form of cash.
The STI is reviewed on a quarterly basis by the Board, who is responsible for determining whether a bonus amount is paid
(including making no payment) based on the achievement of strategic and or business objectives. For the year ended 30 June
2023 the Board exercised their discretion, and the Managing Director was awarded a cash bonus of $42,000 (inclusive of
superannuation), with the amount settled after the reporting period (2022: $60,000). For the year ended 30 June 2023 a cash
bonus of $14,000 was awarded to Mr Guy in his capacity as a consultant, with the amount settled after the reporting period
(2022: $25,000 was paid to Guy Family Trust as nominee for James Guy & Associates Pty Ltd, a business of which Mr Guy is
principal).
14
Directors’ Report Continued
The objective of a variable STI remuneration is to link the achievement of the Company’s operational targets with the
remuneration received by the Managing Director charged with meeting those targets. The Company’s STI objectives are to
motivate the Managing Director to achieve the short-term annual objectives linked to Company success and shareholder
value creation, create a strong link between performance and reward, share Company success with the Managing Director as
he contributes to it and create a component of the employment costs that is responsive to short and medium terms changes
in the circumstances of the Company.
-
Long term incentive (LTI)
The LTI offered to directors and executives forms a key party of their remuneration and assists to align their interest with the
long-term interest of shareholders. The purpose of the LTI is to link remuneration to an appropriate financial performance
indicator, such as share price, over a long measurable period, as determined by the Board. In this regard, options over unissued
shares provide a performance linked incentive component in the remuneration package for directors and executives to
motivate and reward their performance. The current period option issue was approved by shareholders at the Annual General
Meeting held on 16 November 2022.
Summary revenue, loss, loss per share, share price and KPM compensation
The table below shows the gross revenue, losses and earnings per share for the last five years for the listed Group.
Revenue
Net loss
Loss per share (cents)
Share price at year end (cents)
Total KMP compensation
No dividends have been paid.
Use of remuneration consultants
2023
$
30,418
(5,618,253)
(0.5)
1.1
839,433
2022
$
110,688
(2,157,453)
(0.2)
2.2
446,728
2021
$
75,587
(1,990,450)
(0.3)
1.4
379,421
2020
$
339,812
(775,247)
(0.3)
0.9
351,697
2019
$
82,791
(494,738)
(0.2)
0.5
204,060
The Group did not employ the services of any remuneration consultants during the financial years ended 30 June 2023 or 30
June 2022.
Voting and comments made at the Company’s 2022 Annual General Meeting
The Company received 93.7% of “yes” votes on its remuneration report for the 2022 financial year. The Company did not
receive any specific feedback at the AGM or throughout the year on its remuneration practices.
Service agreements
Each of the Directors has agreed to letters of appointment with standard terms commencing from their appointments until
such time as the Director resigns or is not re-appointed by shareholders when required to stand for re-election, together with
standard clauses for dismissal in the case of misconduct. There are no provisions for termination payments other than accrued
fees.
Effective from 1 July 2022 up to 30 June 2023, except as noted for Mr Stone, the remuneration for each of the Directors was as
follows:
Director
Annual Salary ($)
Time Commitment
Fees for Additional Time
Michael Atkins
80,000
~2 days per month
Stephen Stone (1)
252,000
90% of his available time during
normal business hours
James Guy
40,000
~2 days per month
$1,500 per day in excess
of 2 days per month
N/A
N/A
(1)
Effective from 1 June 2023 Mr Stone’s annual remuneration was increased to $280,000 inclusive of statutory
superannuation, in recognition of a time commitment of 100% of his available time during the normal business hours of
the Company.
15
Directors’ Report Continued
Details of remuneration
Details of the remuneration of the directors and the key management personnel of the Group are set out in the following
table. The key management personnel of the Group include only the directors as per page 7.
Given the size and nature of operations of the Group, there are no other employees who are required to have their
remuneration disclosed in accordance with the Corporations Act 2001.
Key management personnel of the Group
Short-Term
$
Salary
& Fees
Cash Bonus
Non-Cash
benefits (2)
Annual &
Long Service
Leave
Post-
Employment
$
Share-Based
Payments
$
Super-
annuation
Options
Total
$
Performance
Related
%
Directors
Michael Atkins
2023
2022
Stephen Stone
2023
2022
James Guy (1)
72,398
72,727
-
-
230,166
229,091
42,000
54,545
2023
2022
36,199
36,364
14,000
25,000
Total key management personnel compensation
2023
2022
338,763
338,182
56,000
79,545
-
-
-
-
-
-
-
-
-
-
7,602
7,273
57,600
-
137,600
80,000
5,900
(10,272)
24,167
28,364
230,400
-
532,633
301,728
-
-
3,801
3,636
115,200
-
169,200
65,000
41.9
-
51.1
19.9
76.4
38.7
5,900
(10,272)
35,570
39,273
403,200
-
839,433
446,728
54.7
19.0
(1) In addition to Mr Guy’s non-executive director fee a total of $137,526 (2022: $135,320) was invoiced by James Guy &
Associates Pty Ltd, a business of which Mr Guy is principal. James Guy & Associates Pty Ltd provided geological consulting
services to the Group during the year. The amounts paid were at usual commercial rates with fees charged on an hourly
basis.
(2) The Company had in place Directors & Officers Liability Insurance during the entire year with the premium being $15,629
(2022: $14,001).
Share-based compensation
Options
Options are issued to directors and executives as part of their remuneration from time to time. The options are not issued
based on performance criteria but are issued to the majority of directors and executives of Castle Minerals Limited to increase
goal congruence between executives, directors and shareholders. The Company does not have a formal policy in relation to
the key management personnel limiting their exposure to risk in relation to the securities, but the Board actively discourages
key personnel management from obtaining mortgages in securities held in the Company. The following options over ordinary
shares of the Company were granted to or vesting with key management personnel during the year:
16
Directors’ Report Continued
Grant Date
Granted
Number Vesting Date Expiry Date
Exercise
Price
(cents)
Value per
option at
grant date
(cents) (1)
Exercised
Number
% of
Remuner-
ation
Directors
Michael Atkins
Stephen Stone
James Guy
16/11/2022 4,000,000 16/11/2022 30/06/2025
16/11/2022 16,000,000 16/11/2022 30/06/2025
16/11/2022 8,000,000 16/11/2022 30/06/2025
3.0
3.0
3.0
1.4
1.4
1.4
Nil
Nil
Nil
41.9
47.0
74.2
(1)
The value at grant date in accordance with AASB 2: Share-Based Payments of options granted during the year as part
of remuneration. For options granted during the current year, the valuation inputs for the Black-Scholes option pricing
model were as follows:
Underlying
Share Price
(cents)
Exercise Price
(cents)
Risk Free
Volatility
Interest Rate Valuation Date
Expiry Date
Directors
2.3
3.0
117.13%
3.25%
16/11/2022
30/06/2025
There were no ordinary shares issued upon exercise of remuneration options to directors or other key management personnel
of Castle Minerals Limited during the year.
Equity instruments held by key management personnel
Share holdings
The numbers of shares in the Company held during the financial year by each director of Castle Minerals Limited and other
key management personnel of the Group, including their personally related parties, and any nominally held, are set out below.
There were no shares granted during the reporting period as compensation.
2023
Directors of Castle Minerals Limited
Ordinary shares
Michael Atkins
Stephen Stone
James Guy
(1) At year end there are no nominally held shares.
Option holdings
Received
during the
year on the
exercise of
options
Received
during the
year in lieu
of Director
fees
Other
changes
during the
year
Balance at
start of the
year
Balance at
end of the
year (1)
20,841,189
51,961,627
4,818,990
-
-
-
-
-
-
- 20,841,189
700,000 52,661,627
4,818,990
-
The numbers of options over ordinary shares in the Company held during the financial year by each director of Castle Minerals
Limited and other key management personnel of the Company, including their personally related parties, are set out below:
2023
Balance at
start of the
year
Granted as
comp-
ensation
Exercised
Expired
Balance at
end of the
year (1)
Vested and
exercisable
(2)
Unvested
Directors of Castle Minerals Limited
Michael Atkins
Stephen Stone
James Guy
2,000,000
4,000,000
8,000,000 16,000,000
8,000,000
4,000,000
-
-
-
(2,000,000) 4,000,000
4,000,000
(8,000,000) 16,000,000 16,000,000
8,000,000
(4,000,000) 8,000,000
-
-
-
(1) Unlisted options are exercisable at $0.03, expiring 30 June 2025.
(2) All options were vested and exercisable at the 30 June 2023.
17
Directors’ Report Continued
Loans to key management personnel
There were no loans to key management personnel during the year.
Other transactions with key management personnel
KMP other services
James Guy & Associates Pty Ltd, a business of which Mr Guy is principal, provided geological consulting services to the Castle
Minerals Group during the year. The amounts paid were on arms’ length commercial terms and are disclosed in the
remuneration report in conjunction with Mr Guy’s compensation. At 30 June 2023 there was $11,625 (2022: $18,938) owing
to James Guy & Associates Pty Ltd.
End of audited Remuneration Report
DIRECTORS' MEETINGS
During the year the Company held five meetings of directors. The attendance of directors at meetings of the board were:
Michael Atkins
Stephen Stone
James Guy
Notes
Directors Meetings
A
5
5
5
B
5
5
5
A - Number of meetings attended.
B - Number of meetings held during the time the director held office during the year.
SHARES UNDER OPTION
Unissued ordinary shares
Unissued ordinary shares of Castle Minerals Limited under option at the date of this report are as follows:
Date options granted
Expiry date
Exercise price (cents)
Number of options
5 October 2021
19 January 2022
23 December 2022 (1)
16 March 2023
21 March 2023
31 December 2023
31 December 2024
30 June 2025
31 December 2024
31 December 2024
2.2
5.5
3.0
5.5
5.5
52,172,944
54,960,000
36,000,000
83,333,333
15,000,000
241,466,277
No option holder has any right under the options to participate in any other share issue of the Company or any other Group.
(1) Included in these options were options granted as remuneration to the five most highly remunerated officers of the
Company and the Group during the year, but are not key management persons and hence not disclosed in the
remuneration report:
Name of officer
Jade Styants
Date granted
Exercise price (cents)
Number of options
23 December 2022
3.0
3,000,000
No options were granted to the directors or any of the five highest remunerated officers of the Company since the end of the
financial year.
18
Directors’ Report Continued
INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, Castle Minerals Limited paid a premium of $16,098 to insure the directors and officers of the
Company. The total amount of insurance contract premiums paid is confidential under the terms of the insurance policy.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of the Company, and any other payments arising from liabilities incurred by the
officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful
breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for
themselves or someone else or to cause detriment to the company. It is not possible to apportion the premium between
amounts relating to the insurance against legal costs and those relating to other liabilities.
NON-AUDIT SERVICES
The following non-audit services were provided by the Group's auditor, BDO Audit (WA) Pty Ltd or associated entities. The
directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the
auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
− All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and
objectivity of the auditor;
− None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of
Ethics for Professional Accountants.
BDO Audit (WA) Pty Ltd or associated entities received or are due to receive the following amounts for the provision of
non-audit services:
Tax compliance and advisory services
Total remuneration for non-audit services
2023
$
13,085
13,085
2022
$
10,000
10,000
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility
on behalf of the Company for all or any part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on
page 20.
Signed in accordance with a resolution of the directors.
Stephen Stone
Managing Director
Perth, 22 September 2023
19
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY NEIL SMITH TO THE DIRECTORS OF CASTLE MINERALS LIMITED
As lead auditor of Castle Minerals Limited for the year ended 30 June 2023, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Castle Minerals Limited and the entities it controlled during the period.
Neil Smith
Director
BDO Audit (WA) Pty Ltd
Perth
22 September 2023
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
YEAR ENDED 30 JUNE 2023
CONTINUING OPERATIONS
Revenue
Other income
Depreciation expense
Salaries and employee benefits expense
Tenement acquisition and exploration expenses
Corporate expenses
Administration expenses
Finance costs
Share-based payment expense
LOSS BEFORE INCOME TAX
INCOME TAX EXPENSE
Notes
4(a)
4(b)
21(b)
2023
$
30,418
-
(50,401)
(266,844)
(4,333,459)
(113,418)
(365,700)
(449)
(518,400)
2022
$
409
110,279
(28,597)
(264,932)
(1,481,483)
(162,173)
(296,365)
(991)
(33,600)
(5,618,253)
(2,157,453)
6
-
-
LOSS AFTER INCOME TAX FOR THE YEAR ATTRIBUTABLE TO
MEMBERS OF CASTLE MINERALS LIMITED
(5,618,253)
(2,157,453)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
32,994
32,994
(1,865)
(1,865)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO
MEMBERS OF CASTLE MINERALS LIMITED
(5,585,259)
(2,159,318)
Basic and diluted loss per share attributable to the members of Castle
Minerals Limited (cents per share)
20
(0.5)
(0.2)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read
in conjunction with the Notes to the Consolidated Financial Statements.
21
Consolidated Statement of Financial Position
AS AT 30 JUNE 2023
Notes
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Right-of-use assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Lease liabilities
Employee benefit obligations
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Employee benefit obligations
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
TOTAL EQUITY
7
8
9
10
9
2023
$
700,240
82,689
2,000,000
2,782,929
95,980
-
95,980
2022
$
4,762,603
64,027
-
4,826,630
128,026
23,300
151,326
2,878,909
4,977,956
823,745
-
14,016
837,761
8,774
8,774
192,615
20,551
10,275
223,441
5,282
5,282
846,535
228,723
2,032,374
4,749,233
11
12
37,316,926
1,968,452
(37,253,004)
2,032,374
35,011,926
1,372,058
(31,634,751)
4,749,233
The above Consolidated Statement of Financial Position should be read
in conjunction with the Notes to the Consolidated Financial Statements.
22
Consolidated Statement of Changes in Equity
YEAR ENDED 30 JUNE 2023
Contributed
Equity
Notes
Share-based
Payments
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
Losses
$
$
$
$
Total
$
BALANCE AT 1 JULY 2021
30,009,956
894,136
241,187
(29,477,298)
1,667,981
Loss for the year
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of
foreign operations
TOTAL COMPREHENSIVE LOSS
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
-
-
-
Shares issued during the year
11
5,526,709
-
-
-
-
Share issue transaction costs
11, 21
(524,739)
205,000
Options issued during the year
21
-
33,600
-
(2,157,453)
(2,157,453)
(1,865)
-
(1,865)
(1,865)
(2,157,453)
(2,159,318)
-
-
-
-
-
-
5,526,709
(319,739)
33,600
BALANCE AT 30 JUNE 2022
35,011,926
1,132,736
239,322
(31,634,751)
4,749,233
Loss for the year
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of
foreign operations
TOTAL COMPREHENSIVE LOSS
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
-
-
-
Shares issued during the year
11
2,500,000
-
-
-
-
Share issue transaction costs
11, 21
(195,000)
45,000
Options issued during the year
21
-
518,400
-
(5,618,253)
(5,618,253)
32,994
-
32,994
32,994
(5,618,253)
(5,585,259)
-
-
-
-
-
-
2,500,000
(150,000)
518,400
BALANCE AT 30 JUNE 2023
37,316,926
1,696,136
272,316
(37,253,004)
2,032,374
The above Consolidated Statement of Changes in Equity should be read
in conjunction with the Notes to the Consolidated Financial Statements.
23
Consolidated Statement of Cash Flows
YEAR ENDED 30 JUNE 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Interest paid
Expenditure on mining interests
NET CASH (OUTFLOW) FROM OPERATING ACTIVITIES
19
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for term deposits
Payments for plant and equipment
Proceeds on sale of plant and equipment
Refund of rental security deposit
NET CASH (OUTFLOW) FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares
Payment of share issue costs
Principal elements of lease payments
NET CASH INFLOW FROM FINANCING ACTIVITIES
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL
YEAR
Notes
2023
$
2022
$
(692,961)
409
(991)
(1,526,267)
(2,219,810)
-
(129,754)
110,279
12,000
(7,475)
5,526,709
(319,739)
(20,009)
5,186,961
2,959,676
1,801,005
1,922
(659,581)
9,073
(449)
(3,746,356)
(4,397,313)
(2,000,000)
-
-
-
(2,000,000)
2,500,000
(150,000)
(20,551)
2,329,449
(4,067,864)
4,762,603
5,501
7
700,240
4,762,603
The above Consolidated Statement of Cash Flows should be read
in conjunction with the Notes to the Consolidated Financial Statements.
24
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated
Group consisting of Castle Minerals Limited and its subsidiaries. The financial statements are presented in the Australian
currency. Castle Minerals Limited is a company limited by shares, domiciled and incorporated in Australia. The financial
statements were authorised for issue by the directors on 20 September 2023. The directors have the power to amend and
reissue the financial statements.
(a) Basis of preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Castle Minerals Limited is
a for-profit Group for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Castle Minerals Limited Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) New and amended standards adopted by the Group
The Group has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the AASB that
are relevant to its operations and effective for the current annual reporting period. The Group did not have to change its
accounting policies or make retrospective adjustments as a result of adopting these standards.
(iii) Impact of standards issued but not yet applied by the Group
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2023 reporting
periods and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and
interpretations is that they are not expected to have a material impact on the Group in the current or future reporting periods
and on foreseeable future transactions.
(iv) Historical cost convention
These financial statements have been prepared under the historical cost convention, except for certain financial assets and
liabilities measured at fair value.
(v) Going concern
For the year ended 30 June 2023 the Group recorded a loss of $5,618,253 (2022: $2,157,453) and had net cash outflows from
operating activities of $4,397,313 (2022: $2,219,810), with working capital of $1,945,168 (2022: $4,603,189).
The Group currently has no cash generating assets in operation and $700,240 of available funds and $2,000,000 of term
deposits at 30 June 2023.
The ability of the Group to continue as a going concern is dependent on securing additional funding through capital raisings
and/or sale of interests in projects to continue to fund its operational and marketing activities.
These conditions indicate an uncertainty that may cast a doubt about the Group’s ability to continue as a going concern and,
therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
Management believes there are sufficient funds to meet the Group’s working capital requirements as at the date of this report.
The financial statements have been prepared on the basis that the Group is a going concern, which contemplates the continuity
of normal business activity, realisation of assets and settlement of liabilities in the normal course of business for the following
reasons:
• The Directors are confident the Group will be successful in sourcing further capital from the issue of additional equity
securities to fund the ongoing operations of the Group having previously been successful when raising funds through
equity issues; and
•
the ability of the Group to scale back certain parts of their activities that are non-essential so as to conserve cash.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities
other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that
the financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts
or liabilities that might be necessary should the Group not continue as a going concern.
25
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(b) Principles of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit
or loss and other comprehensive income, statement of changes in equity and statement of financial position respectively.
(ii) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling
and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the
adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity
attributable to owners of Castle Minerals Limited.
When the Group ceases to have control, any retained interest in the subsidiary is remeasured to its fair value with the change
in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, jointly controlled entity or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income
are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or associate is reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or
loss where appropriate.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the full Board of Directors.
(d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the Group operates (‘the functional currency’). The consolidated financial statements are
presented in Australian dollars, which is Castle Minerals Limited's functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
They are deferred in equity if they are attributable to part of the net investment in a foreign operation.
26
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(d) Foreign currency translation continued
(iii) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
•
income and expenses for each statement of profit or loss and other comprehensive income are translated at average
exchange rates (unless that is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions); and
• all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings
and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange
differences are reclassified to profit or loss, as part of the gain or loss on sale.
(e) Revenue recognition
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets.
(f) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Group operates and generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and
considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax
balances either based on the most likely amount or the expected value, depending on which method provides a better
prediction of the resolution of the uncertainty.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination
that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using
tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the
related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in controlled entities where the parent Group is able to control the timing of the reversal of the temporary
differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
27
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(g) Leases
The Group leased office premises for a fourteen-month term that commenced on 1 January 2022. Upon commencement of
the lease the Group recognised a lease liability for this lease, measured at the present value of the remaining lease payments,
discounted using the Group’s incremental borrowing rate, being 6.5%. Following the expiration of that lease, a new lease for
office premises was executed with a term of 12 months for which the applicable exemption allowed by AASB 16 has been
availed with the short-term lease payments recognised on a straight-line basis as an expense in profit or loss.
Where the Group is lessee, the Group recognises a right-of-use asset and a corresponding liability at the date at which the
lease asset is available for use by the Group. Each lease payment is allocated between the liability and the finance cost. The
finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful
life and the lease term on a straight-line basis.
Liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of
the following lease payments:
fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
•
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain
an asset of similar value in a similar economic environment with similar terms and conditions.
The Group’s office lease agreement contains an option for the lessee to extend for a further twelve-month term.
Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before
commencement date less any lease incentives received, and any initial direct costs.
Where the terms of a lease require the Group to restore the underlying asset, or the Group has an obligation to dismantle and
remove a leased asset, a provision is recognised and measured in accordance with AASB 137. To the extent that the costs relate
to a right-of-use asset, the costs are included in the related right-of-use asset.
Where leases have a term of 12 months or less or relate to low value assets the Group may apply exemptions in AASB 16 to
not capitalise any such leases and instead recognise the lease payments on a straight-line basis as an expense in profit or loss.
(h) Impairment of assets
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 amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that
suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
(i) Cash and cash equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities on the statement of financial position.
28
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(j) Financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through OCI or through profit or loss); and
• Those to be measured at amortised cost.
The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the
cash flows.
(i) Classification continued
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity
instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time
of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are
solely payment of principal and interest.
(iii) Measurement continued
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other income or expenses. Impairment losses are presented as a separate line item in the statement of
profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash
flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken
through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses
which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified from equity to profit or loss and recognised in other income or expenses. Interest income from
these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses
are presented in other income or expenses and impairment losses are presented as a separate line item in the statement of
profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL is recognised in profit or loss and presented net within other income or expenses in the
period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present
fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses
to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in
profit or loss as other income when the Group’s right to receive payment is established.
29
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(j) Financial assets continued
Changes in the fair value of financial assets at FVPL are recognised in other income or expenses in the statement of profit or
loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not
reported separately from other changes in fair value.
(iv) Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at
amortised cost and FVOCI. The impairment methodology depends on whether there has been a significant increase in credit
risk.
(k) Exploration and evaluation costs
Exploration and evaluation costs are expensed (and not capitalised) in the year they are incurred.
(l) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which
are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting date. They are recognised initially at fair value and subsequently at amortised cost. The amounts are unsecured and
are paid on normal commercial terms.
(m) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months
of the reporting date in respect of employees’ services up to the reporting date are measured at the amounts expected to be
paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the statement of
financial position.
(ii) Other long-term employee benefit obligations
The group also has liabilities for long service leave that are not expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service. These obligations are therefore measured as the present value
of expected future payments to be made in respect of services provided by employees up to the end of the reporting period
using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service. Expected future payments are discounted using market yields at the end of the
reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated
future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are
recognised in profit or loss.
The obligations are presented as current employee benefit obligations in the statement of financial position if the entity does
not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when
the actual settlement is expected to occur.
(n) 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 the proceeds. Incremental costs directly attributable to the issue of new shares or
options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.
(o) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of
servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the year.
30
Notes to the Consolidated Financial Statements continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(o) Earnings per share continued
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(p) Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable
from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable
from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.
The Group’s transactions in Ghana are subject to VAT administered by the Value Added Tax Service of the Republic of Ghana.
VAT may only be recoverable once the Group’s operations are producing revenue in Ghana. Hence, at the Group’s current level
of activity, being exploration, VAT is recognised as part of the cost of acquisition of an asset or as part of an item of expense.
Receivables and payables in the statement of financial position are shown inclusive of VAT.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the respective taxation authorities, are presented as operating cash flows.
(q) Share-based payments
The Group granted benefits to suppliers, employees and consultants in the form of share-based payment transactions.
The share-based payments are measured at fair value equal to the value of goods and services received. For equity-settled
transactions with employees the fair value of the equity instruments is measured at the date at which they are granted. The
fair value is determined by an internal valuation using an appropriate option pricing model or quoted active market price,
using the assumptions detailed in note 21.
(r) Critical accounting judgements, estimates and assumptions
The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are:
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees and contractors by reference to the fair value of
the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using an
appropriate option pricing model or quoted active market price, using the assumptions detailed in note 21. If any of these
assumptions, including the probability of achieving the performance hurdle were to change, there may be an impact on the
amounts reported.
Acquisition of assets
In determining whether an acquisition is a business combination or an asset acquisition, management apply significant
judgement to assess whether the net assets acquired constitute a 'business' in accordance with AASB 3. Under that standard,
a business is an integrated set of activities and assets that is capable of being conducted or managed for the purpose of
providing a return, and necessarily consists of inputs, processes, which when applied to those inputs, have the ability to create
outputs.
31
Notes to the Consolidated Financial Statements continued
2.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest
rate risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the financial performance of the Group.
Risk management is carried out by the full Board of Directors as the Group believes that it is crucial for all board members to
be involved in this process. The Managing Director, with the assistance of senior management as required, has responsibility
for identifying, assessing, treating and monitoring risks and reporting to the board on risk management.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the US dollar.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the Group’s functional currency. The Group has not formalised a foreign currency risk management policy
however, it monitors its foreign currency expenditure in light of exchange rate movements.
The risk is not material and sensitivity analysis does not result in a material effect on Group results or financial position.
(ii) Price risk
Given the current level of operations and financial assets held the Group is not exposed to commodity or equity price risk.
(iii) Interest rate risk
The Group is exposed to movements in market interest rates on cash and cash equivalents. The Group policy is to monitor the
interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest
rate return.
The risk is not material and sensitivity analysis does not result in a material effect on Group results or financial position.
(b) Credit risk
The maximum exposure to credit risk at reporting date is the carrying amount (net of provision for impairment) of those assets
as disclosed in the statement of financial position and notes to the financial statements. The only significant concentrations of
credit risk for the Group are the cash and cash equivalents and security bonds (as part of other receivables) held with financial
institutions, and GST recoverable from the Australian Taxation Office. All material deposits are held with the major Australian
banks, or the Australian government, for which the Board evaluate credit risk to be minimal.
As the Group does not presently have any trade receivables, lending, significant stock levels or any other credit risk, a formal
credit risk management policy is not maintained.
(c) Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and
marketable securities are available to meet the current and future commitments of the Group. Due to the nature of the Group’s
activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of
funding being equity raisings. The Board of Directors constantly monitor the state of equity markets in conjunction with the
Group’s current and future funding requirements, with a view to initiating appropriate capital raisings as required.
The financial liabilities of the Group are confined to trade payables as disclosed in the statement of financial position. All trade
payables are non-interest bearing and due within 12 months of the reporting date.
(d) Fair value estimation
The carrying values of all financial assets and liabilities of the Group approximate their fair values due to their short-term
nature.
32
Notes to the Consolidated Financial Statements continued
3. SEGMENT INFORMATION
For management purposes, the Group has identified two reportable segments being: exploration activities undertaken in
Australia; and, exploration activities undertaken in Ghana, West Africa. These segments include activities associated with the
determination and assessment of the existence of commercial economic reserves, from the Group’s mineral assets in the
respective geographic location.
Segment performance is evaluated based on the operating profit or loss and cash flows and is measured in accordance with
the Group’s accounting policies.
Exploration segments
Segment revenue and other income – Australia
Segment revenue and other income – Ghana
Segment revenue and other income – Total
Reconciliation of segment revenue and other income to total revenue
and other income before tax:
Interest revenue
Other revenue and income
Total revenue and other income
Segment results – Australia
Segment results – Ghana
Segment results – Total
Reconciliation of segment result to loss before tax:
Corporate depreciation
Finance costs
Share-based payment expense
Other corporate and administration
Loss before tax
2023
$
-
-
-
30,418
-
30,418
(625,405)
(3,708,054)
(4,333,459)
(50,401)
(449)
(518,400)
(715,544)
2022
$
-
110,279
110,279
409
-
110,688
(1,203,083)
(168,121)
(1,371,204)
(28,597)
(991)
(33,600)
(723,061)
(5,618,253)
(2,157,453)
33
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
3. SEGMENT INFORMATION CONTINUED
Segment operating assets - Australia
Segment operating assets – Ghana
Segment operating assets – Total
Reconciliation of segment operating assets to total assets:
Other corporate and administration assets
Total assets
Segment operating liabilities - Australia
Segment operating liabilities – Ghana
Segment operating liabilities – Total
Reconciliation of segment operating liabilities to total liabilities:
Other corporate and administration liabilities
Total liabilities
4. REVENUE AND OTHER INCOME
(a) Revenue from continuing operations
Interest
(b) Other income
Net gain on disposal of plant and equipment
2023
$
2022
$
-
-
-
-
-
-
2,878,909
2,878,909
4,977,956
4,977,956
165,349
517,833
683,182
163,353
846,535
80,698
39,568
120,266
108,457
228,723
30,418
409
-
-
110,279
110,279
5.
EXPENSES
Loss before income tax includes the following specific expenses:
Defined contribution superannuation expense
41,459
44,353
6.
INCOME TAX
(a) Income tax benefit
Current tax
Deferred tax
-
-
-
-
-
-
34
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
2023
$
2022
$
6.
INCOME TAX CONTINUED
(b) Numerical reconciliation of income tax expense to prima facie
tax payable
Loss from continuing operations before income tax expense
Prima facie tax (benefit)/expense at the Australian tax rate of 30%
(2022: 30%)
Tax effect of amounts which are not deductible in calculating taxable
income:
Share-based payments
Other
Movements in unrecognised temporary differences
Tax effect of current year tax losses for which no deferred tax asset has
been recognised
Foreign tax rate differential
Income tax expense
(c) Unrecognised temporary differences
Deferred Tax Assets (at 30%)
On Income Tax Account
Capital raising costs
Foreign exploration tax losses
Accruals and other provisions
Tenement acquisition costs
Australian carry forward capital losses
Australian carry forward tax losses
Deferred Tax Liabilities (30%)
Net deferred tax assets
(5,618,253)
(2,157,453)
(1,685,476)
(647,236)
155,520
22,103
(1,507,853)
(8,625)
1,701,881
(185,403)
-
90,380
6,237,933
35,368
139,306
1,345,530
2,753,381
-
10,601,898
10,080
21,841
(615,315)
(37,123)
660,844
(8,406)
-
86,774
4,940,114
10,547
145,650
1,819,543
1,832,802
-
8,835,430
Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will
be available against which deductible temporary differences and tax losses can be utilised.
The Group’s ability to use losses in the future is subject to the companies in the Group satisfying the relevant tax authority’s
criteria for using these losses.
Foreign exploration tax losses are incurred in Ghana and are arrived at after adjusting losses reported in financial statements
in line with tax principles. Mining concerns are allowed to deduct the losses over a five-year period subsequent to the year in
which the loss was incurred.
7. CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Cash and cash equivalents as shown in the statement of financial
position and the statement of cash flows
700,240
4,762,603
700,240
4,762,603
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates.
8. CURRENT ASSETS – OTHER CURRENT ASSETS
Term Deposits
2,000,000
-
Other current assets represent cash held on term deposit with original maturities greater than three months.
35
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
2023
9.
LEASES
(i) Amounts recognised in the Statement of Financial Position
The statement of financial position shows the following amounts
relating to leases:
Right-of-use assets
Opening carrying value of right-of-use-asset
Additions
Depreciation of Right of Use Asset
Closing carrying value of right-of-use-asset
Lease liabilities
Opening balance of lease liability
New leases
Interest charges
Repayment of principle
Closing balance of lease liabilities
(ii) Amounts recognised in the Statement of Profit or Loss
The statement of profit or loss and other comprehensive income shows
the following amounts relating to leases:
Depreciation charge for right-of-use assets
Interest expense (included in finance costs)
Expenses relating to short-term leases (included in administration
expenses)
$
23,300
-
(23,300)
-
20,551
-
449
(21,000)
-
23,300
449
15,258
2022
$
-
40,560
(17,260)
23,300
-
37,560
991
(18,000)
20,551
17,260
991
30,867
The Company leased office premises for a fourteen-month term that commenced on 1 January 2022. Following the expiration
of that lease, a new lease for office premises was executed with a term of 12 months for which the applicable exemption
allowed by AASB 16 has been availed with the short-term lease payments recognised on a straight-line basis as an expense in
profit or loss.
10. CURRENT LIABILITIES - TRADE AND OTHER PAYABLES
Trade payables
Other payables and accruals
207,166
616,579
823,745
32,218
160,397
192,615
Information about the Group’s exposure to foreign exchange and liquidity risk is provided in note 2.
36
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
11. CONTRIBUTED EQUITY
(a) Share capital
Ordinary shares fully paid
Total contributed equity
(b) Movements in ordinary share capital
Beginning of the financial year
Issued during the year:
− Issued for cash at $0.012 per share
− Issued for cash at $0.02 per share
− Issued for cash at $0.03 per share
− Issued for cash upon exercise of $0.02 options
− Issued for cash upon exercise of $0.022 options
− Issued for cash upon exercise of $0.055 options
Transaction costs
2023
2022
Number of
shares
Notes
$
Number of
shares
$
11(d) 1,124,492,984
37,316,926
999,492,984
35,011,926
1,124,492,984
37,316,926
999,492,984
35,011,926
999,492,984
35,011,926
732,500,818
30,009,956
-
125,000,000
-
-
-
-
-
-
2,500,000
-
-
-
-
(195,000)
126,843,833
-
120,000,000
20,000,000
108,333
40,000
-
1,522,126
-
3,600,000
400,000
2,383
2,200
(524,739)
End of the financial year
1,124,492,984
37,316,926
999,492,984
35,011,926
(c) Movements in options on issue
Beginning of the financial year
Issued, exercisable at $0.022 on or before 30 June 2023
Issued, exercisable at $0.022 on or before 31 December 2023
Issued, exercisable at $0.03 on or before 30 June 2025
Issued, exercisable at $0.055 on or before 31 December 2024
Exercised at $0.02, expiring 30 June 2022
Exercised at $0.022, expiring 30 June 2023
Exercised at $0.055, expiring 31 December 2024
Expired on 30 June 2023, exercisable at $0.015
Expired on 30 June 2023, exercisable at $0.022
End of the financial year
(d) Ordinary shares
Number of options
2023
2022
126,632,944
-
-
36,000,000
98,333,333
-
-
-
(15,500,000)
(4,000,000)
241,466,277
35,500,000
4,000,000
52,281,277
-
55,000,000
(20,000,000)
(108,333)
(40,000)
-
-
126,632,944
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and
upon a poll each share is entitled to one vote.
Ordinary shares have no par value, and the Company does not have a limited amount of authorised capital.
(e) Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may
continue to provide returns for shareholders and benefits for other stakeholders.
37
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
11. CONTRIBUTED EQUITY CONTINUED
Due to the nature of the Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities,
with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the
current working capital position against the requirements of the Group to meet exploration programmes and corporate
overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements,
with a view to initiating appropriate capital raisings as required. The working capital position of the Group at 30 June 2023 and
30 June 2022 are as follows:
Cash and cash equivalents
Trade and other receivables
Other current assets – Term Deposits
Trade and other payables
Lease liabilities
Employee benefit obligations (current)
Working capital position
12. RESERVES
(a) Reserves
Foreign currency translation reserve
Share-based payments reserve
(b) Nature and purpose of reserves
(i) Foreign currency translation reserve
2023
$
700,240
82,689
2,000,000
(823,745)
-
(14,016)
1,945,168
2022
$
4,762,603
64,027
-
(192,615)
(20,551)
(10,275)
4,603,189
272,316
1,696,136
1,968,452
239,322
1,132,736
1,372,058
Exchange differences arising on translation of the foreign controlled Group are recognised in other comprehensive income as
described in note 1(d) and accumulated within a separate reserve within equity. The cumulative amount is reclassified to profit
or loss when the net investment is disposed of.
(ii) Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options and performance rights granted.
13. DIVIDENDS
No dividends were paid during the financial year. No recommendation for payment of dividends has been made.
14. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent Group, its related
practices and non-related audit firms:
(a) Audit services
BDO Audit (WA) Pty Ltd - audit and review of financial reports
Total remuneration for audit services
(b) Non-audit services
BDO (WA) Pty Ltd - tax compliance services
Total remuneration for other services
44,400
44,400
13,085
13,085
39,000
39,000
10,000
10,000
38
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
15. CONTINGENCIES
Contingent liabilities
Wanganui and Polelle tenement acquisitions
In accordance with tenement acquisition agreements entered during the 2021 financial year for the Wanganui and Polelle
projects, the following deferred consideration may become payable in future periods:
• A 1% gross royalty is payable on any gold produced from both projects; and
• A once only milestone payment of $50,000 is payable when either a decision is made to mine ore or an ore reserve of at
least 30,000oz gold has been declared on one of the projects.
Beasley Creek tenement acquisition
In accordance with a tenement acquisition agreement entered during the 2018 financial year, the following deferred
consideration may become payable in future periods:
• 2,000,000 performance rights to vest into fully paid ordinary shares of the Company, on the date that the Company submits
a Form 5 (in the form specified in the Mining Act) stating that the Company has expended $500,000 on the tenement.
Ghana
The mineral licences held in Ghana by the Group through its wholly owned Ghanaian subsidiaries, Carlie Mining Limited and
Kambale Graphite Limited, are subject to compliance with the Minerals and Mining Act 2006 (Act 703) and various other laws
and regulations governing their application, granting, extension, renewal, and general operation. Failure to comply with these
conditions may render the licences liable for forfeiture. The Group has for several of its licences applied for extensions of term
or renewal and/or a reduction in licence area and is awaiting approval from the Ghana MINCOM and the Ghana Minister of
Lands and Natural Resources for these. Such approvals will be subject to the payment of various fees which the Group will
consider and pay on an individual licence basis as-and-when such fees have been determined and presented. There is no
guarantee that the obligations and terms pertaining to individual or all of the Group’s licences can or will be economically
complied with.
16. RELATED PARTY TRANSACTIONS
(a) Parent Group
The ultimate parent Group within the Group is Castle Minerals Limited.
(b) Subsidiaries
Interests in subsidiaries are set out in note 17.
(c) Key management personnel compensation
Short-term benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
2023
$
400,663
35,570
-
-
403,200
839,433
2022
$
407,455
39,273
-
-
-
446,728
Detailed remuneration disclosures are provided in the remuneration report on pages 14 to 18.
(d) Transactions and balances with other related parties
Other services
James Guy & Associates Pty Ltd, a business of which Mr Guy is principal, provided geological consulting services to the Group
during the year totalling $137,526 (2022: $135,320). The amounts paid were on arms’ length commercial terms and are
disclosed in the remuneration report in conjunction with Mr Guy’s compensation. At 30 June 2023 there was $11,625 (2022:
$18,938) owing to James Guy & Associates Pty Ltd.
39
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
17. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 1(b):
Name
Country of incorporation
Class of shares
Equity Holding*
Carlie Mining Ltd
Kambale Graphite Ltd (1)
Black Volta Minerals Ltd (2)
Ghana
Ghana
Australia
Ordinary
Ordinary
Ordinary
*The proportion of ownership interest is equal to the proportion of voting power held.
2023
%
100
100
100
2022
%
100
-
-
(1)
(2)
Kambale Graphite Ltd was incorporated on 6 September 2022 with Castle Minerals Ltd the sole shareholder. Effective
from 18 May 2023 ownership of the Group’s Kambale Prospecting Licence (PL 10/47) was transferred to this entity, with
associated exploration expenditure being incurred within this entity from that date.
Black Volta Minerals Ltd was incorporated on 4 July 2022 with Castle Minerals Ltd the sole shareholder. This entity has
been dormant since incorporation.
18. EVENTS OCCURRING AFTER THE REPORTING DATE
On 6 September 2023, Mr David K. Renner was appointed a non-executive director of Castle’s wholly owned Ghanaian
subsidiary, Kambale Graphite Limited, the holder of the Kambale Graphite Project mineral licence.
On 22 September 2023 the Company offered shareholders the opportunity to participate in a Share Purchase Plan to subscribe
for fully paid ordinary shares in the Company to raise up to $1 million (before costs).
Other than as detailed above, no other matter or circumstance has arisen since 30 June 2023, which has significantly affected,
or may significantly affect the operations of the Group, the result of those operations, or the state of affairs of the Group in
subsequent financial years.
2023
$
2022
$
(5,618,253)
(2,157,453)
50,401
-
518,400
33,870
(18,550)
629,586
7,233
28,597
(110,279)
33,600
3,591
(20,490)
10,039
(7,415)
(4,397,313)
(2,219,810)
19. CASH FLOW INFORMATION
(a)
Reconciliation of net profit or loss after income tax to net
cash outflow from operating activities
Net loss for the year
Non-Cash Items
Depreciation of non-current assets
Net gain on disposal of plant and equipment
Share-based payments expense
Net exchange differences
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in employee benefit obligations
Net cash outflow from operating activities
(b) Non-cash investing and financing activities
Non-cash investing and financing activities disclosed in other notes are:
•
Options issued to consultants and suppliers for nil consideration (note 21).
40
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
2023 2022
20. LOSS PER SHARE
(a) Basic and diluted loss per share
Basic and diluted loss per share attributable to the owners of the
Company (cents per share)
(a) Reconciliation of earnings used in calculating loss per share
Loss attributable to the owners of the Company used in calculating basic
and diluted loss per share
(b) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator
in calculating basic and diluted loss per share
(0.5)
(0.2)
$
$
(5,618,253)
(2,157,453)
Number of shares Number of shares
1,035,794,354
892,341,769
(c) Information on the classification of options
As the Group made a loss for the year ended 30 June 2023, the options on issue were considered anti-dilutive and were not
included in the calculation of diluted earnings per share. The options currently on issue could potentially dilute basic earnings
per share in the future.
21. SHARE-BASED PAYMENTS
(a) Employees and contractors’ options
The Group provides benefits to employees (including directors) and contractors of the Group in the form of share-based
payment transactions, whereby employees or consultants render services in exchange for options to acquire ordinary shares.
The exercise prices of the options granted and on issue at 30 June 2023 range from 2.2 cents to 5.5 cents per option, with
expiry dates ranging from 31 December 2023 to 30 June 2025. All options granted vested immediately upon issue.
Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share in the
capital of the Company with full dividend and voting rights.
During the year, 15,000,000 listed options with an exercise price of 5.5 cents and expiring 31 December 2024 were granted to
corporate advisors as part consideration for capital raising expenses. Additionally, 36,000,000 unlisted options with an exercise
price of 3 cents and expiring 30 June 2025 were granted to employees and consultants.
Fair value of options granted
The weighted average fair value of the listed options granted during the year was 0.3 cents (2022: 0.8 cents). The listed options
vested on the date of issue. The fair value of the 5.5 cents listed options issued was determined by reference to the closing
price of 0.3 cents on the grant date of 21 March 2023.
The weighted average fair value of the unlisted options granted during the year was 1.4 cents (2022: 0.8 cents). The price was
calculated by using the Black-Scholes European Option Pricing Model applying the following inputs:
Weighted average exercise price (cents)
Weighted average life of the option (years)
Weighted average underlying share price (cents)
Expected share price volatility
Risk free interest rate
2023
3.0
2.5
2.3
117.1%
3.25%
2022
2.2
2.0
1.4
140.9%
0.03%
Historical volatility has been used as the basis for determining expected share price volatility as it assumed that this is indicative
of future trends, which may not eventuate.
41
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
21. SHARE-BASED PAYMENTS CONTINUED
Set out below is a summary of the share-based payment options granted:
Outstanding at the beginning of the year
Granted
Forfeited
Exercised (1)
Expired
Outstanding at year-end
Exercisable at year-end
2023
2022
Number of
options
44,500,000
51,000,000
-
-
(19,500,000)
76,000,000
76,000,000
Weighted
average exercise
price cents
3.1
3.7
-
-
1.6
3.9
3.9
Number of
options
35,500,000
29,000,000
-
(20,000,000)
-
44,500,000
44,500,000
Weighted
average exercise
price cents
1.8
3.9
-
2.0
-
3.1
3.1
(1)
The weighted average share price at the date of exercise of options exercised during the year ended 30 June 2022 was
3.1 cents.
The weighted average remaining contractual life of share options outstanding at the end of the year was 1.6 years (2022: 1.6
years), and the exercise prices range from 2.2 cents to 5.5 cents. The option expiry dates range from 31 December 2023 to 30
June 2025.
2023
$
2022
$
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Options issued to corporate advisors (‘share issue transaction costs’)
Options issued to employees and contractors (‘share-based payment
expense’)
45,000
518,400
205,000
33,600
563,400
238,600
22. COMMITMENTS
Exploration commitments
The Group has certain commitments to meet minimum expenditure requirements on the mineral exploration assets it has an
interest in. Outstanding exploration commitments are as follows:
within one year
later than one year but not later than five years
575,580
1,728,183
821,337
1,736,899
2,558,236
2,303,763
42
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
23. PARENT GROUP INFORMATION
The following information relates to the parent Group, Castle Minerals Limited, at 30 June 2023. The information presented
here has been prepared using accounting policies consistent with those presented in note 1.
Current assets
Non-current assets
4,684,218
151,326
2,671,197
95,980
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Share-based payments reserve
Accumulated losses
Total equity
Loss for the year
Total comprehensive loss for the year
2,767,177
4,835,544
319,928
8,774
328,702
37,316,926
1,696,136
(36,574,587)
2,438,475
183,874
5,282
189,156
35,011,926
1,132,736
(31,498,274)
4,646,388
(5,076,313)
(5,076,313)
(2,326,997)
(2,326,997)
As detailed in note 15, there are contingent liabilities in respect to tenement acquisition agreements that the parent Group has
entered or co-signed with a subsidiary Group, and contingent assets of the parent Group resulting from sale of a subsidiary.
24. DEED OF CROSS GUARANTEE
Castle Minerals Limited and Black Volta Minerals Limited are parties to a deed of cross guarantee under which each company
guarantees the debts of the other. By entering into the deed, the wholly owned entity has been relieved from the requirement
to prepare a financial report and directors’ report under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
(a)
Consolidated statement of profit or loss, statement of comprehensive income and summary of movements in
consolidated retained losses
The above companies represent a ‘closed group’ for the purposes of the instrument, and as there are no other parties to the
deed of cross guarantee that are controlled by Castle Minerals Limited, they also represent the ‘extended closed group’.
43
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
2023
$
24. DEED OF CROSS GUARANTEE CONTINUED
Set out below is a consolidated statement of profit or loss, a consolidated statement of comprehensive income and a summary
of movements in consolidated retained losses for the year ended 30 June 2023 of the closed group consisting of Castle Minerals
Limited and Black Volta Minerals Limited.
Consolidated statement of comprehensive income
Revenue
Depreciation expense
Salaries and employee benefits expense
Tenement acquisition and exploration expenses
Corporate expenses
Administration expenses
Finance costs
Doubtful debts and impairment expense
Share-based payment expense
Loss before income tax
Income tax expense
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Summary of movements in consolidated retained losses
Retained losses at the beginning of the financial year
Loss for the year
Retained losses at the end of the financial year
30,418
(50,401)
(266,844)
(625,405)
(113,418)
(365,700)
(449)
(3,166,114)
(518,400)
(5,076,313)
-
(5,076,313)
-
(5,076,313)
(31,498,274)
(5,076,313)
(36,574,587)
44
Notes to the Consolidated Financial Statements continued
30 JUNE 2023
2023
$
24. DEED OF CROSS GUARANTEE CONTINUED
(b)
Consolidated statement of financial position
Set out below is a consolidated statement of financial position as at 30 June 2023 of the closed group consisting of Castle
Minerals Limited and Black Volta Minerals Limited.
592,924
78,273
2,000,000
2,671,197
95,980
95,980
2,767,177
305,912
14,016
319,928
8,774
8,774
328,702
2,438,475
37,316,926
1,696,136
(36,574,587)
2,438,475
Current assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total current assets
Non-current assets
Plant and equipment
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Employee benefit obligations
Total current liabilities
Non-current liabilities
Employee benefit obligations
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
45
Directors' Declaration
In the directors’ opinion:
(a)
(b)
(c)
(d)
the financial statements comprising the statement of profit or loss and other comprehensive income, statement of
financial position, statement of changes in equity, statement of cash flows and accompanying notes set out on pages
21 to 45 are in accordance with the Corporations Act 2001, including:
(i)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii)
giving a true and fair view of the consolidated Group’s financial position as at 30 June 2023 and of its
performance for the financial year ended on that date;
there are reasonable grounds to believe that the consolidated Group will be able to pay its debts as and when they
become due and payable;
the remuneration disclosures included in the Directors’ Report (as part of the audited Remuneration Report), for the
year ended 30 June 2023, comply with Section 300A of the Corporations Act 2001; and
a statement that the attached financial statements are in compliance with International Financial Reporting Standards
has been included in the notes to the financial statements.
The directors have been given the declarations by the chief executive officer and chief financial officer required by section
295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Stephen Stone
Managing Director
Perth, 22 September 2023
46
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth, WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Castle Minerals Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Castle Minerals Limited (the Company) and its subsidiaries (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 report, 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:
(i)
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 ended on that date; and
(ii)
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 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 confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International
Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
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. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matter described below to be the key audit
matter to be communicated in our report.
Accounting for Share-based Payments
Key audit matter
How the matter was addressed in our audit
During the year ended 30 June 2023, the Group issued
Our audit procedures in respect of this area included
options to employees, consultants and brokers which
but were not limited to the following:
have been accounted for as share-based payments.
•
Reviewing relevant supporting
Refer to Note 21, Note 1(q) and Note 1(r) of the
documentation to obtain an understanding of
financial report for a description of the accounting
the contractual nature and terms and
policy and significant estimates and judgements
conditions of the share-based payment
applied to these transactions.
arrangements;
Due to the complex and judgemental estimates used in
•
Holding discussions with management to
determining the valuation of the share-based
understand the share-based payment
payments, we consider the accounting for the share
transactions in place;
based payment expense to be a key audit matter.
•
Reviewing management’s determination of
the fair value of the share-based payments
granted, considering the appropriateness of
the valuation models used and assessing the
valuation inputs;
•
Involving our valuation specialists, to assess
the reasonableness of management’s
valuation inputs in respect of volatility;
•
Assessing the reasonableness of the share-
based payment in equity; and
•
Assessing the adequacy of the related
disclosures in Note 1(q), Note 1(r) and Note
21 of the Financial Report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2023, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and 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.
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 has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 18 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Castle Minerals Limited, for the year ended 30 June 2023,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Neil Smith
Director
Perth
22 September 2023
ASX ADDITIONAL INFORMATION
For the year ended 30 June 2023
Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is shown
below. All information is current as at 14 September 2023.
Distribution of equity securities
CLASS OF EQUITY SECURITY
Ordinary shares (ASX: CDT)
$0.022 Options (ASX: CDTO)
$0.055 Options (ASX: CDTOA)
Spread of holdings
Number of
holders
% of CDT
Number of
holders
% of CDTO
Number of
holders
% of CDTOA
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
Over 100,000
Total holdings on Register
94
60
184
1,611
1,295
3,244
0.00
0.02
0.14
6.71
93.13
100.00
-
-
1
30
80
111
-
-
0.02
3.34
96.65
100.00
-
-
1
68
139
208
-
-
0.00
2.48
97.51
100.00
There were 1,281 holders of less than a marketable parcel of ordinary shares (calculated at $0.01 per share).
Substantial Shareholders
These substantial shareholders have notified the Company in accordance with section 671B of the Corporations Act 2001:
Rank
1
Holder name
Ordinary shares held
% of issued capital
Stepstone Pty Ltd
51,961,627
7.09%
Twenty largest shareholders
The names of the twenty largest shareholders of quoted ordinary shares are:
Holder name
Ordinary shares
held
% of issued
capital
MR GEORGE ALEXANDER BONNEY
STEPSTONE PTY LTD
GLADSTONE SUPER PTY LTD
CITICORP NOMINEES PTY LIMITED
MR CRAIG ALAN DORAN
CRAWFORD ASSETS PTY LTD
MR MICHAEL WILLIAM ATKINS
BNP PARIBAS NOMINEES PTY LTD
10 BOLIVIANOS PTY LTD
MR DENIS HAZBIC
J CLIFT CONSULTING PTY LIMITED
WINDAMURAH PTY LTD
MR GARIN LEWIS DRURY
MR MICHAEL WILLIAM GAULE
SOFT QUIBIT PTY LTD
MR STEPHEN STONE
MR CAL DOUGLAS TOSTEVIN
MR VINCENZO BRIZZI & MRS RITA LUCIA BRIZZI
MR ANTANAS GUOGA
SUPERHERO SECURITIES LIMITED
52,095,000
23,202,193
20,500,000
19,554,889
17,500,001
14,000,000
12,107,107
11,696,196
11,479,999
11,379,948
10,487,071
8,734,082
8,411,569
8,382,571
8,300,000
8,259,434
8,000,000
7,950,000
7,750,000
7,224,555
4.63
2.06
1.82
1.74
1.56
1.25
1.08
1.04
1.02
1.01
0.93
0.78
0.75
0.75
0.74
0.73
0.71
0.71
0.69
0.64
Total
277,014,615
24.63
51
ASX ADDITIONAL INFORMATION CONTINUED
For the year ended 30 June 2023
Twenty largest option holders (ASX: CDTO)
The names of the twenty largest option holders of quoted options exercisable at $0.022 expiring 31 December 2023:
Holder name
Ordinary shares
held
% of issued
capital
FIRST INVESTMENT PARTNERS PTY LTD
PIENAAR SUPERANNUATION HOLDINGS PTY LTD
YELDAH HOLDINGS PTY LTD
DOMAIN CONSULTING GROUP PTY LTD
MR LAURENTIU CEAUS
MRS LINDA GAYE BOAL
MR ROSS DIX HARVEY
MR KIRROLOS GHABRIEL GUIRGIS
BNP PARIBAS NOMINEES PTY LTD
MR JUSTIN PATRICK BRIZZI
MR JODY ALAN DENNISON
MR LUKAS STUECKEL
CRAWFORD ASSETS PTY LTD
MR KEITH MURRAY THOMPSON
HENDRIE SUPER FUND PTY LTD
MR ANDREW GORDON ANDERSON
DVR INVEST PTY LTD
DMM INVEST PTY LTD
MR AJIT NAGPAL
MS BETINA CHOR
XENIUS CAPITAL PTY LTD
MR SIWEI HE & MRS WEI JIANG
MR MARK JOSEPH JACKSON & MRS LISA MAREE JACKSON
Total
9,141,144
3,689,452
2,000,000
1,975,000
1,537,301
1,500,534
1,098,065
1,060,001
1,015,000
1,010,272
1,000,000
1,000,000
1,000,000
999,450
950,000
900,000
833,333
800,000
772,637
722,222
650,000
600,000
600,000
34,854,411
17.52
7.07
3.83
3.79
2.95
2.88
2.10
2.03
1.95
1.94
1.92
1.92
1.92
1.92
1.82
1.73
1.60
1.53
1.48
1.38
1.25
1.15
1.15
66.81
Twenty largest option holders (ASX: CDTOA)
The names of the twenty largest options holders of quoted options exercisable at $0.055 expiring 31 December 2024:
Holder name
Ordinary
shares held
% of issued
capital
MR GARIN LEWIS DRURY
MR CRAIG ALAN DORAN
10 BOLIVIANOS PTY LTD
MRS ALISON CLAIRE OVENDEN
JL AND RA ROBERTS PTY LTD
MR VINCENZO BRIZZI & MRS RITA LUCIA BRIZZI
MR LEMUEL CHERLOABA
MR SHANE MICHAEL PEARCE
GOFFACAN PTY LTD
MR ANDREW ROBERT MITCHELL
MR ALI MOHAMMED PARVEZ UKANI
YEOH SUPER PTY LTD
MR MICHAEL WILLIAM GAULE
MR CHARLIE YEOH
YELDAH HOLDINGS PTY LTD
AUTUMN ORIGIN CAPITAL PTY LTD
MR ALAN WAYNE HADWIGER
HACHEM ENTERPRISES PTY LTD
MS MEGAN LOUISE CARTER
J CLIFT CONSULTING PTY LIMITED
DR ROBERT GROPEL
MR ALAN PHILIP MAY
MR JUSTIN PATRICK BRIZZI
Total
52
10,938,650
9,424,916
9,395,692
7,000,000
6,000,001
5,722,221
5,271,269
4,335,000
4,099,999
3,930,327
3,508,975
3,333,336
3,312,722
3,098,253
3,000,000
2,777,777
2,345,000
1,750,000
1,666,667
1,500,000
1,500,000
1,500,000
1,500,000
96,910,805
7.14
6.15
6.13
4.57
3.91
3.73
3.44
2.83
2.67
2.56
2.29
2.17
2.16
2.02
1.96
1.81
1.53
1.14
1.09
0.98
0.98
0.98
0.98
63.22
ASX ADDITIONAL INFORMATION CONTINUED
For the year ended 30 June 2023
Voting rights
All ordinary shares are fully paid and carry one vote per share without restriction.
Unlisted Options
36,000,000 unlisted options exercisable at 3 cents, expiring 30 June 2025.
The unlisted options carry no dividend or voting rights.
Number of holders – 5
53