ANNUAL
REPORT
30 JUNE 2023
ASX: CDR
ABN: 17 600 818 157
Codrus Minerals Limited
Level 2, 16 Altona Street, West Perth,
Western Australia
T: + 61 8 6424 9017 | admin@codrusminerals.com.au
www.codrusminerals.com.au
Corporate Directory
Directors
Andrew Radonjic
Shannan Bamforth
Jamie Byrde
Company Secretary
Jamie Byrde
Principal & Registered Office
Level 2, 16 Altona Street
West Perth WA 6005
Telephone: +61 8 6424 9017
Facsimile: +61 8 6500 9982
Lawyers
Steinepreis Paganin
Lawyers & Consultant
Level 4, 16 Milligan Street
Perth WA 6000 Australia
Share Registry
Automic Group
Level 5, 191 St Georges Terrace
Perth WA 6000
Auditors
Stantons
Level 2, 40 Kings Park Road
West Perth WA 6005
Bankers
Australia and New Zealand Banking Group
464 Hay Street
Subiaco WA 6008
Stock Exchange Listing
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: CDR and CDRO
Website Address
www.codrusminerals.com.au
CODRUS MINERALS LIMITED Annual Report
2023 Annual Report
Contents
Chairman’s Letter to Shareholders
Directors’ Report
Auditor’s Independence Declaration
Financial Statements
Director’s Declaration
Independent Auditor’s Report
Additional Shareholder Information
Schedule of Mineral Tenements
2
3
25
26
58
59
63
66
CODRUS MINERALS LIMITED Annual Report | 1
Chairman’s Letter to Shareholders
For the year ended 30 June 2023
Dear fellow shareholders,
On behalf of the Directors of Codrus Minerals Limited (“Company” or “Codrus”), I present to shareholders the
annual report for the year ended 30 June 2023.
Whilst we haven’t been immune to the lingering market sentiment, with global markets impacted by rising
interest rates, cost of living and inflationary concerns, Codrus continues to focus on its strategy as a mineral
exploration company committed to exploration within world class mineral provinces.
The company has demonstrated its commitment to creating long term shareholder value, by acquiring the
Karloning Rare Earths Project in Mukinbudin, Western Australia in November 2022 which has since supported
an increase in share price and given the company and its shareholders exposure to the critical minerals space.
In August 2023, additional tenure was acquired increasing our Karloning tenure by 16-fold, this has further
added to our project position in Western Australian, where we still retain our Red Gate Project, Silver Swan
South Project and the Middle Creek Project which continues to show exciting potential in areas with several
established gold mines.
As we wait for permitting at our Bull Run Project in Oregon, where we plan on testing our gold targets identified
by the exploration team we continue to build upon our initial positive exploration results at Karloning, whilst
managing to preserve our cash position since listing through low cost exploration and business development
activities.
During the year we also completed a 2 for 1 Loyalty Option Entitlement Issue with an exercise price of $0.125
which are listed under the code CDRO, which provided the opportunity to reward our shareholder base for their
continuing support of Codrus and to share in the outstanding growth potential of the company.
The team are constantly reviewing projects for their potential to determine if they are suitable for Codrus and
its medium to longer term growth. We will continue to focus on our operating efficiency and costs management
as our Managing Director and the team continue to plan exploration programs on our existing portfolio to
drive them up the value curve.
I would like to take this opportunity to thank all employees, contractors and consultants who have contributed
to the company throughout the year and finally, I thank you, our shareholders, for your continued support while
we continue to deliver on our exploration and corporate strategy over the next 12 months.
Andrew Radonjic
Non-Executive Chairman
CODRUS MINERALS LIMITED Annual Report | 2
Directors’ Report
For the year ended 30 June 2023
The Directors present their report, together with the financial statements, on the consolidated entity (referred to
hereafter as the 'Group') consisting of Codrus Minerals Limited (referred to hereafter as the 'Company' or 'Parent
Entity', or ‘Codrus’) and the entities it controlled at the end of, or during, the year ended 30 June 2023.
1.
Directors
The following persons were Directors of Codrus Minerals Limited during the whole of the financial year and up
to the date of this report, unless otherwise stated:
Mr Andrew Radonjic
Mr Shannan Bamforth
Mr Jamie Byrde
Information on Directors and Company Secretary
Qualifications
Experience
Mr Andrew Radonjic Non-Executive Chairman
Appointed 1 August 2017
BAppSc (Mining Geology), MSc (Mineral Economics), MAusIMM
Mr Radonjic is a geologist and mineral economist with over 35 years of experience in
mining and exploration, with a specific focus on gold and nickel, and was instrumental
in three significant gold discoveries north of Kalgoorlie. As the Executive Director of
Venture Minerals Limited, he co-led the discovery of the Mount Lindsay Tin-Tungsten-
Magnetite deposits. Mr Radonjic was a Founding Director of Blackstone Minerals
Limited and is currently the Managing Director of Venture Minerals Limited.
Fully Paid Ordinary Shares
Unlisted Options
Listed Options
Venture Minerals Limited (since 12 May 2006)
Fin Resources Limited (since 14 May 2018; Resigned 30 November 2021)
Blackstone Minerals Limited (since 30 August 2016; Resigned 12 November 2021)
350,000
2,000,000
175,000
Interest in Securities
Other Directorships
Mr Shannan Bamforth Managing Director
Qualifications
Experience
Interest in Securities
Other Directorships
Appointed 29 March 2021
BSc (Geology)
Mr Bamforth is a geologist with over 25 years’ experience in the resources industry with
a focus on base metals and gold. He has worked in exploration, operations and
corporate roles in Australia, Africa, China and Indonesia. Prior to joining Codrus Minerals
Limited, Mr Bamforth held various senior positions with a variety of companies including
Sandfire Resources Limited, Regent Pacific Group, St Barbara Mines, AngloGold Ashanti,
and Acacia Resources. He is a member of The Australian Institute of Mining and
Metallurgy.
Fully Paid Ordinary Shares
Unlisted Options
Performance Rights
Listed Options
Nil
473,732
2,000,000
5,000,000
236,866
CODRUS MINERALS LIMITED Annual Report | 3
Directors’ Report
For the year ended 30 June 2023
Information on Directors and Company Secretary (continued)
Mr Jamie Byrde
Qualifications
Experience
Interest in Securities
Other Directorships
Non-Executive Director
Appointed 1 January 2021
BComm CA
Mr Byrde is a Chartered Accountant with over 18 years’ experience in corporate advisory,
public and private company management since commencing his career with Big four
and mid-tier Chartered Accounting Firms positions. Mr Byrde specialises in Financial
Management, ASX and ASIC compliance and Corporate Governance of mineral and
resource focused public companies. Mr Byrde is also currently Company Secretary for
Blackstone Minerals Limited and Venture Minerals Limited.
Fully Paid Ordinary Shares
Unlisted Options
Listed Options
Nil
200,000
2,000,000
100,000
Company Secretary
Mr Jamie Byrde was appointed as the Company Secretary on 1 August 2017.
2.
Principal Activities
The principal activity of the Group during the year was mineral exploration. There were no significant changes
in the nature of the Group’s principal activities during the year.
3.
Group Financial Overview
Profit and Loss
The loss attributable to owners of the Group after providing for income tax amounted to $2,696,126 (2022:
$4,095,108).
Financial Position
The Group had $1,728,081 in cash and cash equivalents as at 30 June 2023 (2022: $4,020,607).
4.
Dividends Paid or Recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way
of a dividend to the date of this report.
5.
Significant Changes in State of Affairs
On 23 November 2022, the Company announced that it has entered into a farm-in and joint venture agreement
with Talgomine Minerals Pty Ltd (“Talgomine”) to earn up to a 90% interest in the Karloning Rare Earth Element
(REE) Project, located in Western Australia’s Wheatbelt. Under the terms of the agreement, the company paid
$30,000 in cash and issued 430,000 ordinary shares at $0.07.
On 9 June 2023, under the terms of agreement, the Company granted Talgomine 1,000,000 unlisted options
with an exercise price of $0.20 expiring on 9 June 2025, for meeting its minimum expenditure $100,000. An
additional 2,500,000 options with an exercise price of $0.50 with a 2-year expiry will be granted once Codrus has
earnt an 70% participating interest.
On 23 September 2022, the company issued 39,000,002 Listed Options with expiring on 22 September 2024 and
an exercise price of $0.125 each.
CODRUS MINERALS LIMITED Annual Report | 4
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review
Introduction
Codrus has a portfolio of exciting projects in Western Australia (WA) and Oregon, United States of America
(USA). All of our Australian assets are located in close proximity to existing operating mines and the Bull Run
Project in the USA is located in a rich historic gold producing area.
Western Australian Projects
The Company has four (4) projects in Western Australia, comprising 31 tenements with a total landholding of
approximately 243km2. The Karloning REE Project in the Wheatbelt, the Silver Swan South and Red Gate Projects
are in the Eastern Goldfields, whilst the Middle Creek Project is located in the Eastern Pilbara. The tenements are
prospective for rare earth elements and potential economic gold mineralisation, with Silver Swan South also
being prospective for Nickel (Figure 1).
Figure 1 | Karloning, Silver Swan South, Red Gate and Middle Creek Project locations in Western Australia.
CODRUS MINERALS LIMITED Annual Report | 5
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Karloning REE Project
The Karloning REE Project, which is located 30km north of the regional town of Mukinbudin and 260km north-
east of Perth, provides Codrus with an opportunity to explore for the high-value REE’s used in the manufacture
of high-strength permanent magnets – namely praseodymium, neodymium, terbium and dysprosium.
These elements are in high demand because of the explosive growth in industries that rely on permanent rare
earth magnets such as electric vehicles, wind turbines and other renewable energy applications. The geology
within the tenements (E70/5339 and E70/6306) comprises mainly medium to coarse-grained biotite granite and
adamellite within a large quartz-microcline pegmatite, known as the Karloning Pegmatite. Tertiary lateritic
duricrusts skirt the granite outcrops and are eroded by the Quaternary paleo-drainages forming broad
sheetwash areas consisting of sands, clays and silts.
Figure 2 | Karloning Project location showing the location of E70/5339 (Talgomine Joint Venture CDR earning in),
and E70/6306 (100% Codrus) with the historic quarry visible in E70/5339.
CODRUS MINERALS LIMITED Annual Report | 6
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Mapping by the Geological Survey of Western Australia (1:250,000 Perth map sheet) shows a strike extent of
~1.5km for the Karloning Pegmatite, and Codrus believes there is a potential significant extension to the
pegmatite beneath cover and for multiple pegmatite horizons to be discovered on the project (Figure 3).
A quarry has been operated at the site historically (E70/5339), focused on the production of feldspar and quartz
for industrial purposes. The pegmatite has had minor historic soil sampling completed to the north and west of
the quarry which identified anomalous (+250ppm) total rare earths and Yttrium (TREY). The quarry area was
subject to shallow (maximum depth 21.3m) vertical rotary air blast drilling (RAB) in the 1970’s that only assessed
the presence of the quarry target minerals quartz and feldspar, with no analysis for REE’s. Due to the shallow
and very restricted nature of the drilling, the geometry of the Karloning Pegmatite remains poorly constrained.
Figure 3 | Karloning Project plan view showing the location of the mapped Karloning Pegmatite (red) and potential
extensions by way of extending the known occurrence and identifying multiple horizons on the property (yellow),
based on GSWA geophysical and radiometric data.
CODRUS MINERALS LIMITED Annual Report | 7
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Activities during the year:
• Additional tenure pegged adjacent to the south-west boundary of the Karloning Joint Venture tenement,
encompassing potential extensions to the pegmatite system;
• Commenced exploration program in January 2023 to define REE drill targets;
• A systematic soil sampling program was undertaken over areas of interest, covering a significant amount
of the overall project tenure;
• Completed a ground radiometric survey using a Radiation Solutions RS-330 series portable gamma ray
spectrometer. The ground radiometric samples were collected at broadly the same locations as the soil
samples;
• Roc Arial mobilised to site to commence the acquisition of drone magnetic data in mid February 2023.
The flight lines were flown at 100m spacings across the majority of the tenure, with in-fill undertaken at
25m line spacing over discrete areas of interest;
• Drill targeting was completed and a maiden drilling program commenced to determine the extent of
the pegmatite, test for clay hosted REE’s and to understand the broader geological setting;
• 13 holes for 1,906m of Reverse Circulation (RC) drilling were completed during the year. The holes
ranged from 100m to 244m in depth. 12 of the holes were drilled to test a TREY) soil anomaly extending
south-west from the Karloning pegmatite quarry;
• Of the 12 holes drilled in the area of the soil anomaly, 10 holes intersected the clay zone, with the other
two holes drilled into zones of thin saprolite and then directly into fresh granite. The clay mineralisation
observed is variable in thickness, but consistently distributed across the remainder of the drill-holes and
remains open. Best intersections include:
o KGRC001 - 11m grading 2,825ppm TREY oxides (TREYO) from 9m, including 2m grading
6,883ppm TREYO from 13m,
o KGRC008 - 24m grading 1,503ppm TREYO from 8m, including 12m grading 2,081ppm TREYO
from 8m,
o KGRC007 - 28m grading 1,191ppm TREYO from 12m,
o KGRC010 - 36m grading 1,191ppm TREYO from 12m, including 16m grading 1,505ppm TREYO
from 12m (KGRC010*), and
o KGRC011 - 16m grading 1,656ppm TREYO.
•
The REE mineralised clay zone sits above an exceedingly uniformly REE-enriched basement of granite
and pegmatite veins. Examples of this broad and extensive REE enrichment include ,
o KGRC003 – 138m grading 709ppm TREYO from 16m to EOH;
o KGRC004 – 144m grading 713ppm TREYO from 4m to EOH;
o KGRC005 – 154m grading 678ppm TREYO from 0m to EOH; and
o KRRC013 – 240m grading 676ppm TREYO from 4m to EOH.
•
Subsequent to year end, following the outstanding results returned from the Company’s maiden drilling
program, an air-core (AC) drilling program was completed to allow the Company to rapidly investigate
the potential scale of the clay-hosted mineralisation at the project.
CODRUS MINERALS LIMITED Annual Report | 8
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Silver Swan South Project
The Silver Swan South Project (100% interest) is a gold and nickel project located approximately 40km north-
east of Kalgoorlie that is comprised of seven (7) granted tenements covering a total area of 45.2km2.
The Silver Swan South Project lies approximately 10km north-east of the Kanowna Belle Gold Mine, operated by
Northern Star Resources Limited (Figure 4), and lies along the structural trend of the Fitzroy Fault (the primary
control on mineralisation at Kanowna Belle).
The project has had historic exploration by numerous previous tenement holders, including Blackstone Minerals
(ASX: BSX). Historic work that supports gold and nickel exploration targeting at the project includes (RAB, AC
and RC drilling and several airborne and ground geophysical surveys.
A significant portion of the historical work is interpreted to have not effectively tested the geological opportunity
due to not penetrating into bedrock as a result of the presence of thick surficial cover.
Figure 4 | Silver Swan South Project location
CODRUS MINERALS LIMITED Annual Report | 9
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Activities during the year:
• A drone magnetic survey was completed in September 2022 quarter;
• A soil sampling program was completed to complement the updated structural interpretation which has
•
been constructed using drone magnetic survey data;
The program consisted of 435 samples collected and submitted for analysis using the Labwest Ultrafine
methodology (a method that is used to see through cover). Results from this program will be used to
inform the targeting for any future drilling programs.
Red Gate Project
The Red Gate Project (100% interest) is a gold project located approximately 140km north of Kalgoorlie and
comprises one granted Exploration Licence covering a total area of 86.8km2 (Figure 5).
The RC drilling program completed during the June Quarter 2022 field programme revealed the extent of the
mineralisation (a strike length of more than 800m of continuous mineralisation) and the opportunity that this
holds for the district.
This program of mapping and sampling was undertaken on areas that have had no historical drilling and focused
on the south-western and very northern areas of the tenement. The mapping and sampling program will help
determine future work programs. Further drilling at Porphyry East, North and West is being evaluated.
Figure 5 | The Red Gate Project tenements and prospects on interpreted geology
CODRUS MINERALS LIMITED Annual Report | 10
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Activities during the year:
• Mapping and sampling of new areas were completed. This will help determine future work programs
in these areas; and
Further drilling at Porphyry North and West is being evaluated.
•
Middle Creek Project
The Middle Creek Project (95% to 100% interest) is a gold project located approximately 185km north of
Newman and 10km east of the small township of Nullagine in the East Pilbara Region (Figure 6). The project
comprises 21 granted licences covering a total area of 37.4km2.
During the year, the Company continued a program of evaluation and drill targeting based on the program of
work completed in prior years where a total of 11 trenches were excavated to allow detailed mapping and
sampling to be undertaken in areas where multiple gold anomalies were identified from previous soil and rock
chip sampling.
The results of the trenching have confirmed the presence of significant widths of gold mineralisation, enhancing
the Company’s understanding of the mineralising hydrothermal system in general and the controls of the gold
mineralisation over the lease area.
Figure 6 | The Middle Creek Project and significant regional gold projects.
CODRUS MINERALS LIMITED Annual Report | 11
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
Activities during the year:
• Achieved significant results from the completion of trenching at the Middle Creek Gold Project, located
in the active Nullagine gold mining area in the Pilbara. This has provided strong impetus for further
work; and
• Applied for an additional 12 tenements in the Middle Creek district to further strengthen the Company’s
strategic footprint in the emerging Nullagine Gold Mining Centre.
American Project
Bull Run Gold Project, Oregon
The Bull Run Project is located in Baker County, eastern Oregon, USA, approximately 5 miles south of the town
of Unity, and has been intermittently mined for vein gold since around 1929 (Figure 7).
The Company holds a 100% legal and beneficial interest for 91 claims and is party to an ‘Option Agreement’,
which covers a further 11 claims in Baker County in Eastern Oregon. In total the claims cover approximately 7km2
in the Ironside Mountain Inlier.
Figure 7 | Location of the Bull Run Project in Oregon USA
The Bull Run Gold Project, which sits in the Ironside Mountain Inlier, is prospective for gold and copper and has
been mined intermittently since approximately 1929 for narrow high-grade gold (Record Gold Mine). The Project
has had little modern exploration, with the most recent drilling comprising just three holes completed in the
1980’s.
CODRUS MINERALS LIMITED Annual Report | 12
Directors’ Report
For the year ended 30 June 2023
6.
Operating and Financial Review (continued)
The Project hosts both gold and base metal mineralisation in north-east trending en-echelon veins, stockwork-
type vein filling and disseminations between major veins within older equigranular biotite-quartz diorite and
later felsic porphyritic intrusions. Low-grade mineralisation is also observed within the serpentinite.
The Company has identified the presence of disseminated pyrite and chalcopyrite mineralisation which may be
amenable to pole-dipole Induced Polarisation geophysics. To test this, Dias Geophysical were contracted to
conduct a low-noise deep 3D DCIP (Direct Current resistivity and Induced Polarisation) survey over an area of
5.75km2.
Datasets have been a key input to refining the placement of drill holes for the planned upcoming drilling. In
addition, some key areas have had drone magnetics flown over them to assist in identifying structural controls.
A site visit occurred with the company mapping outcrop and some of the historical working to further underpin
drill planning.
Advanced drill permitting continued with the US Forest Service and will continue with a dedicated consultant in-
country supporting the Company’s permitting applications. The second phase of approvals with the Oregon
Department of Geology and Mineral Industries is being planned.
7. Matters Subsequent to the End of the Financial Year
On 2 August 2023, the Company has entered into a farm-in agreement with Fleet Street Holdings, which hold
ground directly to the north-east of the highly enriched clay-hosted REE’s discovered recently. The key terms of
the agreement between Codrus and Fleet Street are:
•
•
•
•
•
•
•
•
•
Within 7 days, Codrus must pay Fleet Street $30,000 cash and issue $30,000 worth of Codrus shares at a
5-day VWAP (approximately 360,000 shares at $0.083 to be issued from the company’s ASX Listing Rule
7.1 placement capacity).
Codrus will have a minimum expenditure of $100,000 within 12 months of commencement.
Codrus after completing the minimum spend may achieve a 51% Stage 1 interest by spending an
additional $250,000 within 24 months (which is to include a minimum of 1,500m of AC drilling.
Codrus after earning the Stage 1 interest may achieve an 80% Stage 2 interest by spending an additional
$250,000.
After reaching either the Stage 1 or Stage 2 interest, Codrus will utilise its best endeavours to define a
resource, complete all applicable studies, and procure the completion of, a DFS in respect of the Tenement.
Codrus, on completion of a DFS will free carry Fleet Street to Decision to Mine.
If a Decision to Mine is made Fleet Street may elect to contribute its share, Convert its share to a 1.5% Net
Smelter Royalty, or sell its interest with Codrus maintaining a pre-emptive right.
Upon a definition of an indicated or measured mineral resource on the tenement (within 36 months) with
over 15 million tonnes of REE grading +1,000ppm (or metal equivalent) as defined by the relevant
Competent Person, then CDR will issue 1,000,000 fully paid ordinary shares to Fleet Street (to be issued
from the company’s ASX Listing Rule 7.1 placement capacity).
Upon completion of a Definitive Feasibility Study on the tenement (within 48 months), CDR will issue
2,000,000 fully paid ordinary shares will be issued to Fleet Street (to be issued from the company’s ASX
Listing Rule 7.1 placement capacity).
The Company has also pegged two additional tenements (E70/6472 and E70/6462 – both pending approval) in
the district.
On 8 August 2023, the Company issued 360,000 shares at $0.083 per share to Fleet Holdings Pty Ltd as per the
terms of the Agreement as announced to the ASX on 2 August 2023.
CODRUS MINERALS LIMITED Annual Report | 13
Directors’ Report
For the year ended 30 June 2023
7. Matter Subsequent to the End of the Financial Year (continued)
Other than those mentioned above, there were no other matter or circumstance has arisen since 30 June 2023
that has significantly affected, or may significantly affect the Group's operations, the results of those operations,
or the Group's state of affairs in future financial years.
8.
Likely Developments and Expected Results of Operations
The Board will continue to advance exploration and development opportunities in relation to its project.
9. Material Business Risks
i.
Exploration Risks
There can be no assurance that future exploration or prospecting of the Group licences, or any other mineral
licence that may be acquired in the future, will result in the discovery of an economic resource. Even if an
apparently viable resource is identified, there is 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 or adverse weather conditions, unanticipated
operational and technical difficulties, difficulties in commissioning and operating plant and equipment,
mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs,
industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the costs of
consumables, spare parts, plant, equipment and staff, native title process, changing government regulations and
many other factors beyond the control of the Company.
The success of the Company will also depend upon the Company being able to maintain title to the mineral
licences and mining claims and obtaining all required approvals for their contemplated activities. In the event
that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of these
tenements and claims, a reduction in the cash reserves of the Company and possible relinquishment of one or
more of the mineral exploration licences.
ii. Regulatory compliance
The Company’s operating activities are subject to extensive laws and regulations relating to numerous matters
including resource licence consent, environmental compliance and rehabilitation, taxation, employee relations,
health and worker safety, waste disposal, protection of the environment, native title and heritage matters,
protection of endangered and protected species and other matters. The Company requires permits from
regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development,
production and rehabilitation activities.
While the Company believes that it is in substantial compliance with all material current laws and regulations,
agreements or changes in their enforcement or regulatory interpretation could result in changes in legal
requirements or in the terms of existing permits and agreements applicable to the Company or its properties,
which could have a material adverse impact on the Company’s current operations or planned development
projects.
Obtaining necessary permits can be a time-consuming process and there is a risk that Company will not obtain
these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining
necessary permits and complying with these permits and applicable laws and regulations could materially delay
or restrict the Company from proceeding with the development of a project or the operation or development of
a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result
in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the
Company’s activities or forfeiture of one or more of the Tenements.
CODRUS MINERALS LIMITED Annual Report | 14
Directors’ Report
For the year ended 30 June 2023
9. Material Business Risks (continued)
iii. Access to and Dependence on Capital Raisings
The Company’s capital requirements depend on numerous factors. Any additional equity financing will dilute
shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If
the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its
operations and scale back its exploration programmes as the case may be. There is however no guarantee that
the Company will be able to secure any additional funding or be able to secure funding on terms favourable to
the Company.
However, the Board do regularly assess the financial position of the Company and continues to assess all funding
alternatives to ensure that the Company is able to continue exploration and evaluation activities. The Company
may seek to raise further funds through equity or debt financing, joint ventures and any other means.
CODRUS MINERALS LIMITED Annual Report | 15
Directors’ Report
For the year ended 30 June 2023
10.
Remuneration Report (audited)
The Directors of Codrus Minerals Limited are pleased to present your Company’s 2023 remuneration report which
sets out remuneration information for the Non-Executive Directors, Executive Directors and other key
management personnel (“KMP”).
The following sections are included with this report:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
Directors and key management personnel disclosed in this report
Remuneration governance
Use of remuneration consultants
Executive remuneration policy and framework
Group Performance, Shareholder Wealth and Executive Remuneration
Non-Executive Director remuneration policy
2022 Annual General Meeting
Details of remuneration
Details of share based payments and bonuses
Service Agreements
Equity instruments held by key management personnel
Loans to key management personnel
Other transactions with key management personnel
A.
Directors and key management personnel disclosed in this report
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Non-Executive Chairman
Non-Executive Director
Company Secretary
Mr S Bamforth
Managing Director
All of the key management personnel held their positions during the year ended 30 June 2023 and up to the
date of this report unless otherwise disclosed.
B.
Remuneration governance
The Company has established a Remuneration Committee under a formal charter. The Remuneration Committee
comprises of three Directors. Due to the current size of the Company, it is more efficient and effective for the
functions to be undertaken by the Board.
The Remuneration Committee is responsible for reviewing and recommending the remuneration arrangements
for the Executive and Non-Executive Directors and KMP each year in accordance with the Company’s
remuneration policy approved by the Board. This includes an annual remuneration review and performance
appraisal for the Executive Directors and other executives, including their base salary, short-term incentives (“STI”)
and long-term incentives (“LTI”), bonuses, superannuation, termination payments and service contracts.
Further information relating to the role of the Remuneration Committee can be found within the Corporate
Governance Report on the Company’s website, refer to https://codrusminerals.com.au/corporate-governance/.
CODRUS MINERALS LIMITED Annual Report | 16
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
C.
Use of remuneration consultants
The Company has not engaged or contracted remuneration consultants during the financial year.
D.
Executive remuneration policy and framework
The remuneration policy of Codrus has been designed to align executives’ objectives with shareholder and
business objectives by providing both fixed and discretionary remuneration components which are assessed on
an annual basis in line with market rates. By providing components of remuneration that are indirectly linked to
share price appreciation (in the form of options), executive, business and shareholder objectives are indirectly
aligned. The Board of Codrus believes the remuneration policy to be appropriate and effective in its ability to
attract and retain the best directors to run and manage the Company, as well as create goal congruence between
Directors and Shareholders.
In determining competitive remuneration rates, the Board reviews local and international trends among
comparative companies and industry generally. It examines terms and conditions for employee incentive
schemes, benefit plans and share plans. Independent data is sourced to ensure that the company’s remuneration
levels fall within the 50th to 75th percentile of companies in a similar industry group and with a similar market
capitalisation. These ongoing reviews are performed to confirm that executive remuneration is in line with market
practice and is reasonable in the context of Australian executive reward practices.
The Board also ensures that the mix of executive compensation between fixed, variable, long-term, short-term
and cash versus equity is appropriate. The Company endeavours to reduce cash expenditure by providing a
greater proportion of compensation in the form of equity instruments. This allows cash-flows to be directed
towards exploration programs with a view to improving the quality of our projects.
E.
Group Performance, Shareholder Wealth and Executive Remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders directors and
executives. This has been achieved by the issue of performance rights to directors, executives and other key
management personnel, at the discretion of the Board of Directors. The performance rights are issued under the
Employee Incentive Scheme and based on a mixture of short, medium and long-term incentive rights. This
structure rewards executives for both short-term and long-term shareholder wealth development.
F.
Non-executive Director remuneration policy
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time,
commitment and responsibilities. Fees for Non-Executive Directors are not linked to the performance of the
group. In determining competitive remuneration rates, the Board reviews local and international trends among
comparative companies and industry generally.
Typically, Codrus will compare Non-Executive Remuneration to companies with similar market capitalisations in
the exploration and resource development business group. These ongoing reviews are performed to confirm
that non-executive remuneration is in line with market practice and is reasonable in the context of Australian
executive reward practices. Further to ongoing reviews, the maximum aggregate amount of fees that can be paid
to non-executive directors is $500,000. There are no planned changes to this limit requiring approval by
shareholders at the Annual General Meeting.
CODRUS MINERALS LIMITED Annual Report | 17
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
G.
2022 Annual General Meeting
The Company received more than 99.92% of “Yes” votes on its remuneration report for the 2022 financial year.
The Company did not receive any specific feedback at the AGM throughout the year on tis remuneration
practices.
H.
Details of Remuneration
Details of the remuneration of the Directors and key management personnel of the group of Codrus are set out
in the following table for the year ending 30 June 2023. There have been no changes to the below named key
management personnel since the end of the reporting year unless otherwise noted.
Short Term
Benefits
Cash
Salary &
Fees
$
2023
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
40,000
60,000
Executive Directors
Mr S Bamforth
Total
Remuneration
260,000
360,000
2022
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
40,000
60,000
Executive Directors
Mr S Bamforth
Total
Remuneration
260,000
360,000
Consulting
Fees
$
-
-
-
-
-
-
-
-
Accrued
Annual
Leave
$
Other
Amounts
Super-
annuation
$
$
Non-Cash
Long Term
IncentivesA
$
Total
$
-
-
5,284
5,284
4,200
6,300
-
-
49,484
71,584
13,040
5,284
27,300
150,685
456,309
13,040
15,852
37,800
150,685
577,377
-
-
6,605
6,605
4,000
6,000
-
-
50,605
72,605
25,212
6,605
26,000
362,329
680,146
25,212
19,815
36,000
362,329
803,356
A
The fair value of the options is calculated at the date of grant using a Black-Scholes model and fair value of performance rights was calculated at the date of grant using market
values and rate of probabilities of vesting conditions. Refer to Note 24 for further details of options issued during the June 2023 financial year.
CODRUS MINERALS LIMITED Annual Report | 18
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses
There were no bonuses or compensation shares issued or paid during the year (2022: Nil).
Options are issued to directors, executives and other key management personnel of Codrus as part of their
remuneration. The options are issued based on performance criteria set by the Board to increase goal
congruence between executives, directors, other key management personnel and shareholders. Further details
of options issued to Directors and key management personnel are as follows:
Options Granted as
Part of Remuneration
Granted No.
2023
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Executive Director
Mr S Bamforth
2022
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Executive Director
Mr S Bamforth
-
-
-
-
-
-
$
-
-
-
-
-
-
Total
Remuneration
Represented by
Options
Exercised No.
Other
changes
No.
Lapsed
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
CODRUS MINERALS LIMITED Annual Report | 19
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
I.
Details of Share Based Payments and Bonuses (continued)
Further details of performance rights issued to Directors and key management personnel are as follows:
Granted No.
Performance Rights
Granted as Part of
RemunerationE
Total
Remuneration
Represented
Performance
RightsA
-
-
$
-
-
150,685A
33.0%
-
-
-
-
362,329A
53.3%
Exercised No.
Other
changes
No.
Lapsed
No.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2023
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Executive Director
Mr S Bamforth
2022
Non-Executive Directors
Mr A Radonjic
Mr J Byrde
Executive Director
Mr S Bamforth
-
-
-
-
-
-
A
Consists of 5,000,000 performance rights issued to Mr Bamforth in prior year in 3 Tranches. During the year-ended 30 June 2023, $150,685 (2022:
$362,329) was recognised in relation to performance rights issued to Mr Bamforth. Refer to Note 24 for details on the terms of the performance
rights issued.
J.
Service Agreements
Name
Term of
Agreement
Base Salary
(per Agreement)
Termination benefit
Mr S Bamforth
Managing Director
No fixed term
$260,000 plus
superannuation
3 months base salary payable on termination
Mr A Radonjic
Non-Executive Director
No fixed term
$40,000 plus
superannuation
No termination benefits
Mr J Byrde
Non-Executive Director
No fixed term
Company Secretary
No fixed term
$40,000 plus
superannuation
$20,000 plus
superannuation
No termination benefits
3 months base salary payable on termination
CODRUS MINERALS LIMITED Annual Report | 20
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
K.
Equity instruments held by key management personnel
The tables below show the number of:
(i)
(ii)
options and performance rights over ordinary shares in the Company; and
shares held in the Company that were held during the year by key management personnel of the group,
including their close family members and entities related to them.
There were no shares granted during the reporting year as compensation.
(iii)
Option holdings (Listed and Unlisted)
Balance at
start of the
year or on
appointment
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
Granted as
remuneration
Exercised
Other
changesA
Balance at
end of the
year
Vested and
exercisable
-
-
-
-
-
-
-
-
-
-
-
-
175,000
2,175,000
2,175,000
100,000
236,866
2,100,000
2,100,000
2,236,866
2,236,866
-
-
-
2,000,000
2,000,000
2,000,000
-
-
-
30 June 2023
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
30 June 2022
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
A Participation in the Loyalty Option Entitlement Offer.
(iv)
Performance Rights
Balance at
start of the
year or on
appointment
-
-
5,000,000
-
-
5,000,000
Granted as
remuneration
Exercised
Other
changes
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
end of the
year
Vested and
exercisable
-
-
5,000,000
-
-
2,000,000
-
-
5,000,000
-
-
-
30 June 2023
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
30 June 2022
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
CODRUS MINERALS LIMITED Annual Report | 21
Directors’ Report
For the year ended 30 June 2023
10. Remuneration Report (audited) (continued)
K.
(v)
Equity instruments held by key management personnel (continued)
Share holdings
The number of shares in the Company held during the financial year by each Director of Codrus and
other key management personnel of the group, including their personally related parties, are set out
below. There were no shares granted during the year as compensation.
Balance
at the start of the year
or on appointment
Received on exercise of
options and
performance shares
Other changes
Balance at the end of
the year
30 June 2023
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
30 June 2022
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
350,000
200,000
473,732
250,000
100,000
250,000
-
-
-
-
-
-
-
-
-
100,000
100,000
223,732
350,000
200,000
473,732
350,000
200,000
473,732
L.
Loans to key management personnel
There were no loans made to Directors and other key management personnel of the group, including their close
family members.
M.
Other transactions with key management personnel
Mr Radonjic is a Director of Venture Minerals Limited and previously a Non-Executive Director of Blackstone
Minerals Limited which shares either office and/or administration service costs on normal commercial terms and
conditions. Mr Radonjic resigned as Non-Executive Director of Blackstone Minerals Limited on 12 November
2021.
Aggregate amounts of each of the above types of other transactions with key management personnel of Codrus:
(i)
Purchases from KMP related entities
Shared office costs and other supplier services on arms’
length terms:
Recharges from Blackstone Minerals Limited
Recharges from Venture Minerals Limited
End of remuneration report.
2023
$
2022
$
-
93,322
53,802
54,745
CODRUS MINERALS LIMITED Annual Report | 22
Directors’ Report
For the year ended 30 June 2023
11.
Shares under Option
Unissued ordinary shares of Codrus Minerals Limited under option at the date of this report are as follows:
Date options granted
Expiry Date
Exercise Price
Number under Option
17 June 2021
22 Sept 2022
9 June 2023
17 June 2024
22 Sept 2024
9 June 2025
$0.30
$0.125
$0.20
6,000,000
39,000,002
1,000,000
46,000,002
Date rights granted
Expiry Date
Exercise Price
Number under Rights
17 June 2021
23 July 2021
3 December 2021
17 June 2026
23 July 2026
3 December 2026
N/A
N/A
N/A
5,000,000
2,600,000
4,500,000
12,100,000
No option or rights holder has any right under the options to participate in any other share issue of the
Company or any other entity.
12.
Insurance of Officers
During the financial year, Codrus paid a premium of $15,852 (2022: $19,815) to insure the Directors and
Secretary of the Company and its controlled entities.
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 entities in the group, 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.
13. Meetings of Directors
The number of Directors’ meetings (including committees) held during the year that each Director who held
office during the financial year were eligible to attend and the number of meetings attended by each Director
are:
Director
Mr A Radonjic
Mr J Byrde
Mr S Bamforth
Full meetings of Directors
Remuneration Committee meetings
Number Eligible to
Attend
Meetings Attended
Number Eligible to
Attend
Meetings
Attended
3
3
3
3
3
3
-
-
-
-
-
-
CODRUS MINERALS LIMITED Annual Report | 23
Directors’ Report
For the year ended 30 June 2023
The Company does not have a formally constituted audit committee as the Board considers that the Company’s
size and type of operation do not warrant such a committee as all members of the Board are involved in audit
agenda items and discussions thereon.
14.
Environmental Regulation
The Group’s activities are subject to the relevant environmental protection legislation (Commonwealth and
State) in relation to its exploration activities. The group believes that sound environmental practice is not only
a management obligation but the responsibility of every employee and contractor.
No fines were imposed and no prosecutions were instituted by a regulatory body during the year in relation
to Environmental Regulations.
15.
Proceedings on behalf of the Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company
for all or any part of these proceedings. The Company was not a party to any such proceedings during the
year.
16.
Auditor’s Independence Declaration & Non-Assurance Services
The lead auditor’s independence declaration for the year ended 30 June 2023 has been received and can be
found on page 25 of the Directors’ report.
There was no engagement of non-audit services provided to the Company during or since the end of the
financial year.
The Auditor’s audit remuneration is disclosed in Note 5.
Signed in accordance with a resolution of the Board of Directors.
Shannan Bamforth
Managing Director
Perth, Western Australia, 13 September 2023
Competent Persons Statement
The information in this report that relates to Exploration Results and Exploration Targets is based on information compiled by Mr Shannan Bamforth who is a Member of the Australasian
Institute of Mining and Metallurgy. Mr Bamforth is a permanent employee of Codrus Minerals and has sufficient experience that is relevant to the style of mineralisation and type of deposit
under consideration and to the activity which he is undertaking to qualify as Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves. Mr Bamforth consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.
No New Information or Data
This annual report contains references to Exploration Results and Exploration Targets, all of which have been cross referenced to previous market announcements made by the Company.
The Company confirms that it is not aware of any new information or data that materially effects the information in the said announcement. In the case of estimates of Mineral Resources
all assumptions and technical parameters underpinning the estimates have not materially changed.
CODRUS MINERALS LIMITED Annual Report | 24
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
13 September 2023
The Directors
Codrus Minerals Limited
Level 2, 16 Altona Street
WEST PERTH WA 6005
Dear Sirs
RE:
CODRUS MINERALS LIMITED
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration
of independence to the directors of Codrus Minerals Limited.
As Audit Director for the audit of the financial statements of Codrus Minerals Limited for the year ended 30
June 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
Yours faithfully
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LIMITED
(An Authorised Audit Company)
Martin Michalik
Director
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Financial Statements
Contents
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent auditor's report to the members of Codrus Minerals Limited
27
28
29
30
31
58
59
General information
The financial statements cover Codrus Minerals Limited as a consolidated entity consisting of Codrus Minerals
Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented
in Australian dollars, which is Codrus Minerals Limited's functional and presentation currency.
Codrus Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business are:
Registered office
Suite 2, Level 2,
16 Altona Street,
West Perth 6005
Principal place of business
Suite 2, Level 2,
16 Altona Street,
West Perth 6005
A description of the nature of the Group's operations and its principal activities are included in the directors'
report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 13
September 2023. The directors have the power to amend and reissue the financial statements.
CODRUS MINERALS LIMITED Annual Report | 26
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the Year Ended 30 June 2023
Other income
Administrative costs
Consultancy expenses
Employee benefits expense
Share based payment expenses
Occupancy expenses
Compliance and regulatory expenses
Insurance expenses
Exploration expenditure
Depreciation expense
Finance and Interest Costs
Loss before income tax
Consolidated
Notes
30 June 2023
$
30 June 2022
$
3
4(a)
4(b)
4(c)
24
4(d)
11
70,689
1,087
(209,272)
(98,977)
(286,501)
(448,659)
(83,639)
(80,460)
(44,124)
(1,499,005)
(14,440)
(1,738)
(2,696,126)
(267,072)
(70,758)
(321,957)
(735,115)
(28,833)
(69,902)
(38,469)
(2,556,013)
(5,884)
(2,192)
(4,095,108)
Income tax (expense)/benefit
6
-
-
Loss for the year attributable to owners
(2,696,126)
(4,095,108)
Other comprehensive income:
Items that may be reclassified to profit or loss
Effect of changes in foreign exchange rates on translation
of foreign operations
Total - Items that may be reclassified to profit or loss
Items that will not be classified to profit or loss
-
-
-
-
-
-
Total comprehensive Loss attributable to owners
(2,696,126)
(4,095,108)
Earnings per share for Loss attributable to the owners
Basic and Diluted loss per share (cents per share)
18
(3.6)
(5.5)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
CODRUS MINERALS LIMITED Annual Report | 27
Consolidated Statement of Financial Position
As at 30 June 2023
Notes
Current Assets
Cash and cash equivalents
Receivables and other financial assets
Prepayments
Total Current Assets
Non-Current Assets
Other financial assets
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
7
8(a)
9
8(b)
10
11
12
13
14
16
Consolidated
2023
$
2022
$
1,728,081
173,023
36,241
1,937,345
4,020,607
91,663
68,109
4,180,379
22,833
23,410
-
46,243
-
34,374
-
34,374
1,983,588
4,214,753
204,044
68,092
272,136
251,542
50,061
301,603
272,136
301,603
1,711,452
3,913,150
14,474,455
2,205,875
(14,968,878)
1,711,452
14,467,686
1,718,216
(12,272,752)
3,913,150
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CODRUS MINERALS LIMITED Annual Report | 28
Consolidated Statement of Changes in Equity
For the Year Ended 30 June
2023
Balance at 1 July 2021
Total comprehensive income
for the year:
Loss after income tax
expense for the year
Transactions with owners in
their capacity as owners:
Transaction costs
Equity settled share based
payment transactions
Balance at 30 June 2022
Balance at 1 July 2022
Total comprehensive income
for the year:
Loss after income tax
expense for the year
Transactions with owners in
their capacity as owners:
Transaction costs
Equity settled share based
payment transactions
Shares issued on farm in
agreement
Balance at 30 June 2023
Issued
Capital
Accumulated
Losses
$
$
Foreign
Currency
Reserve
$
Option
Reserve
Total
$
$
14,446,229
(8,177,644)
-
-
(4,095,108)
(4,095,108)
21,4571
-
-
-
14,467,686
(12,272,752)
14,467,686
(12,272,752)
-
-
(2,696,126)
(2,696,126)
(23,231)
30,000
-
-
14,474,455
(14,968,878)
-
-
-
-
-
-
-
-
-
-
-
-
983,101
7,251,686
-
-
(4,095,108)
(4,095,108)
-
735,115
21,457
735,115
1,718,216
3,913,150
1,718,216
3,913,150
-
-
-
487,659
-
(2,696,126)
(2,696,126)
(23,231)
487,659
30,000
2,205,875
1,711,452
1 The increase in the issued capital was as a result of credit note received in relation to the share issue costs previously charged.
The above consolidated statement of equity should be read in conjunction with the accompanying notes.
CODRUS MINERALS LIMITED Annual Report | 29
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2023
Notes
Cash Flows from Operating Activities
Payments to suppliers and employees
Interest received
Payments for exploration and evaluation
Consolidated
30 June 2023
$
30 June 2022
$
(772,661)
69,770
(1,487,631)
(806,407)
1,087
(2,556,013)
Net cash (outflow) from operating activities
19
(2,190,522)
(3,361,333)
Cash Flows from Investing Activities
Acquisition of mineral tenements
Purchase of property, plant and equipment
Payment for deposits
(30,000)
(3,476)
(84,297)
-
(40,258)
(40,038)
Net cash (outflow) from investing activities
(117,773)
(80,296)
Cash Flows from Financing Activities
Proceeds from issue of shares and other equity
securities
Share issue transaction costs
37,500
-
(21,731)
21,4571
Net cash inflow from financing activities
15,769
21,457
Net (decrease) in cash and cash equivalents
(2,292,526)
(3,420,172)
Cash and cash equivalents at the start of the year
4,020,607
7,440,779
Cash and cash equivalents at the end of the year
7
1,728,081
4,020,607
1 This relates to credit note received in relation to the share issue costs previously charged.
Amounts relating to payments to suppliers and employees as set out above are inclusive of goods and services tax. The above consolidated statement of
cash flows should be read in conjunction with the accompanying notes.
CODRUS MINERALS LIMITED Annual Report | 30
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
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.
(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 ('AASB')
and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements
also comply with International Financial Reporting Standards as issued by the International Accounting
Standards Board ('IASB').
(i)
Compliance with IFRS
The consolidated financial statements of Codrus Minerals Limited also comply with International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii)
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where
applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial
assets at fair value through other comprehensive income, investment properties, certain classes of
property, plant and equipment and derivative financial instruments.
(iii)
Critical Accounting Estimates and Judgements
The preparation of the 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 disclosed in note 2.
(b)
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Codrus
Minerals Limited as at 30 June 2023 and the results of all subsidiaries for the year then ended. Codrus
Minerals Limited and its subsidiaries together are referred to in these financial statements as the 'Group'.
(i)
Subsidiaries
Subsidiaries are all those 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.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries
is accounted for using the acquisition method of accounting. A change in ownership interest, without
the loss of control, is accounted for as an equity transaction, where the difference between the
consideration transferred and the book value of the share of the non-controlling interest acquired is
recognised directly in equity attributable to the parent.
CODRUS MINERALS LIMITED Annual Report | 31
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(i)
Subsidiaries (continued)
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement
of profit or loss and other comprehensive income, statement of financial position and statement of
changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities
and non-controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The Group recognises the fair value of the consideration received and the fair value
of any investment retained together with any gain or loss in profit or loss.
(c)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the board of
directors.
(d)
Foreign currency translation
(i)
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The
consolidated financial statements are presented in Australian dollars, which is Codrus Minerals Limited’s
and its subsidiaries 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 of monetary assets and liabilities denominated
in foreign currencies at period end exchange rates are generally recognised in profit or loss. They are
deferred in equity if they relate to qualifying cash flow hedges, qualifying net investment hedges or are
attributable to part of the net investment in a foreign operation.
Translation differences on financial assets and liabilities carried at fair value are reported as part of the
fair value gain or loss. Translation differences on non-monetary financial assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value
gain or loss. Translation differences on non-monetary financial assets such as equities classified as
available for sale financial assets are included in the fair value reserve in equity.
(iii)
Group companies
The results and financial position of foreign operations that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
•
Assets and liabilities for each balance sheet presented are translated at the closing rate at
the date of that balance sheet
Income and expenses for the statement of comprehensive income are translated at
average exchange rates, and
All resulting exchange differences are recognised in other comprehensive income.
•
•
CODRUS MINERALS LIMITED Annual Report | 32
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(e)
Revenue recognition
Revenue is recognised where performance obligations are satisfied being when control upon good or
services underlying the performance obligations is transferred to the customer.
(i)
Interest income
Interest income is recognised as the interest accrues (using the effective interest method, which is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial
instrument) to the net carrying amount of the financial asset.
(ii)
Other income
Revenue from other income, rendering goods and services is measured at the fair value of consideration
received or receivable for the sale of goods and services in the ordinary course of the Group’s activities
when control of the asset is transferred to the customer or services rendered.
(f)
Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax
assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or
a liability.
No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in
a transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it
is probable that future taxable amounts will be available to utilise those temporary differences and
losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
CODRUS MINERALS LIMITED Annual Report | 33
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(g)
Impairment of assets
At each reporting date, the Group assesses whether there is any indication that an asset may be impaired.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs 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 other than goodwill that
suffered impairment are reviewed for possible reversal of the impairment at each reporting date or more
frequently if events or changes in circumstances indicate that they might be impaired.
(h)
Cash and cash equivalents
For the purposes of presentation of the statement of cash flows, cash and cash equivalents include cash
on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value, and bank overdrafts.
(i)
Trade and other receivables
Trade and other receivables include amounts due from customers for goods and services performed in
the ordinary course of business. Receivables expected to be collected within 12 months of the end of
the reporting period are classified as current assets. All other receivables are classified as non-current
assets. Trade and other receivables are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest method, less any provision for impairment.
(j)
Exploration and evaluation expenditure
The exploration and evaluation expenditure accounting policy is to expense acquired minerals rights,
tenement acquisition costs and exploration expenditure as incurred.
(k)
Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included
in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the company and the cost of the item
can be measured reliably. All other repairs and maintenance are charged to the statement of profit or
loss and comprehensive income during the financial period in which they are incurred.
Depreciation on assets is calculated using the diminishing value method to allocate their cost, net of
their residual values, over their estimated useful lives, as follows:
Motor vehicles 40.0%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are
determined by comparing proceeds with carrying amount. These are included in the statement of
comprehensive income.
CODRUS MINERALS LIMITED Annual Report | 34
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(l)
Financial Instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument. Financial instruments (except for trade receivables)
are measured initially at fair value adjusted by transactions costs, except for those carried “at fair value
through profit or loss”, in which case transaction costs are expensed to profit or loss. Where available,
quoted prices in an active market are used to determine the fair value. In other circumstances, valuation
techniques are adopted. Subsequent measurement of financial assets and financial liabilities are
described below.
Trade receivables are initially measured at the transaction price if the receivables do not contain a
significant financing component in accordance with AASB 15.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset
expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement
Financial assets
Except for those trade receivables that do not contain a significant financing component and are
measured at the transaction price in accordance with AASB 15, all financial assets are initially measured
at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective
as hedging instruments, are classified into the following categories upon initial recognition:
•
•
amortised cost;
fair value through other comprehensive income (FVOCI); and fair value through profit or
loss (FVPL).
Classifications are determined by both:
•
•
The contractual cash flow characteristics of the financial assets; and
The entities business model for managing the financial asset.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVPL):
•
they are held within a business model whose objective is to hold the financial assets and
collect its contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
•
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash
equivalents, trade and most other receivables fall into this category of financial instruments.
CODRUS MINERALS LIMITED Annual Report | 35
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(l)
Financial Instruments (continued)
Financial assets at fair value through other comprehensive income (Equity instruments)
The Group measures debt instruments at fair value through OCI if both of the following conditions are
met:
•
The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding; and
The financial asset is held within a business model with the objective of both holding to
collect contractual cash flows and selling the financial asset.
•
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognised in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortised cost. The remaining fair value changes are
recognised in OCI.
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity
instruments designated at fair value through OCI when they meet the definition of equity under AASB
132 Financial Instruments: Presentation and are not held for trading.
Financial assets at fair value through profit or loss (FVPL)
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily
required to be measured at fair value. Financial assets are classified as held for trading if they are
acquired for the purpose of selling or repurchasing in the near term.
Fair value measurement hierarchy
The Company is required to classify all assets and liabilities, measured at fair value, using a three-level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being:
Level 1:
Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly; and
Level 3:
Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is
significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models.
These include discounted cash flow analysis or the use of observable inputs that require significant
adjustments based on unobservable inputs.
Financial assets at fair value through profit or loss (FVPL)
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate.
CODRUS MINERALS LIMITED Annual Report | 36
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(l)
Financial Instruments (continued)
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction
costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method
except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair
value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, gains and losses arising on changes in fair value are
recognised in profit or loss.
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 applied depends on
whether there has been a significant increase in credit risk. For trade receivables, the Group applies the
simplified approach permitted by AASB 9 Financial Instruments, which requires expected lifetime losses
to be recognised from initial recognition of the receivables.
(m)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the
financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost
and are not discounted.
(n)
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 are recognised in respect of employee’s services up to
the end of the reporting period and are measured at the amounts expected to be paid when liabilities
are settled. The liability for annual leave is recognised in the provision for employee benefits. All other
short-term employee benefit obligations are presented as other payables.
(ii)
Other long-term employee benefit obligations
The liability for long service leave and annual leave, which is not expected to be settled within 12 months
after the end of the period in which the employees render the related service, is recognised in the
provision for employee benefits and measured as the present value of expected future payments to be
made in respect of services provided by employees up to the reporting date using the projected unit
credit method. Consideration is given to expected future wage and salary levels, experience of employee
departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on national government bonds with terms to maturity and currency that match, as closely
as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting date, regardless of
when the actual settlement is expected to occur.
CODRUS MINERALS LIMITED Annual Report | 37
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(n)
Employee benefits (continued)
(iii)
Share-based payments
The company provides benefits to employees (including directors) of the group in the form of share-
based payment transactions, whereby employees render services in exchange for shares or rights over
shares (‘equity-settled transactions’). There is currently an Employee Incentive Scheme (IOS), which
provides benefits to directors and senior executives. The cost of these equity-settled transactions with
employees is measured by reference to the fair value at the date at which they are granted. The fair
value is determined using a Black-Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected volatility
of the underlying share, the expected dividend yield and the risk free interest rate for the term of the
option.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of shares of Codrus Minerals Limited (‘market conditions’). The number of
shares expected to vest is estimated based on the non-market vesting conditions and the probability
the option will be exercised.
(o)
Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable
to the issue of new shares for the acquisition of a business are not included in the cost of the acquisition
as part of the purchase consideration.
(p)
Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares
issued during the period.
(ii)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account the after tax effect of interest and other financing costs associated with the dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for
no consideration in relation to dilutive potential ordinary shares.
CODRUS MINERALS LIMITED Annual Report | 38
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(q)
Goods and services tax (‘GST’)
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST
incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the
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 tax authority is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the tax authority, are presented as
operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable
to, the tax authority.
(r)
New accounting standards and interpretations adopted by the Group
AASB 2020-3: Amendments to Australian Accounting Standards – Annual Improvements 2018–
2020 and Other Amendments
The Entity adopted AASB 2020-3 which makes some small amendments to a number of standards
including the following: AASB 1, AASB 3, AASB 9, AASB 116, AASB 137 and AASB 141.
The adoption of the amendment did not have a material impact on the financial statements.
AASB 2021-7a: Amendments to Australian Accounting Standards – Effective Date of Amendments to
AASB 10 and AASB 128 and Editorial Corrections.
AASB 2020-7a makes various editorial corrections to a number of standards effective for reporting
periods beginning on or after 1 January 2022. The adoption of the amendment did not have a material
impact on the financial statements.
(s)
New accounting standards and interpretations not yet adopted by the Group
AASB 2020-1: Amendments to Australian Accounting Standards – Classification of Liabilities as
Current or Non-current
The amendment amends AASB 101 to clarify whether a liability should be presented as current or non-
current.
The Group plans on adopting the amendment for the reporting period ending 30 June 2024 along with
the adoption of AASB 2022-6. The amendment is not expected to have a material impact on the financial
statements once adopted.
CODRUS MINERALS LIMITED Annual Report | 39
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(s)
New accounting standards and interpretations not yet adopted by the Group (continued)
AASB 2022-6: Amendments to Australian Accounting Standards – Non-current Liabilities with
Covenants
AASB 2022-6 amends AASB 101 to improve the information an entity provides in its financial statements
about liabilities arising from loan arrangements for which the entity’s right to defer settlement of those
liabilities for at least 12 months after the reporting period is subject to the entity complying with
conditions specified in the loan arrangement. It also amends an example in Practice Statement 2
regarding assessing whether information about covenants is material for disclosure.
The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The
amendment is not expected to have a material impact on the financial statements once adopted.
AASB 2021-2: Amendments to Australian Accounting Standards – Disclosure of Accounting
Policies and Definition of Accounting Estimates
The amendment amends AASB 7, AASB 101, AASB 108, AASB 134 and AASB Practice Statement 2. These
amendments arise from the issuance by the IASB of the following International Financial Reporting
Standards: Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) and
Definition of Accounting Estimates (Amendments to IAS 8).
The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The impact
of the initial application is not yet known.
AASB 2021-5: Amendments to Australian Accounting Standards – Deferred Tax related to Assets
and Liabilities arising from a Single Transaction
The amendment amends the initial recognition exemption in AASB 112: Income Taxes such that it is not
applicable to leases and decommissioning obligations – transactions for which companies recognise
both an asset and liability and that give rise to equal taxable and deductible temporary differences.
The Group plans on adopting the amendment for the reporting period ending 30 June 2024. The impact
of the initial application is not yet known.
AASB 2021-7b & c: Amendments to Australian Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128 and Editorial Corrections
AASB 2021-7b makes various editorial corrections to AASB 17 Insurance Contracts which applies to
annual reporting periods beginning on or after 1 January 2023, with earlier application permitted.
AASB 2021-7c defers the mandatory effective date (application date) of amendments to AASB 10 and
AASB 128 that were originally made in AASB 2014-10: Amendments to Australian Accounting Standards
– Sale or Contribution of Assets between an Investor and its Associate or Joint Venture so that the
amendments are required to be applied for annual reporting periods beginning on or after 1 January
2025.
The Group plans on adopting the amendments for the reporting periods ending 30 June 2024 and 30
June 2026. The impact of initial application is not yet known.
CODRUS MINERALS LIMITED Annual Report | 40
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
1.
Summary of Significant Accounting Policies (continued)
(s)
New accounting standards and interpretations not yet adopted by the Group (continued)
AASB 2022-7: Editorial Corrections to Australian Accounting Standards and Repeal of Superseded
and Redundant Standards
AASB 2022-7 makes editorial corrections to the following standards: AASB 7, AASB 116, AASB 124, AASB
128, AASB 134 and AASB as well as to AASB Practice Statement 2. It also formally repeals superseded
and redundant Australian Account Standards as set out in Schedules 1 and 2 to the Standard.
The Group plans on adopting the amendments for the reporting period ending 30 June 2024. The
amendment is not expected to have a material impact on the financial statements once adopted.
2.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed to
be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and
judgements may differ from the related actual results and may have a significant effect on the carrying amount
of assets and liabilities within the next financial year and on the amounts recognised in the financial statements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below.
(i)
Share based payment transactions
The Group measures the cost of equity-settled transactions with employees 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 a Black-Scholes option pricing model, using the assumption detailed in Note 24.
(ii)
Deferred Taxation
The potential deferred tax assets arising from tax losses and temporary differences have not been recognised as
an asset because the recovery of the tax losses is not yet considered probably by the management (Note 6).
(iii)
Intercompany loan
The management assesses the recoverability of intercompany loans and where recoverability is not certain,
provision is made. All intercompany loans have been eliminated on consolidation.
CODRUS MINERALS LIMITED Annual Report | 41
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
Notes
3. Other income
Interest received
Other income
Consolidated
30 June 2023
$
30 June 2022
$
70,689
70,689
1,087
1,087
4.
Expenses
Loss before income tax includes the following specific expenses:
(a) Administrative costs:
Legal fees
Investor relations
Other administration costs
Total administration cost
(b) Consultancy Expenses
Consultancy expense
Total consultancy expense
(c)
Employment benefits expense
Salary and wages expense
Directors’ fees
Defined contribution superannuation expense
Other employee benefits expense
Total employee benefits expense
(d) Compliance and Regulatory Expenses
Compliance and Regulatory expenses
Total compliance and regulatory expenses
5. Auditor’s Remuneration
Remuneration of the auditor of the Group
Auditing or reviewing the financial statements
Other non-assurance services
Total auditor’s remuneration
26,068
107,332
75,872
209,272
8,167
137,989
120,916
267,072
98,977
98,977
70,758
70,758
83,854
100,000
80,792
21,855
286,501
73,454
96,154
73,220
79,129
321,957
80,460
80,460
69,902
69,902
35,000
-
35,000
33,092
-
33,092
CODRUS MINERALS LIMITED Annual Report | 42
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
6.
(a)
Income Tax Expense
Income tax expense
Current tax
Deferred tax
Total income tax (expense)/benefit
Deferred income tax expense included in income tax expense
comprises:
(Increase) in deferred tax assets
Increase in deferred tax liabilities
Consolidated
30 June 2023
$
30 June 2022
$
-
-
-
-
-
-
-
-
-
-
-
-
(b)
Numerical reconciliation of income tax expense to prima facie tax
payable
Profit/(Loss) from continuing operations before income tax expense
(2,696,126)
(4,095,108)
Tax expense/(benefit) at the tax rate of 25% (2022: 25%)
(674,032)
(1,023,777)
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Share based payments
Other non-deductible amounts
Prior year adjustments
Non-assessable income
Unrecognised tax losses
112,165
314
-
-
561,553
183,779
8,753
-
-
831,245
Income tax expense
(c)
Deferred tax assets
Tax losses
Employee benefits
Other accruals
Total deferred tax assets
Set-off deferred tax liabilities (Note 6(d))
Net deferred tax assets
(d)
Deferred tax liabilities
Fair Value of Assets recognised on Business Combination
Other
Total deferred tax liabilities
Set-off deferred tax assets (Note 6(c))
Net deferred tax liabilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e)
(f)
Tax losses
Unused tax losses for which no DTA has been recognized
Potential tax benefit at 25% (2022: 25%)
Unrecognised temporary differences
Unrecognised deferred tax asset relating to capital raising costs
Potential tax benefit at 25% (2022: 25%)
6,143,656
1,535,914
3,897,444
974,361
328,027
82,007
319,389
79,847
CODRUS MINERALS LIMITED Annual Report | 43
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
7.
(a)
Cash & Cash Equivalents
Cash & cash equivalents
Cash at bank and in hand
Total cash and cash equivalents
Consolidated
2023
$
2022
$
1,728,081
1,728,081
4,020,607
4,020,607
Cash on hand is non-interest bearing. Cash at bank bears interest rates between 0.75% and 3.95% (2022: 1.05%
and 1.35%).
Trade & Other Financial Assets
8.
(a) Other receivables - Current
Short term deposits
71,521
101,502
173,023
51,625
40,038
91,663
(i) Short term deposits
Short term deposits are bearing interest rates of 2.05%. (2022: Nil)
(ii) Past due and impaired receivables
As at 30 June 2023, there were no other receivables that were past due or impaired. (2022: Nil)
(b) Other financial assets – Non Current
22,833
-
Effective interest rates and credit risk
Information concerning effective interest rates and credit risk of both current and non-current trade and other
receivables is set out in Note 17.
9.
Prepayments
Prepaid expenses
36,241
68,109
CODRUS MINERALS LIMITED Annual Report | 44
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
Consolidated
Plant &
Equipment
$
Motor
vehicle
$
Computer
Total
$
$
10. Property, Plant and Equipment
30 June 2023
Opening net book value
Additions
Depreciation charge
Closing net book value
At 30 June 2023
Cost or fair value
Accumulated depreciation
Net book value
30 June 2022
Opening net book value
Additions
Depreciation charge
Closing net book value
At 30 June 2022
Cost or fair value
Accumulated depreciation
Net book value
-
3,476
(690)
2,786
3,476
(690)
2,786
-
-
-
-
-
-
-
30,536
-
(12,215)
18,321
36,352
(18,031)
18,321
-
36,352
(5,816)
30,536
36,352
(5,816)
30,536
3,838
-
(1,535)
2,303
3,906
(1,603)
2,303
-
3,906
(68)
3,838
3,906
(68)
3,838
Consolidated
2023
$
34,374
3,476
(14,440)
23,410
43,734
(20,324)
23,410
-
40,258
(5,884)
34,374
40,258
(5,884)
34,374
2022
$
11.
(a)
Exploration & Evaluation Expenditure
Non-current
Opening balance
Exploration and acquisition expenditure at cost
Exploration assets expensed to profit and loss
Total non-current exploration and evaluation expenditure
-
-
1,499,005
(1,499,005)
-
2,556,013
(2,556,013)
-
The group’s exploration properties may be subjected to claim(s) under native title, or contain sacred sites, or sites
of significance to Aboriginal people for Australian Assets and First Nations People for its United States Assets. As
a result, exploration properties or areas within the tenements may be subject to exploration restrictions, mining
restrictions and/or claims for compensation. At this time, it is not possible to quantify whether such claims exist,
or the quantum of such claims.
CODRUS MINERALS LIMITED Annual Report | 45
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
12.
Trade & Other Payables
Current
Trade and Other Payables
Accruals
Total current trade & other payables
There are no payables that are considered past due as at 30 June 2023 (2022: Nil).
13.
Provisions
Current
Employee entitlements
Total current provisions
Consolidated
2023
$
2022
$
182,945
21,099
204,044
227,855
23,687
251,542
68,092
68,092
50,061
50,061
Issued Capital
Issued share capital
Ordinary shares – fully paid
Total issued share capital
Consolidated
Consolidated
2023
Shares
2023
$
2022
Shares
2022
$
75,430,004
75,430,004
14,474,455
14,474,455
75,000,004
75,000,004
14,467,686
14,467,686
Ordinary Shares
Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the
number of shares held and in proportion to the amount paid up on the shares held. On a show of hands every
member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
Options
Information relating to options including details of options issued, exercised and lapsed during the financial
period and options outstanding at the end of the financial period, is set out in Note 15.
Performance Rights
Information relating to performance rights including details of rights issued, exercised and lapsed during the
financial period and performance rights outstanding at the end of the financial period, is set out in Note 15.
14.
(a)
(b)
(c)
(d)
Date
Number of
Shares
Issue Price
Total
$
$
(e) Movements in issued capital
Opening Balance 1 July 2021
Less: Transaction costs
Closing Balance at 30 June 2022
Opening Balance 1 July 2022
Acquisition of tenements
Less: Transaction costs
Closing Balance at 30 June 2023
23-Nov-22
75,000,004
-
75,000,004
75,000,004
430,000
-
75,430,004
14,446,229
21,4571
14,467,686
14,467,686
30,000
(23,231)
14,474,455
1 Transaction costs are positive due to refund of overpayment of previous issue costs from prior year.
CODRUS MINERALS LIMITED Annual Report | 46
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
Expiry date
Exercise price
Balance at start of
year
Granted
during the
year
Issued/
(Exercised)
during the
year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
15. Options and Performance Rights
(a)
2023 unlisted share option details
17 June 2024
17 June 2023
9 June 2025
30 cents
30 cents
20 cents
Weighted average exercise price
2022 unlisted share option details
17 June 2024
17 June 2023
30 cents
30 cents
Weighted average exercise price
(b)
2023 listed share option details
12.5 cents
22 Sept 2024
Weighted average exercise price
6,000,000
6,000,000
-
12,000,000
$0.30
6,000,000
6,000,000
12,000,000
$0.30
-
-
1,000,000
1,000,000
$0.20
-
-
-
-
-
-
39,000,002
39,000,002
$0.125
-
-
-
-
-
-
-
-
-
-
-
(6,000,000)
(6,000,000)
$0.30
6,000,000
-
1,000,000
7,000,000
$0.29
-
-
-
-
-
-
6,000,000
6,000,000
12,000,000
$0.30
39,000,002
39,000,002
$0.125
Class of
Rights
Expiry date
Balance at start
of year
Granted
during the
year
Issued/
(Exercised)
during the
year
Cancelled/
lapsed
during the
year
Balance at
end of the
year
(c)
Performance Rights Details 2023
Class A
Class B
Class C
Tranche A
Tranche B
Tranche C
17 June 2026
17 June 2026
17 June 2026
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
Performance Rights Details 2022
Class A
Class B
Class C
Tranche A
Tranche B
Tranche C
17 June 2026
17 June 2026
17 June 2026
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
23 Jul 26 &
3 Dec 26
1,500,000
2,000,000
1,500,000
2,450,000
3,000,000
1,650,000
12,100,000
1,500,000
2,000,000
1,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
2,450,000
3,000,000
1,650,000
5,000,000
7,100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,500,000
2,000,000
1,500,000
2,450,000
3,000,000
1,650,000
12,100,000
1,500,000
2,000,000
1,500,000
2,450,000
3,000,000
1,650,000
12,100,000
There were no performance rights issued to employees and consultants during the year (2022: 7,100,000).
CODRUS MINERALS LIMITED Annual Report | 47
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
16. Reserves
(a)
Option reserve
Opening balance
Listed options
Unlisted options
Total unlisted option reserve
(b)
(c)
(d)
Performance Rights Reserve
Opening balance
Issue of Performance Rights
Closing Balance
Total Option Reserve
Unlisted Option Reserve
Performance Shares Reserve
Closing Balance
Total reserves
Option Premium Reserve
Foreign Currency Translation Reserve
Closing Balance
Consolidated
2023
$
2022
$
946,115
39,000
35,674
1,020,789
772,101
412,985
1,185,086
1,020,789
1,185,086
2,205,875
2,205,875
-
2,205,875
946,115
-
-
946,115
36,986
735,115
772,101
946,115
772,101
1,718,216
1,718,216
-
1,718,216
17.
Financial Instruments, Risk Management Objectives and Policies
The Group’s risk management framework is supported by the Board and management. The Board is responsible
for approving and reviewing the Group’s risk management strategy and policy. Management is responsible for
monitoring that appropriate processes and controls are in place to effectively and efficiently manage risk. The
Group has exposure to the following risks:
• Market risk
•
Liquidity risk
(a)
Market risk
Market risk is the risk that changes in market prices, such as commodity prices will affect the Group’s potential
income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising return. There were
no changes in the Group’s market risk management policies from previous years.
(b)
Group sensitivity analysis
The entity’s main interest rate risk arises from cash and cash equivalents with variable and fixed interest rates.
At 30 June 2023, the Group had $1,728,081 (2022: $4,020,607) of cash and cash equivalents and any exposure
to changes in interest rate risk is unlikely considered to be material.
CODRUS MINERALS LIMITED Annual Report | 48
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
17.
Financial Instruments, Risk Management Objectives and Policies (continued)
(c)
Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. Due to the dynamic nature of the underlying businesses, the
Group aims at ensuring flexibility in its liquidity profile by maintaining the ability to undertake capital raisings.
Funds in excess of short term operational cash requirements are generally only invested in short term bank bills.
The following tables detail the Group’s contractual maturity for its financial liabilities:
Carrying
Amount
Contractual
Cash Flows
Less than 1
year
2-5 years
>5 years
For the year ending 30 June 2023
Trade and other Payables
204,044
204,044
204,044
For the year ending 30 June 2022
Trade and other Payables
251,542
251,542
251,542
-
-
-
-
(d)
Net fair value
The carrying value and net fair values of financial assets and liabilities at balance date are:
Financial assets
Cash and cash equivalents
Receivables and other financial assets – current
Other financial assets – non current
Financial Liabilities
Trade and other payables – current
Financial assets
Cash and cash equivalents
Receivables and other financial assets – current
Financial Liabilities
Trade and other payables - current
2023
Carrying
Amount
$
1,728,081
173,023
22,833
1,923,937
204,044
204,044
2022
Carrying
Amount
$
4,020,607
91,663
4,112,270
251,542
251,542
Net fair
Value
$
1,728,081
173,023
22,833
1,923,937
204,044
204,044
Net fair
Value
$
4,020,607
91,663
4,112,270
251,542
251,542
CODRUS MINERALS LIMITED Annual Report | 49
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
Consolidated
2023
$
2022
$
18. Earnings per Share
(a)
Loss used in the calculation of basic EPS
(2,696,126)
(4,095,108)
(b) Weighted average number of ordinary shares (‘WANOS’)
WANOS used in the calculation of basic earnings per share:
75,252,114
75,000,004
(c)
Loss per share (in cents)
(3.6)
(5.5)
(d)
Diluted loss per share is considered to be the same as the basic loss per share, as the potential ordinary shares on
issue are anti-dilutive and have not been applied in calculating dilutive loss per share.
Consolidated
2023
$
2022
$
19. Cash Flow Information
(a)
Reconciliation of cash flows from operating activities with loss from ordinary activities after income tax:
Profit/(Loss) from ordinary activities after income tax
Share based payments
Depreciation
Other
(2,696,126)
448,659
14,440
-
(4,095,108)
735,115
5,884
-
Changes in assets and liabilities:
Decrease / (increase) in operating receivables & prepayments
Increase / (decrease) in operating trade and other payables
Increase in employee provisions
Net cash outflow from Operating Activities
11,972
12,502
18,031
(2,190,522)
(30,800)
(20,408)
43,984
(3,361,333)
(b) Non-cash investing and financing activities
Share based payments expense – Options issued to joint venture partner
35,674
-
CODRUS MINERALS LIMITED Annual Report | 50
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
20. Commitments and Contingencies
(a)
Exploration commitments
Not longer than one year
Longer than one year, but not longer than five years
Longer than five years
Consolidated
2023
$
2022
$
474,814
825,396
-
1,300,210
337,974
774,614
-
1,112,588
In order to maintain rights of tenure to mining tenements subject to these agreements, the group would have
the above discretionary exploration expenditure requirements up until expiry of leases. These obligations, which
are subject to renegotiation upon expiry of the leases, are not provided for in the financial statements and are
payable per the above maturities. If the company decides to relinquish certain leases and/or does not meet these
obligations, assets recognised in the statement of financial position may require review to determine the
appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce
or extinguish these obligations.
(b)
Contingencies
On 29th of January 2019, the company entered into an agreement to acquire tenements in Oregon, United States
known as the Record Mine, for an option fee of US$20,000 payable on agreement, with an option fee payable
annually on 1 February each year for four years for US$25,000 per year (included in exploration commitments
per 18 (a)). After the fourth year the purchase price is contingent upon the option being exercised for a total
payment of US$1 million dollars.
Owners shall retain Net Smelter Royalty (NSR) equal to 1.5% and shall be payable to the current owner of the
Record mine in Oregon USA.
There are no further commitments or contingent liabilities.
21.
Events Occurring After Balance Date
On 2 August 2023, the Company has entered into a farm-in agreement with Fleet Street Holdings, which hold
ground directly to the north east of the highly enriched clay-hosted REE’s discovered recently. The key terms of
the agreement between Codrus and Fleet Street are:
•
•
•
•
•
•
•
Within 7 days, Codrus must pay Fleet Street $30,000 cash and issue $30,000 worth of Codrus shares at a
5-day VWAP (approximately 360,000 shares at $0.083 to be issued from the company’s ASX Listing Rule
7.1 placement capacity).
Codrus will have a minimum expenditure of $100,000 within 12 months of commencement.
Codrus after completing the minimum spend may achieve a 51% Stage 1 interest by spending an
additional $250,000 within 24 months (which is to include a minimum of 1,500m of AC drilling.
Codrus after earning the Stage 1 interest may achieve a 80% Stage 2 interest by spending an additional
$250,000.
After reaching either the Stage 1 or Stage 2 interest, Codrus will utilise its best endeavours to define a
resource, complete all applicable studies, and procure the completion of, a DFS in respect of the Tenement.
Codrus, on completion of a DFS will free carry Fleet Street to Decision to Mine.
If a Decision to Mine is made Fleet Street may elect to contribute its share, Convert its share to a 1.5% Net
Smelter Royalty, or sell its interest with Codrus maintaining a pre-emptive right.
CODRUS MINERALS LIMITED Annual Report | 51
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
21.
Events Occurring After Balance Date (continued)
•
•
Upon a definition of an indicated or measured mineral resource on the tenement (within 36 months) with
over 15 million tonnes of REE grading +1,000ppm (or metal equivalent) as defined by the relevant
Competent Person, then CDR will issue 1,000,000 fully paid ordinary shares to Fleet Street (to be issued
from the company’s ASX Listing Rule 7.1 placement capacity).
Upon completion of a Definitive Feasibility Study on the tenement (within 48 months), CDR will issue
2,000,000 fully paid ordinary shares will be issued to Fleet Street (to be issued from the company’s ASX
Listing Rule 7.1 placement capacity).
The Company has also pegged two additional tenements (E70/6472 and E70/6462 – both pending approval) in
the district.
On 8 August 2023, the Company issued 360,000 shares at $0.083 per share to Fleet Holdings Pty Ltd as per the
terms of the Agreement as announced to the ASX on 2 August 2023.
Other than those mentioned above, there were no other matter or circumstance has arisen since 30 June 2023
that has significantly affected, or may significantly affect the Group's operations, the results of those operations,
or the Group's state of affairs in future financial years.
22.
Segment Information
(a)
Description of segments
Management has determined the operating segments based on the reports reviewed by the chief operating
decision maker that are used to make strategic decisions. For the purposes of segment reporting the chief
operating decision maker has been determined as the board of directors. The board monitors the entity primarily
from a geographical perspective, and has identified three operating segments, being exploration for mineral
reserves Australia, the United States and the corporate/head office function.
CODRUS MINERALS LIMITED Annual Report | 52
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
22.
Segment Information (continued)
(b)
Segment information provided to the board of directors
The segment information provided to the board of directors for the reportable segments for the year ended
30 June 2023 is as follows:
Australia
$
United States
$
Corporate
$
Total
$
For the year ending 30 June 2023
Interest income
70,689
70,689
Exploration expenditure
Total segment (loss) before income tax
(1,411,809)
(1,411,809)
(87,196)
(87,196)
-
(1,197,121)
(1,499,005)
(2,696,126)
Total segment assets 2023
Total segment liabilities 2023
For the year ending 30 June 2022
-
(69,536)
-
-
1,983,588
1,983,588
(202,600)
(272,136)
Interest income
1,087
1,087
Exploration expenditure
Total segment (loss) before income tax
(1,932,139)
(1,932,139)
(623,874)
(624,051)
-
(1,538,918)
(2,556,013)
(4,095,108)
Total segment assets 2022
-
Total segment liabilities 2022
(87,649)
-
-
4,214,753
4,214,753
(213,954)
(301,603)
(c)
Measurement of segment information
All information presented in part (b) above is measured in a manner consistent with that in the financial
statements.
(d)
Segment revenue
No inter-segment sales occurred during the current period. The entity is domiciled in Australia. No revenue
was derived from external customers in countries other than the country of domicile. There were no revenues
derived from Australian financial institutions during the year.
(e)
Reconciliation of segment information
Total segment revenue, total segment profit/(loss) before income tax, total segment assets and total segment
liabilities as presented in part (b) above, equal total entity revenue, total entity profit/(loss) before income tax,
total entity assets and total entity liabilities respectively, as reported within the financial statements.
CODRUS MINERALS LIMITED Annual Report | 53
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
23.
Related Party Transactions
(a)
Parent entity
Codrus Minerals Limited is the parent entity.
(b)
Subsidiaries
Interests in subsidiaries are set out in note 25.
(c)
Key management personnel compensation
Key Management Personnel Compensation
Short-term employee benefits
Post-employment benefits
Share-based payments
Total key management personnel compensation
(d)
Transactions with other related parties
The following transactions occurred with related parties:
(i)
Purchases from KMP related entities
Rent of office building and shared office costs
Recharges from Blackstone Minerals Limited
Recharges from Venture Minerals Limited
Consolidated
2023
$
2022
$
388,892
37,800
150,685
577,377
405,027
36,000
362,329
803,356
Consolidated
2023
$
2022
$
-
93,322
53,802
54,745
Details of remuneration disclosures are included in the Remuneration Report on pages 16 to 22.
(e)
Terms and conditions of related party transactions
Transactions between related parties are on commercial terms and conditions, no more favourable than those
available to other parties unless otherwise stated.
CODRUS MINERALS LIMITED Annual Report | 54
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
24.
Share Based Payments
(a)
Fair value of listed options granted
On 23 September 2022, the Company issued 37,500,002 listed options at $0.001 each with exercise price of
$0.125, expiring on 22 September 2024 under the non-renounceable entitlement issue of options to eligible
shareholders on the basis of one New Option for every two shares held as announced on 25 August 2022. The
fair value of the listed options was $37,500 (before costs).
A further 1,500,000 listed options were issued to lead managers (ie PAC Partners Securities Pty Ltd). The fair
value of the listed options was $1,500.
There are no listed options issued in prior year.
(b)
Fair value of performance rights granted to Managing Director, Employees and Consultants
30 June 2023
There were no performance rights being granted or issued during the year.
The performance rights were valued using the market price on the date of grant. The value was of the
performance rights were adjusted based on managements probability assessment for each class. Performance
rights with a probability of less than 50% were not accounted for during the period to 30 June 2023. The value
of the rights recognised in the current period was $150,685 and $262,300 for Managing Director and
Employees/Consultants respectively.
30 June 2022
The Company issued 7,100,000 performance rights to employees and consultants of the Company subject to
various performance conditions as follows:
Milestone
Expiry Date
Class of
Performance
Rights
Tranche A
Performance
Rights
Tranche B
Performance
Rights
a)
b)
a)
The Company’s shares achieving a volume
weighted average price per share of $0.40 or
more calculated over any 20 consecutive trading
days which trades in the shares are recorded on
ASX; and
the holder completing 12 months of continuous
employment as the Managing Director of the
Company
The Company achieving, in respect of any of the
mining tenements or projects it holds an interest
in at the issue date of the Performance Rights or
acquires at any date in the future, a drill result
greater than or equal to:
(i)
a 30, gram x metre Gold intersection (with
a minimum cut off grade of 0.2 g/t Au); or
(ii) a 10, % x metre Nickel intersection (with a
minimum cut off grade of 0.2 %/t Ni); or
Number of
Performance
Rights
2,450,000
(Tranche A)
23 Jul 26 &
3 Dec 26
(Tranche A)
23 Jul 26 &
3 Dec 26
(Tranche B)
3,000,000
(Tranche B)
CODRUS MINERALS LIMITED Annual Report | 55
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
Tranche C
Performance
Rights
(iii) a 18, % x metre Copper intersection (with a
minimum cut off grade of 0.3 %/t Cu), with
the intersection being signed off by an
independent geologist (the intersection is
calculated by multiplying the grade of the
metal (g/t or %) by the intercept width
(m’s)); and
b)
the holder completing 24 months of continuous
employment as the Managing Director of the
Company.
The Company achieving a JORC compliant inferred
mineral resource estimate of either:
a)
b)
c)
500,000 ounces of Gold, with a minimum cut off
grade of 0.2g/t Au; or
50,000 tonnes of Nickel, with a minimum cut off
grade of 0.2% Ni; or
90,000 tonnes of Copper, with a minimum cut
off grade of 0.3% Cu,
in respect of any of the mining tenements or projects it
holds an interest in at the issue date of the Performance
rights or acquires at any date in the future, as signed off
by an independent geologist.
23 Jul 26 &
3 Dec 26
(Tranche C)
1,650,000
(Tranche C)
(c)
Fair value of unlisted options granted to joint venture partner
30 June 2023
On 9 June 2023, the Company issued 1,000,000 unlisted options to Joint Venture Partner for meeting its
minimum expenditure of $100,000 under the Farm In and Joint Venture Agreement with Talgomine, with an
exercise price of $0.20 expiring on 9 June 2025. The value of the options recognised was $18,405.
A further $17,270 of options value were recognised during the year based on the Company meeting its
minimum spend of additional spend of $300,000 resulting to the Company earning its rights to participating
interest of 70%. Once elected, the Company will issue 2,500,000 options to Talgomine, with an exercise price
of $0.50 with a 2-year expiry from the date of issue.
The price was calculated by using the Black-Scholes Option Pricing Model applying the following inputs.
• Weighted average exercise price of $0.20;
• Weighted average life of the option (years) of 2.55;
• Weighted average underlying share price of $0.20;
•
• Weighted average risk-free interest rate of 3.11%.
Expected share price volatility of 85%;
Volatility is calculated based on historical share price history of the company and used as the basis for
determining expected share price volatility as it assumed that this is indicative of future tender, which may not
eventuate. The life of the options is agreed upon by the Board to ensure long term goal congruence between
Directors, Management and Shareholders.
30 June 2022
There we no unlisted options being granted during the year.
CODRUS MINERALS LIMITED Annual Report | 56
Notes to the Consolidated Financial Statements for the Year Ended 30 June 2023
24.
Share Based Payments (continued)
Share based payments expense
Performance Rights issued to Directors
Performance Rights issued to Employees and Consultants
Options issued to joint venture partner
Total Share based payments expense
30 June 2023
$
30 June 2022
$
150,685
262,300
35,674
448,659
362,329
372,784
-
735,115
25.
Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly
owned subsidiaries in accordance with the accounting policy described in Note 1:
Name of entity
Country of incorporation Class of Shares
Equity HoldingA
2023
%
2022
%
Black Eagle LLC
Oregon, US
Ordinary
100
100
A
The proportion of ownership interest is equal to the proportion of voting power held.
Parent
2023
$
2022
$
1,937,345
46,243
1,983,588
272,132
-
272,132
4,180,379
34,374
4,214,753
301,599
-
301,599
14,474,455
2,205,875
(14,968,874)
1,711,456
14,467,686
1,718,216
(12,272,748)
3,913,154
(2,696,126)
-
(2, 696,126)
(4,288,423)
-
(4,288,423)
26. Parent Entity Information
(a)
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued Capital
Reserves
Accumulated losses
Total equity
Total Comprehensive loss for the year
Profit/(Loss) for the period after income tax
Other comprehensive income for the year
Total comprehensive loss for the year
(b)
(c)
(d)
(e)
(f)
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30
June 2022. Other commitments are disclosed in Note 20.
The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022, other than as disclosed in
Note 20.
CODRUS MINERALS LIMITED Annual Report | 57
Director’s Declaration
In the Directors’ opinion
(a)
the financial statements and notes set out on pages 26 to 57 are in accordance with the Corporations Act
2001, including:
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
giving a true and fair view of the Group's financial position as at 30 June 2023 and of its
performance for the period ended on that date; and
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they
become due and payable; and
the audited remuneration disclosures set out on pages 16 to 22 of the directors’ report comply with
section 300A of the Corporations Act 2001; and
the financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
(b)
(c)
(d)
The directors have been given the declarations by the chief executive officer and chief financial officer required
by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Shannan Bamforth
Managing Director
Perth, Western Australia, 13 September 2023
CODRUS MINERALS LIMITED Annual Report | 58
PO Box 1908
West Perth WA 6872
Australia
Level 2, 40 Kings Park Road
West Perth WA 6005
Australia
Tel: +61 8 9481 3188
Fax: +61 8 9321 1204
ABN: 84 144 581 519
www.stantons.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
CODRUS MINERALS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Codrus Minerals Limited (“the Company”) and its subsidiaries (“Group”),
which comprises the consolidated statement of financial position as at 30 June 2023, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(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 then ended; 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 auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
We have defined the following matter to be the key audit matter to be communicated in our report.
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. This matter was 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 this matter.
Liability limited by a scheme approved under Professional Standards Legislation
Stantons Is a member of the Russell
Bedford International network of firms
Key Audit Matter
How the matter was addressed in the audit
Share Based Payments
(Refer to Note 24 to the financial statements)
In prior years, the Company had issued performance
to employees and consultants comprising
rights
4,500,000 performance
to consultants and
2,600,000 to employees. These had not fully vested at
the beginning of the financial year.
rights
The awards vest subject to the achievement of certain
vesting conditions. The Company valued the unlisted
options using the Black-Scholes methodology, listed
options based on the listed price and performance rights
based on the share price at grant date and estimated
likelihood of performance milestones being achieved
over the vesting period for each tranche of awards.
The Company has performed calculations to record the
related share-based payment expense of $448,659 in the
consolidated statement of profit or loss and other
comprehensive income.
Due to the complex nature of the transactions and
estimates used in determining the valuation of the share-
based payment arrangement and vesting expense, we
consider the Company’s calculation of the share-based
payment expense to be a key audit matter.
In determining the fair value of the awards, the Company
used assumptions in respect of future market and
economic conditions as well as estimates of achievement
of certain exploration targets.
Inter alia, our audit procedures included the
following:
i. Verifying the inputs and examining the
the Company’s
assumptions used
valuation of performance rights;
in
ii. Challenging management’s assumptions in
relation to the likelihood of achieving the
performance conditions;
iii. Assessing the fair value of the calculation
through re-performance using appropriate
inputs; and
iv. Assessing the accuracy of the share-based
payments expense and the adequacy of
disclosures made by the Company in the
financial report.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Company's annual report for the year ended 30 June 2023 but does not include the financial
report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
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.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial report.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and
fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity's internal control.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial
report.
We conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that achieves
fair presentation.
We obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in Internal control that we identify during our
audit.
The Auditing Standards require that we comply with relevant ethical requirements relating to audit
engagements. We also provide the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore key audit matters. We describe these
matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 22 of the directors’ report for the year ended
30 June 2023.
In our opinion, the Remuneration Report of Codrus 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.
STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD
(An Authorised Audit Company)
Martin Michalik
Director
West Perth, Western Australia
13 September 2023
Additional Shareholder Information
Corporate Governance Statement
In accordance with ASX Listing Rule 4.10.3 the company’s Corporate Governance Statement can be found
on the company’s website, refer to https://codrusminerals.com.au/corporate-governance/
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding as at 12 September 2023 were as follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Holders of less than a marketable parcel: 126
Substantial Shareholders
The names of the substantial shareholders as at 12 September 2023:
Shareholder
Blackstone Minerals Limited
Voting Rights - Ordinary Shares
Number of Shareholders
Fully Paid Ordinary Shares
20
82
122
287
86
597
Number
35,000,004
In accordance with the holding company's Constitution, on a show of hands every member present in
person or by proxy or attorney or duly authorised representative has one vote. On a poll every member
present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid
ordinary share held.
Restricted Securities
• Nil
CODRUS MINERALS LIMITED Annual Report | 63
Additional Shareholder Information
Unquoted Securities
Exercise
price
Vesting conditions
Expiry date
Number of
options
Number
of
holders
Director options
$0.30
Nil
17 June 2024
6,000,000 3
Farm In partner
$0.20
Nil
9 June 2025
1,000,000 2
Managing Director
Performance Rights
Performance Rights
– Consultants and
Employees
N/A
Class A, Class B, Class C
17 June 2026
5,000,000 1
N/A
Tranche A, Tranche B, Tranche C
23 July 2026
7,100,000 19
Equity security holders
The names of the twenty largest ordinary fully paid shareholders as at 12 September 2023 are as follows:
Position Shareholder
1
2
3
4
5
6
6
7
7
8
9
10
10
10
11
12
13
14
14
15
16
17
18
19
20
BLACKSTONE MINERALS LIMITED
MR HAMISH HALLIDAY
THE SHED MAN PTY LTD
MR PHILIP JOHN CAWOOD
MR SIMON ANDREW TESTER
MS CHUNYAN NIU
UNDERLEX PTY LTD
MR ALAN PAUL BLACKNEY
ICE LAKE INVESTMENTS PTY LTD
MRS KELLIE MAREE PORTEIRO
MR LUKE CUNNINGHAM
MRS KIM ELIZABETH LOVE
VALUI PTY LTD
ZAMMIT SUPPORT SERVICES PTY LTD
SYMORGH INVESTMENTS PTY LTD
MR GARRY SHANE COOMBE
MRS HELEN BETH TESTER
CEM FAMILY HOLDINGS PTY LTD
SEVENTY THREE PTY LTD
MR ROBIN DESMOND ASHTON
MR RAMON DUDLEY
FLEET STREET HOLDINGS PTY LTD
BNP PARIBAS NOMS PTY LTD
MR RICHARD WONG
MR ROBERT JOHN REYNOLDS & MRS KELLIE-ANNE REYNOLDS
Number
35,000,004
1,650,000
1,450,000
1,400,000
992,874
700,000
700,000
650,000
650,000
580,364
500,001
500,000
500,000
500,000
475,000
474,634
463,959
450,000
450,000
440,187
400,000
360,000
357,632
353,364
350,000
% Held of
Issued Ordinary
Capital
46.18%
2.18%
1.91%
1.85%
1.31%
0.92%
0.92%
0.86%
0.86%
0.77%
0.66%
0.66%
0.66%
0.66%
0.63%
0.63%
0.61%
0.59%
0.59%
0.58%
0.53%
0.48%
0.47%
0.47%
0.46%
50,348,019
66.43%
CODRUS MINERALS LIMITED Annual Report | 64
Additional Shareholder Information
Listed Options
Exercise
price
Vesting conditions
Expiry date
Number of
options
Number
of
holders
Loyalty options
$0.125
Nil
22 Sept 2024
39,000,002 166
Distribution of listed option holders
Analysis of numbers of equity security holders by size of holding as at 12 September 2023 were as follows:
Holding
1- 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Number of Shareholders
Fully Paid Ordinary Shares
8
9
16
93
40
166
The names of the twenty largest Listed Option Holders as at 12 September 2023 are as follows:
Position Shareholder
1
2
3
4
5
6
7
8
9
9
10
11
12
13
14
15
16
17
18
18
18
18
19
20
BLACKSTONE MINERALS LIMITED
MR PHILIP JOHN CAWOOD
MR ANDREW EDWIN YOUNG
MR HAMISH HALLIDAY
MR SIMON ANDREW TESTER
DEAD KNICK CAPITAL PTY LTD
MRS KIM ELIZABETH LOVE
MR ROBIN DESMOND ASHTON
SEVENTY THREE PTY LTD
MRS HELEN BETH TESTER
MR LUKE CUNNINGHAM
BNP PARIBAS NOMS PTY LTD
MR YOUNG KIL KIM
APPOLO PTY LTD
SUNLORA PTY LTD
MR RAMON DUDLEY
HALIFAX LIMITED
PAC PARTNERS SECURITIES PTY LTD
JALAVER PTY LTD
MRS NINA KRASKOVSKAYA
J & J BANDY NOMINEES PTY LTD
J & J BANDY NOMINEES PTY LTD
MR RICHARD WONG
MR SREEDHARAN SANGARANARAYANASAMY
Number
17,500,002
2,700,000
2,176,653
1,650,000
1,241,087
1,000,000
615,767
550,244
500,000
500,000
499,991
488,863
475,000
350,000
315,000
303,576
285,000
255,000
250,000
250,000
250,000
250,000
242,073
228,349
32,876,605
% Held of
Issued Ordinary
Capital
44.87%
6.92%
5.58%
4.23%
3.18%
2.56%
1.58%
1.41%
1.28%
1.28%
1.28%
1.25%
1.22%
0.90%
0.81%
0.78%
0.73%
0.65%
0.64%
0.64%
0.64%
0.64%
0.62%
0.59%
84.30%
CODRUS MINERALS LIMITED Annual Report | 65
Schedule of Tenements
As at 12 September 2023
Project
Location
Tenement
Interest
Bull Run (Record Mine)
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
Oregon, USA
OR152073, OR152074
OR152076, OR152077
OR152078, OR152627
OR17242 – OR17246
OR176469 – OR176514
OR178405 – OR178437
OR105272173 – OR105272184
Silver Swan South
Western Australia
Western Australia
P27/2191 – P27/2196
E27/545
Red Gate
Western Australia
E31/1096
Middle Creek
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P46/1900 - P46/1912
P46/1914 - P46/1920
P46/1924
P46/2091 – P46/2095
E46/1428, E46/1431
P46/2046 – P46/2052
0%1
0%1
0%1
0%1
100%
100%
100%
100%
100%
100%
95%
95%
100%
100%
100%
100%
Waladdi Soak
Western Australia
E27/682
Under application
Koonkoobing Hill
Western Australia
Karloning
Western Australia
E70/6306
E70/5339
100%
100%2
Karloning Northeast
Western Australia
E70/6462
Under application
Wialki
Western Australia
E70/6472
Under application
Danberrin Hill South
Western Australia
Fleet Street
Western Australia
E70/6348
E70/5630
100%
0%3
Key
E:
P:
Exploration Licence
Prospecting Licence
1Lode mining claims held under an option agreement with Young and Mount View Farms
2Codrus has rights to earn up to 90% of the Karloning Rare Earth Element (REE) Project.
3Codrus has rights to earn up to 80% interest of Fleet Street’s tenement.
CODRUS MINERALS LIMITED Annual Report | 66