ACN 75 626 241 067
Annual Report
JUNE 30 2023
Corporate
Directory
Directors
Mr Martin C Holland
Executive Chairman
Mr Andrew Sissian
Non-Executive Director
Mr Michael Addison
Non-Executive Director
Mr Michael McNeilly
Non-Executive Director
Dr Ross McGowan
Non-Executive Director
Company secretary
Mr Justin Clyne
Registered office
Level 10, Kyle House,
27 Macquarie Place,
Sydney NSW 2000
Tel: (+61) 407 123 143
Email: info@cobre.com.au
Principal place of
business
Level 10, Kyle House,
27 Macquarie Place,
Sydney NSW 2000
Tel: (+61) 407 123 143
Email: info@cobre.com.au
Share registry
Automic Group
Level 5, 126 Phillip Street
Sydney NSW 2000
Tel: +61 2 8072 1400
www.automicgroup.com.au
Auditor
Ernst & Young
The EY Centre
Level 34, 200 George Street
Sydney NSW 2000
Solicitors
HWL Ebsworth
Level 14, Australia Square
264–278 George Street
Sydney NSW 2000
Stock exchange
listing
Cobre Limited shares are listed on
the Australian Securities Exchange
(ASX code: CBE)
Website
www.cobre.com.au
Corporate
Governance
Statement
The Company’s Corporate
Governance statement for the
year ended 30 June 2023 is
available on the Company’s
website at www.cobre.com.au
and a copy has also been
lodged with the ASX in
conjunction with this Annual
Report to shareholders.
WWW.COBRE.COM.AU
Contents
Chairman’s Letter .................................................................................. 2
1. Directors’ report ....................................................................................5
2. Auditor’s independence declaration .................................................... 23
3. Financial statements ........................................................................... 24
Statement of profit or loss and other comprehensive income .............. 25
Statement of financial position ............................................................ 26
Statement of changes in equity ........................................................... 27
Statement of cash flows ...................................................................... 28
4. Notes to the financial statements ........................................................ 31
5. Directors’ declaration .......................................................................... 59
6.
Independent auditor’s report to the members of Cobre Limited ........... 61
7. ASX additional Information .................................................................. 66
General information
The financial statements cover
Cobre Limited as a consolidated
entity consisting of Cobre Limited
and the entities it controlled at the
end of, or during, the year. The
financial statements are presented in
Australian dollars, which is Cobre
Limited’s functional and presentation
currency.
Cobre Limited is a listed public
company limited by shares,
incorporated and domiciled in
Australia. Its registered office and
principal place of business is:
Level 10, Kyle House,
27 Macquarie Place,
Sydney NSW 2000
A description of the nature of the
consolidated entity’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 28
September 2023. The directors have
the power to amend and reissue the
financial statements.
ANNUAL REPORT 2023 | 1
Chairman’s
letter
Dear Shareholder,
On behalf of the Board of Directors of Cobre Limited (Cobre or Company) it is with great pleasure that I present to you
Cobre’s Annual Report for the 2023 Financial Year (FY23). FY23 was a transformational year for the Company with
exploration success in Botswana providing a clear pathway to unlocking a new copper district in the highly regarded,
underexplored, Kalahari Copper Belt (KCB).
Cobre’s Botswana Projects remains a key focus and the Company has achieved important milestones over the last
financial year to advance its strategy in the KCB. Our exploration efforts have been focused on advancing targets along
the Ngami Copper Project (NCP) and the neighbouring Kitlanya West Project (KITW) in the KCB. We are proud to report
that our drill programmes and soil sampling activities have yielded significant results.
At NCP, our 2023 drill program successfully tested new targets with consistent copper-silver mineralisation intersected
over extensive strike lengths along with several high-grade intersections. Modelling results estimate the project has a
scale of between 103 and 166Mt @ 0.38 to 0.46% Cu1 with significant additional untested blue-sky potential along with
approximately 32Moz of associated silver credits. Importantly the mineralisation and hydrogeological setting make this
project a prime candidate for an in-situ copper recovery process (ISCR), which, if proven successful, would provide an
effective mining method at the bottom of the global cost curve with a low environmental footprint.
At KITW soil sampling programmes have identified a number of multielement geochemical anomalies which have been
successfully tested with a substantial air core and shallow reverse circulation programme which has recently been
completed. Results demonstrate the potential for new copper-silver discoveries on this extensive project.
1 At this stage the results are in an exploration target category. The estimates of tonnage and grade are conceptual in nature,
there has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the
estimation of a Mineral Resource.
2 | COBRE LIMITED
WWW.COBRE.COM.AU
Our ongoing airborne gravity gradient survey, conducted in collaboration with Sandfire Resources Limited, is nearing
completion with results expected to assist with target generation on both NCP and KITW along with our Kitlanya East
(KITE) project which is located adjacent to Sandfire’s Motheo Production Hub.
Upcoming work programmes, focussed on proving the viability of ISCR, include active pump testing scheduled to start in
Q4 of 2023. In addition, collation and interpretation of results at KITW is in progress with results expected to generate a
number of priority targets for diamond drill testing in Q1 2024.
On the corporate front, we have achieved several milestones. We successfully raised funds through placements and a
Share Purchase Plan, exceeding our targeted amount, totalling $12 million, to support advanced exploration in the KCB.
Notably, we acquired the remaining 49% interest of Kalahari Metals Limited (KML), giving us 100% ownership and
enabling us to fully exploit the exploration potential of our license package in Botswana.
Cobre’s vision is to explore and discover new copper deposits to fuel the decarbonisation revolution the world is
currently encountering. Without new greenfield discoveries, the world would not be able to keep up with the raw metals
required to drive this necessary paradigm shift. The Company has a clear pathway to discovering new copper assets,
both through our active exploration programmes, and ISCR process which provides a unique potential development
opportunity.
I would like to take this opportunity to thank the Company’s loyal shareholders and key stakeholders for their ongoing
support, and who have all contributed to establishing and supporting Cobre on its path towards delivering success, with
the ultimate aim of making a major copper discovery.
I would also like to thank my fellow directors, technical and operations teams on the ground for their tremendous efforts
during what has been Cobre’s most rewarding year to date. We look forward to another year of continued exploration
success.
Yours faithfully,
Martin Holland
Co-Founder, Executive Chairman
ANNUAL REPORT 2023 | 3
DIRECTORS' REPORT
1
4 | COBRE LIMITED
4 | COBRE LIMITED
WWW.COBRE.COM.AU
WWW.COBRE.COM.AU
1.
Directors’
report
The Directors present their report, together with the financial statements, on the Consolidated Entity (referred to hereafter as the
‘Consolidated Entity’) consisting of Cobre Limited (referred to hereafter as the ‘Company’ or ‘Parent Entity’) and the entities it
controlled at the end of, or during, the year ended 30 June 2023.
DIRECTORS
The following persons were directors of Cobre Limited during the whole of the financial year and up to the date of this report, unless
otherwise stated:
Martin Christopher Holland – Executive Chairman
Dr Ross McGowan – Non-Executive Director
Michael McNeilly - Non-Executive Director
Andrew Sissian – Non-Executive Director
Michael Addison – Non-Executive Director
PRINCIPAL ACTIVITIES
The principal activities of the Consolidated Entity during the financial year included advanced exploration over Cobre’s 100%-owned
assets in the Kalahari Copper Belt (KCB), Botswana which spans across an extensive licenced area of 5,393km2, prospective for
sedimentary hosted copper-silver mineralisation.
During the year Cobre also continued to evaluate the assets held by its 100%-owned subsidiary Toucan Gold Pty Ltd (Toucan),
primarily at the Perrinvale Project, which covers 327km2 of the Panhandle and Illaara Greenstone Belts in Western Australia. The
Company also continued to incur exploration expenditure under the Sandiman Farm-in Agreement with GTTS Generations Pty Ltd.
The Sandiman Tenement is located in the Gascoyne Province, in Western Australia and spans across 202km 2 on the eastern edge of
the Carnarvon Basin.
Cobre also holds a 14.43% investment interest in ASX-listed Armada Metals Limited (ASX: AMM, Armada Metals) which continued to
perform exploration activities over the reporting period. Armada holds two exploration licences prospective for magmatic Ni-Cu
sulphides in Gabon covering a total area of 2,725km2.
DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
REVIEW OF OPERATIONS
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $1,740,209 (30 June 2022:
$5,385,806).
5 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Botswana
The Company's drill programs, and soil sampling activities yielded significant results. At NCP, the February 2023 drill
program successfully tested new targets and potential high-grade zones within drill-proven areas. The planned 5,000m
program was completed ahead of schedule and within budget, with consistent copper-silver mineralization intersected over
extensive strike lengths. Structurally controlled high-grade intersections from the 2022 drill programme include; 9.3m @
3.4% Cu and 30g/t Ag and 10.7m @ 1.3% Cu and 18 g/t Ag.
Soil sample interpretation at Kitlanya West (KITW) Project identified multi-element geochemical anomalies associated with
copper-silver mineralisation, further highlighting the project's potential. Follow-up soil sampling is underway at KITW to test
the lateral extent of soil anomalies was completed in August 2023. A 12,000m AC and RC drill programme at KITW
commenced during Q2 2023, designed to test a variety of contact and fold targets for Cu-Ag mineralisation, has recently
been completed with several compelling copper anomalies identified.
In addition, an 8,778 km Airborne Gravity Gradient (AGG) survey, being undertaken collaboratively with ASX-listed
Sandfire Resources Limited (ASX: SFR, Sandfire), commenced during the Q2 20223 reporting period, with results
expected to assist with both regional and local target generation over a large portion of the KCB.
6 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Western Australia
During the year, the Company announced the maiden Mineral Resource Estimate (MRE) for the Schwabe Prospect on
the Company’s wholly owned Perrinvale Volcanic Hosted Massive Sulphide (VHMS) Project in Western Australia;
➢ Maiden JORC-2012 Indicated and Inferred Mineral Resource Estimate for Schwabe estimated at: 272 Kt at 1.6
% Cu, 1.2 % Zn, 0.04 % Co, 0.04 % Pb, 6.3 g/t Ag & 0.4 g/t Au; and
➢ Contained metal: 4,240 t Cu, 3,360 t Zn, 90 t Co, 103 t Pb, 54,890 oz Ag & 3,670 oz Au3.
Active Investment
Cobre holds a ~14% equity stake in Armada Metals Limited (ASX: AMM). Armada holds 100%-ownership of two
exploration licences prospective for magmatic Ni-Cu sulphides situated in Gabon. Covering a total area of 2,725km2, the
licence holding presents a frontier district-scale exploration opportunity. In addition, subsequent to the end of the
reporting period, Armada announced the signing of a binding term sheet to acquire an 80% controlling interest in the
Bend Nickel Project in Zimbabwe, with drilling expected to commence in Q3 2023.
7 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
CORPORATE
Cobre achieved significant milestones on the corporate front during the year. Cobre successfully completed a A$7 million
placement in August 2022 and a further A$5 million Placement in December 2022, including a subsequent receipt of
~A$2,9M via an oversubscribed Share Purchase Plan (SPP) completed in January 2023, to accelerate advanced
exploration in the KCB, Botswana.
Additionally, Cobre secured its position as the second largest landholder in the KCB by acquiring the remaining 49%
interest of Kalahari Metals Limited (KML) and Triprop Holdings Ltd, giving it 100% ownership of its Botswana projects.
Cobre is now able to fully exploit the exploration potential of the extensive 5,393km² license package in Botswana (refer
announcements on 30 November 2022 and 27 February 2023).
Resolutions proposed during the Extraordinary General Meeting, held on 24 March 2023, were approved by
shareholders, including the second tranche of the capital raising announced in December 2022.
Cobre's CEO and Executive Chairman attended a number of conferences throughout the year further showcasing the
company's potential.
Cobre's exploration efforts throughout the year have yielded promising results, with significant copper-silver targets
identified. The company's focus on unlocking the district-scale potential of the KCB has been supported by successful
fundraising activities and strategic collaborations.
Some of the key achievements are outlined in a selection of Cobre’s more significant ASX announcements across FY23
as detailed below.
Date
14 Jun 2023
16 May 2023
5 Apr 2023
27 Feb 2023
1 Feb 2023
19 Jan 2023
19 Dec 2022
14 Dec 2022
8 Dec 2022
5 Dec 2022
30 Nov 2022
28 Oct 2022
24 Oct 2022
21 Sep 2022
9 Sep 2022
30 Aug 2022
18 Aug 2022
16 Aug 2022
9 Aug 2022
4 Aug 2022
3 Aug 2022
1 Aug 2022
27 Jul 2022
6 Jul 2022
Key Announcement
Positive Assays Reveal Large Scale Copper Potential at Ngami
Assays Significantly Extend Cu-Ag Mineralisation in Botswana
Perrinvale VHMS Project - Maiden Mineral Resource
Cobre Completes 100% Acquisition of Triprop Holdings
Assay Results Confirm Regional Multi-Target Copper District
Share Purchase Plan Closes Oversubscribed
$5M Placement to Accelerate Exploration in Botswana
Cobre and Sandfire Resources Sign Collaboration Agreement
Cobre Appoints New Chief Executive Officer
Thick High-Grade Copper Assay Results at Ngami
Cobre Completes Acquisition of 100% of Kalahari Metals
Discovery of High-Grade Copper Zone at Comet Target, Ngami
New Copper Zone Intersected at the Ngami Copper Project
Assay Results Confirm Significant Cu Mineralisation at Ngami
Significant Further Copper Mineralisation Intersected
Vertical Continuity of Cu Mineralisation Confirmed at Ngami
Botswana Renewal Approved
Additional Significant Copper Intersection at Ngami Project
Stage 1 Infill Drilling Commences at Ngami Copper Project
$7m Placement to Capitalise on Early Exploration in Botswana
Third Drill Hole Intersects Further Copper Mineralisation
Significant New Copper Intersection at Ngami Copper Project
Significant New Copper Discovery at the Ngami Copper Project
Advanced Exploration Drilling Commenced in Botswana
8 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
On 30 November 2022, the Company completed acquisition of the remaining 49% of KML. The consideration for the
acquisition was GBP $750,000 (AU$ 1,343,698) and 4,632,155 fully paid ordinary shares valued at $1,065,395, plus
transaction costs of $278,303.
On 30 November 2022, subsequent to the purchase of the above increase in ownership in KML, the Company
increased its stake in Triprop Holdings (Pty.) Ltd from 51% to 80% through the exercise of a call option held by KML.
The consideration for this was 447,900 fully paid ordinary shares in Cobre Limited valued at $103,017.
On 27 February 2023, the Company increased its stake in Triprop Holdings (Pty) Ltd from 80% to 100% through the
exercise of a call option which the strike price is at fair value. The consideration for this was 3,001,300 fully paid
ordinary shares valued at $360,156, plus transaction costs of $17,649.
There were no other significant changes in the state of affairs of the Consolidated Entity during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Consolidated Entity will continue to focus on exploration, evaluation and development activities at the tenement
package held by wholly owned subsidiaries Kitlanya Ltd and Triprop Holdings Ltd in Botswana, with a large scale soil
sampling programme recently completed on the KITW project along with a 12,000m shallow RC scout programme.
Results from these two programmes will be combined with airborne gravity gradient data to prioritise a set of drill
targets.
Importantly the Company recently released results from a modelling exercise over NCP which provided an Exploration
Category Target estimate of between 103 and 166Mt @ 0.38 to 0.46% Cu along the southern anticlinal structure
demonstrating the significant scale of this project for an in-situ copper recovery process. The potential for in-situ
copper recovery is supported by a high-level hydrogeological study, fracture study and metallurgical test work.
Ongoing work will include an active pump test to demonstrate the viability of an in-situ copper recovery process along
with further metallurgical test work designed to optimise copper recoveries.
Cobre will also continue exploration at Perrinvale in Western Australia, with a planned mapping and sampling
programme planned for the last quarter of 2023.
Finally, the Company will continue ongoing support of its investment in Armada Metals which is advancing its
exploration programs at the Nyanga Magmatic Ni-Cu Project in Gabon and Bend Ni-Cu project in Zimbabwe.
Subsequent to the end of the year, Cobre participated in the non-renounceable pro rata entitlement offer announced
by Armada Metals announced on 21 September 2023 by maintaining its pro rata position with an investment of
$300,000.
BUSINESS RISKS
The consolidated entity's significant business risks are summarised below:
➢ Geological risk related to our exploration activities which are inherently high risk. The risk factor here is
higher for the early stage exploration targets such as the targets on Kitlanya West which have a higher risk-
reward profile vs the more advanced target on the Ngami Copper Project where the risk profile is more
related to engineering and hydrogeological variables.
➢ Risk related to general market conditions which add pressure on future project value and access to capital.
➢
Jurisdictional risk is considered low given the positive mining investment environment in Botswana.
9 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
ENVIRONMENTAL REGULATION
The Consolidated Entity holds interests in a number of exploration tenements. The various authorities granting such
tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it
under those terms of the tenement. There have been no known breaches of the tenement conditions and no such
breaches have been notified by any government agency during the year 30 June 2023. Relevant renewals to
environmental management plans have been submitted to the necessary government departments.
Executive Chairman, Martin Holland, pictured with CEO, Adam Wooldridge, and the RES exploration team.
INFORMATION ON DIRECTORS
Name:
Title:
Experience
and expertise:
Other current
directorships:
Former directorships
(last 3 years):
Martin Holland
Executive Chairman
Mr Holland is a co-founder of Cobre. Mr Holland has over 12 years of M&A and corporate
finance experience focused on the mining sector. Mr Holland was the founder and CEO of
Lithium Power International (LPI:ASX) from 2015 to 2018. Mr Holland is the Chairman of
Sydney based investment company, Holland International Pty Ltd, which has strong
working relationships with leading institutions and banks across the globe.
Armada Metals Limited (ASX: AMM)
OzAurum Resources Limited (ASX: OZM) (resigned January 2023)
Interests in shares:
12,916,931 fully paid ordinary shares
Interests in options:
13,175,000 options over ordinary shares
10 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Name:
Title:
Andrew Sissian
Non-Executive Director since 1 July 2022 (prior to that held role as Finance Director)
Qualifications:
Mr Sissian is a CPA and holds a Masters of Accounting and a Bachelor of Commerce.
Experience
and expertise:
Mr Sissian is a co-founder of Cobre. Mr Sissian has extensive experience in corporate
finance as a technology and finance executive, advisor and investor. Mr Sissian has
worked with Wilsons and the National Australia Bank, in both Australia and Shanghai,
focused on institutional banking and acquisition finance. Mr Sissian is the CEO of ‘Internet
of Things’ company, Procon Telematics Pty Ltd.
Other current
directorships:
Former directorships
(last 3 years):
Nil
Nil
Interests in shares:
5,015,719 fully paid ordinary shares
Interests in options:
6,437,000 options over ordinary shares
Name:
Title:
Qualifications:
Experience
and expertise:
Michael Addison
Non-Executive Director
He is a former Rhodes Scholar, has an Oxford University postgraduate degree in
Management Studies and is a Fellow of the Australian Institute of Management.
Mr Addison has a long history of involvement in the Australian and international mining
industry, having been instrumental in the founding of two former ASX-listed Australian
mining exploration and development companies: Endocoal Limited (formerly as Atlas Coal
Limited) and Carabella Resources Limited. Mr Addison has also held previous positions
on the Boards of three other ASX-listed resource companies (Stratum Metals Limited,
Intra Energy Limited and Frontier Diamonds Limited) and two unlisted public resource
companies (Scott Creek Coal Limited and Northam Iron Limited). He was most recently a
founding director of ASX-listed Genex Power Limited, a company focused on the
origination and development of innovative clean energy generation and electricity storage
solutions across Australia. Mr Addison has deep expertise in the management and
running of listed companies and an intimate working knowledge of the regulatory, legal
and governance environments in which listed companies operate.
Other current
directorships:
Nil
Former directorships
(last 3 years):
Genex Power Limited (ASX: GNX) (resigned October 2021)
Interests in shares:
1,062,500 fully paid ordinary shares
Interests in options:
1,000,000 options over ordinary shares
11 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Name:
Title:
Qualifications:
Experience
and expertise:
Michael McNeilly
Non-Executive Director
Mr McNeilly studied Biology at Imperial College London and has a BA in Economics
from the American University of Paris.
Michael is the Chief Executive Officer of Strata Investments Holdings PLC (ASX:SRT)
and a nominee Director of Cobre appointed by Strata Investments. As a nominee non-
executive director of MOD Resources Limited (previously ASX:MOD), he was actively
involved in the Sandfire Resources NL (ASX:SFR) recommended scheme offer for MOD
Resources which saw Strata Investments receive circa 6.3 million shares in SFR. Mr
McNeilly resigned from the Board of MOD as part of the scheme of arrangement. Mr
McNeilly has formerly been a non-executive director of Greatland Gold plc (AIM:GGP)
and a non-executive director at Arkle Resources plc (AIM:ARK). Mr McNeilly serves as a
director on numerous of SRT’s investment and subsidiary entities. Mr McNeilly previously
worked as a corporate financier with both Allenby Capital and Arden Partners Limited
(AIM:ARDN) as well as a corporate executive at Coinsilium (NEX:COIN) where he
worked with early stage blockchain focussed start-ups.
Other current
directorships:
Armada Metals Limited (ASX: AMM) and Strata Investments Holdings PLC (ASX: SRT)
Former directorships
(last 3 years):
Nil
Interests in shares:
Nil
Interests in options:
1,500,000 options over ordinary shares
Name:
Title:
Qualifications:
Experience
and expertise:
Other current
directorships:
Dr Ross McGowan
Non-Executive Director (appointed 22 June 2022)
Dr McGowan is a Fellow of the Geological Society of London and a Fellow of the Society
of Economic Geologists.
Dr McGowan founded the Resource Exploration & Development Group and has over
20 years of academic, technical and corporate experience in mining exploration in Africa.
Ross was a co-recipient of the 2015 PDAC Thayer Lindsley Award for an international
Mineral Discovery for Kamoa.
Armada Metals Limited (ASX: AMM)
Former directorships
(last 3 years):
Nil
Interests in shares:
4,000,000 fully paid ordinary shares
Interests in options:
Nil
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
12 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
COMPANY SECRETARY
Justin Clyne is a qualified Chartered Company Secretary and Member of the Australian Institute of Company Directors.
Justin Clyne was admitted as a Solicitor of the Supreme Court of New South Wales and High Court of Australia in 1996
before gaining admission as a Barrister in 1998. He had 15 years of experience in the legal profession acting for a
number of the country's largest corporations, initially in the areas of corporate and commercial law before dedicating
himself full-time to the provision of corporate advisory and company secretarial services. Justin has been a director
and/or secretary of a number of public listed and unlisted companies. He has significant experience and knowledge in
international law, the Corporations Act, the ASX Listing Rules and corporate regulatory requirements generally.
MEETINGS OF DIRECTORS
The number of meetings of the company’s Board of Directors (‘the Board’) held during the year ended 30 June 2023,
and the number of meetings attended by each director were:
Martin Holland
Andrew Sissian
Michael Addison
Michael McNeilly
Ross McGowan
Full Board
Attended
Held
8
8
8
7
7
8
8
8
8
8
Held: represents the number of meetings held during the time the director held office.
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity,
in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
➢ Principles used to determine the nature and amount of remuneration
➢ Details of remuneration
➢ Service agreements
➢ Share-based compensation
➢ Additional information
➢ Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity’s and company’s executive reward framework is to ensure reward for
performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the
achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best
practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good
reward governance practices:
➢ competitiveness and reasonableness
➢ acceptability to shareholders
➢ alignment of executive compensation
➢
transparency
13 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
The board is responsible for determining and reviewing remuneration arrangements for its directors and executives. The
performance of the consolidated entity and company depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
The reward framework is designed to align executive reward to shareholders’ interests. The Board have considered
that it should seek to enhance shareholders’ interests by:
➢ having economic profit as a core component of plan design
➢
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and
delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers
of value
➢ attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives’ interests by:
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
➢
➢
➢ providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Non-executive directors’ fees are paid within an aggregate limit which is approved by the shareholders from time to
time. Retirement payments, if any, are agreed to be determined in accordance with the rules set out in the Corporations
Act at the time of the directors retirement or termination.
ASX listing rules requires that the aggregate non-executive directors’ remuneration shall be determined periodically by a
general meeting. The shareholders have approved an aggregate remuneration of $400,000.
Executive remuneration
In determining the level and make-up of executive remuneration, the Board negotiates a remuneration to reflect the
market salary for a position and individual of comparable responsibility and experience. Remuneration is regularly
compared with the external market by participation in industry salary surveys and during recruitment activities generally.
If required, the board may engage an external consultant to provide independent advice in the form of a written report
detailing market levels of remuneration for comparable executive roles.
➢ base pay and non-monetary benefits
➢
share-based payments
The combination of these comprises the executive’s total remuneration.
Use of remuneration consultants
The company has not made use of remuneration consultants during the current or prior year.
Share based remuneration
During the prior year key management personnel have received options as part of their remuneration. The options issued
during the current and prior year were approved by shareholders at a general meeting of the company. The company
does not have a formalised employee share option plan in place. The issuance of share based remuneration is at the full
discretion of the board and 1,000,000 options were issued to Adam Wooldridge during the year.
Voting and comments made at the company’s 30 November 2022 Annual General Meeting (‘AGM’)
At the 22 November 2022 AGM, 99.68% of the votes received supported the adoption of the remuneration report for the
year ended 30 June 2022. The company did not receive any specific feedback at the AGM regarding its remuneration
practices.
14 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash bonus
$
Non-
monetary
Super-
annuation
Long service
leave
Equity- settled
2023
Non-Executive Directors:
Michael Addison
Michael McNeilly
Ross McGowan
Andrew Sissian
50,000
50,000
50,000
50,000
Executive Directors:
Martin Holland
240,000
Other Key Management
Personnel
Adam Woolridge *
130,667
570,667
–
–
–
–
–
–
–
* Appointed Chief Executive Officer on 8 December 2022.
2022
Non-Executive Directors:
Michael Addison
Michael McNeilly
Ross McGowan
Executive Directors:
Martin Holland
Andrew Sissian
72,000
72,000
1,250
288,000
177,999
611,249
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
25,200
–
25,200
–
–
–
28,800
-
28,800
$
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
$
50,000
50,000
50,000
50,000
265,200
$
–
–
–
–
–
97,113
227,780
97,113
692,980
–
–
–
–
–
–
72,000
72,000
1,250
316,800
177,999
640,049
15 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
2023
2022
2023
2022
2023
2022
Fixed remuneration
At risk – STI
At risk – LTI
Non-Executive Directors:
Michael Addison
Michael McNeilly
Ross McGowan
Andrew Sissian
Executive Directors:
Martin Holland
Andrew Sissian
Other Key Management
Personnel:
Adam Woolridge
100%
100%
100%
100%
100%
100%
100%
–
–
–
100%
100%
57%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
43%
–
–
–
–
–
–
16 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Martin Holland
Executive Chairman
Agreement commenced: 21 November 2019
Term of agreement:
Mr Holland’s annual remuneration package under the Executive Services Agreement is
$240,000 plus statutory superannuation. Unless terminated by either party at an earlier
date, the Executive Services Agreement will automatically terminate on the date that is
three years after the date of Admission.
Name:
Title:
Andrew Sissian
Non-Executive Director
Agreement commenced: 21 November 2019
Term of agreement:
The Non-Executive Director will be paid an annual director’s fee of $50,000 (plus GST if
applicable) under the agreement. No additional retirement or termination payment will be
made on termination of the agreement.
Name:
Title:
Michael Addison
Non-Executive Director
Agreement commenced: 25 November 2019
Term of agreement:
The Non-Executive Director will be paid an annual director’s fee of $50,000 (plus GST if
applicable) under the agreement. No additional retirement or termination payment will be
made on termination of the agreement.
Name:
Title:
Michael McNeilly
Non-Executive Director
Agreement commenced: 6 November 2019
Term of agreement:
The Non-Executive Director will be paid an annual director’s fee of $50,000 (plus GST if
applicable) under the agreement. No additional retirement or termination payment will be
made on termination of the agreement.
17 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Name:
Title:
Dr Ross McGowan
Non-Executive Director
Agreement commenced: 22 June 2022
Term of agreement:
The Non-Executive Director will be paid an annual director’s fee of $50,000 (plus GST if
applicable) under the agreement. No additional retirement or termination payment will be
made on termination of the agreement.
Name:
Title:
Term of agreement:
Adam Woolridge
Chief Executive Officer
The Chief Executive Officer will be paid an annual salary of $224,000 under the
agreement. He may also be paid a bonus or issued equity securities at the discretion of
the board.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Prior to the service arrangements being in place KMPs were paid consultant fees during the prior year in respect of
services provided for the IPO and other services to the company.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2023.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year, prior financial year or future reporting years are as follows:
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price
Fair value per option
at grant date
8 December 2022
8 December 2022
8 December 2025
$0.3300
$0.097
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price
Fair value per
option
at grant date
Adam Woolridge
1,000,000
8 December 2022
8 December 2022
8 December 2025
$0.3300
$0.097
Options granted carry no dividend or voting rights.
18 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Additional information
The earnings of the consolidated entity for the four years to 30 June 2023 are summarised below:
2023
$
2022
$
2021
$
2020
$
18 May 2018
to
30 June 2019
$
Loss after income tax
(1,745,845)
(5,385,806)
(2,747,597)
(1,988,417)
(150,210)
The factors that are considered to indicate management performance are summarised below:
Share price at financial year end ($)*
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
2023
2022
2021
2020
18 May 2018
to 30 June 2019
$
0.10
(0.72)
(0.72)
$
0.03
(3.26)
(3.26)
$
0.16
(2.40)
(2.40)
$
0.18
(2.93)
(2.93)
-
(1.79)
(1.79)
* On 29 January 2020, the company was admitted to the official list of the ASX with the trading of the Company’s shares
commencing on 31 January 2020.
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Martin Holland
Andrew Sissian
Michael Addison
Ross McGowan
Adam Wooldridge
Balance at the
start of the year
Held at
appointment
Additions
Disposals/
other
Balance at the
end of the year
11,616,931
4,849,052
1,062,500
4,000,000
–
–
–
–
1,300,000
166,667
–
–
–
4,763,128
200,000
21,528,483
4,763,128
1,666,667
–
–
–
–
–
–
12,916,931
5,015,719
1,062,500
4,000,000
4,963,128
27,958,278
19 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
Option holding
The number of options over ordinary shares in the company held during the financial year by each director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
Balance at
the start of
the year
Granted as
remuneration
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
Options over
ordinary shares
Martin Holland
Andrew Sissian
Michael Addison
Michael McNeilly
Adam Wooldridge
13,175,000
6,437,000
1,000,000
1,500,000
–
22,112,000
–
–
–
–
1,000,000
1,000,000
–
–
–
–
–
–
–
–
–
–
–
–
13,175,000
6,437,000
1,000,000
1,500,000
1,000,000
23,112,000
Loans to key management personnel and their related parties
There are no loans to key management personnel and their related parties.
This concludes the remuneration report, which has been audited.
SHARES UNDER OPTION
Unissued ordinary shares of Cobre Limited under option at the date of this report are as follows:
Grant date
Expiry date
Exercise price
Number under option
24 September 2019
29 November 2019
6 April 2021
14 December 2021
8 December 2022
24 September 2024
24 September 2024
6 April 2026
30 November 2024
8 December 2025
$0.2000
$0.2000
$0.3350
$0.3350
$0.3300
12,113,500
500,000
11,500,000
2,500,000
1,000,000
27,613,500
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue
of the company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Cobre Limited issued on the exercise of options during the year ended 30 June 2023
and up to the date of this report.
INDEMNITY AND INSURANCE OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of
the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
20 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
INDEMNITY AND INSURANCE OF AUDITOR
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young, as part of the terms of its
audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment
has been made to indemnify Ernst & Young during or since the financial year.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking
responsibility on behalf of the company for all or part of those proceedings.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the
auditor are outlined in note 18 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 18 to the financial statements do not compromise
the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
•
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board,
including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for
the company, acting as advocate for the company or jointly sharing economic risks and rewards.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS
OF ERNST & YOUNG
There are no officers of the company who are former partners of Ernst &Young.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set
out immediately after this directors’ report.
AUDITOR
Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Martin Holland
Executive Chairman
28 September 2023
21 | COBRE LIMITED WWW.COBRE.COM.AU
DIRECTORS’ REPORT
2
22 | COBRE LIMITED
WWW.COBRE.COM.AU
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor’s independence declaration to the directors of Cobre Limited
As lead auditor for the audit of the financial report of Cobre Limited for the financial year ended 30
June 2023, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Cobre Limited and the entities it controlled during the financial
year.
Ernst & Young
Ryan Fisk
Partner
28 September 2023
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
3
24 | COBRE LIMITED
WWW.COBRE.COM.AU
Statement of profit or loss and 3.
other comprehensive income
For the year ended 30 June 2023
Other income
Interest revenue
Expenses
Corporate and administration expenses
Employee benefits expense
Share based payment expense
Depreciation and amortisation expense
Fair value loss on derivative financial asset
Share of equity accounted for losses
Impairment loss on investment in joint venture
Loss before income tax expense
Income tax
Loss after income tax expense for the year
Other comprehensive income
Note
4
5
27
8
8
6
Consolidated
2023
$
581,581
45,063
(1,479,258)
(358,533)
(97,113)
(1,402)
(24,298)
(420,885)
–
(1,754,845)
–
(1,754,845)
2022
$
249,886
783
(1,208,781)
(316,801)
–
(1,401)
(199,300)
(1,978,433)
(1,851,382)
(5,305,429)
(80,377)
(5,385,806)
Items that will not be reclassified subsequently to profit or loss
Loss on the revaluation of financial assets at fair value through
other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss
9
(243,116)
(241,129)
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Loss for the year is attribute to:
Non-controlling interest
Owners of Cobre Limited
Total comprehensive income of the year is attributable to:
Non-controlling interest
Owners of Cobre Limited
Basic earnings per share
Diluted earnings per share
26
26
921,436
678,320
(1,076,525)
(14,636)
(1,740,209)
(1,754,845)
(14,636)
(1,061,889)
(1,076,525)
Cents
(0.72)
(0.72)
31,763
(209,366)
(5,595,172)
–
(5,385,806)
(5,385,806)
15,564
(5,610,736)
(5,595,172)
Cents
(3.34)
(3.34)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
25 | COBRE LIMITED WWW.COBRE.COM.AU
FINANCIAL STATEMENTS
Statement of
financial position
As at 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other
Total current assets
Non-current assets
Receivables and deposits
Investments accounted for using the equity method
Financial assets at fair value through other comprehensive income
Derivative financial instruments
Property, plant and equipment
Exploration and evaluation
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Non-current liabilities
Borrowings
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to the owners of Cobre Limited
Non-controlling interest
Total equity
Note
7
8
9
10
11
12
13
14
Consolidated
2023
$
2022
$
5,764,076
149,886
52,453
2,730,000
27,067
39,374
5,966,415
2,796,441
20,000
501,943
516,343
-
2,506
24,493,406
20,000
808,515
759,459
24,298
3,908
14,264,558
25,534,198
15,880,738
31,500,613
18,677,179
726,594
726,594
405,926
405,926
-
1,877,887
-
726,594
1,877,887
2,283,813
30,774,019
16,393,366
40,903,253
1,866,833
(11,996,067)
22,354,279
786,312
(10,255,858)
30,774,019
12,884,733
-
3,508,633
30,774,019
16,393,366
The above statement of changes in equity should be read in conjunction with the accompanying notes.
26 | COBRE LIMITED WWW.COBRE.COM.AU
FINANCIAL STATEMENTS
Statement of
changes in equity
For the year ended 30 June 2023
Consolidated
$
$
$
Issued
capital
Reserves
Accumulated
losses
Non-
controlling
interest
$
Total
equity
$
Balance at 1 July 2021
Loss after income tax benefit for the year
Other comprehensive income for the year, net of tax
21,237,996
–
–
686,242
–
(224,930)
(4,870,052)
(5,385,806)
–
–
–
15,564
17,054,186
(5,385,806)
(209,366)
Total comprehensive income for the year
–
(224,930)
(5,385,806)
15,564
(5,595,172)
–
–
–
3,493,069
3,493,069
Non-controlling interest recognised on
Acquisition of Kalahari Metals Limited
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
(note 13)
Share based payments (note 27)
(325,000)
325,000 –
1,441,283
–
–
–
–
1,441,283
1,393,764
Balance at 30 June 2022
22,354,279
786,312
(10,255,858)
3,508,633
16,393,366
Consolidated
Balance at 1 July 2022
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Issued
capital
$
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total
equity
$
22,354,279
–
786,312
–
(10,255,858)
(1,740,209)
3,508,633 16,393,366
(1,754,845)
(14,636)
–
–
678,320
–
–
678,320
678,320
(1,740,209)
(14,636)
(1,076,525)
Contributions of equity, net of transaction costs
(note 13)
Share based payments
18,548,974
–
–
97,113
–
(3,188,909)
–
–
–
–
–
–
18,548,974
97,113
(3,188,909)
Consideration to increase ownership in
subsidiaries (note 14)
Derecognition of NCI on increase in ownership
interests
Balance at 30 June 2023
–
40,903,253
3,493,997
1,866,833
–
(11,996,067)
(3,493,997)
–
– 30,774,019
The above statement of changes in equity should be read in conjunction with the accompanying notes.
27 | COBRE LIMITED WWW.COBRE.COM.AU
FINANCIAL STATEMENTS
Statement of
cash flows
For the year ended 30 June 2023
Consolidated
Note
2023
$
2022
$
Cash flows from operating activities
Interest received
Other revenue
Payments to suppliers and employees (inclusive of GST)
45,063
56,101
(2,164,888)
783
87,843
(1,286,864)
Net cash used in operating activities
24
(2,063,724)
(1,198,238)
Cash flows from investing activities
Payments for exploration and evaluation
R&D tax offset received relating to exploration activities
Payments for investments in joint venture and associates
Contribution paid to joint venture
Payments for investments in listed entity - Strata Investments
Holdings PLC
Payments to increase stake in subsidiaries including
transactions costs
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares (note 13)
Share issue transaction costs
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
7
(7,915,821)
–
–
–
–
(1,660,342)
(1,157,181)
73,410
(1,532,057)
(2,009,003)
(1,000,000)
–
(9,576,163)
(5,624,831)
15,381,051
1,413,000
(707,088)
14,673,963
3,034,076
2,730,000
5,764,076
(6,455)
1,406,545
(5,416,524)
8,146,524
2,730,000
The above statement of cash flows should be read in conjunction with the accompanying notes.
28 | COBRE LIMITED WWW.COBRE.COM.AU
FINANCIAL STATEMENTS
ANNUAL REPORT 2023 | 29
4
30 | COBRE LIMITED
WWW.COBRE.COM.AU
4.
Notes to the
financial statements
NOTE 1. 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.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. The impact of their
adoption has not been material.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business
activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The consolidated entity
incurred a loss from ordinary activities after tax of $1,754,845 (2022: $5,385,806) for the year ended 30 June 2023, and had
cash out flows from operating activities of $2,063,724 (2022: $1,198,238).
The Directors have reviewed the cashflow forecasts prepared by management and believe that there are reasonable
grounds to believe that the Consolidated Entity will have sufficient cash to be able to continue as a going concern due to the
following factors:
•
As an ASX listed entity, the Consolidated Entity has the ability to raise equity and has a proven track
record of being able to raise capital when required;
• Results from the Kalahari Copper Belt exploration support the ability of the Consolidated Entity to raise
funds; and
•
The Consolidated Entity has the ability to defer discretionary operating and capital expenditures.
Accordingly, the Directors believe at the date of signing that the Consolidated Entity will be able to continue as a going
concern and that it is appropriate to adopt the going concern basis in the preparation of the financial statements. In the
event that the Consolidated Entity is unsuccessful in implementing the above-stated initiatives, a material uncertainty exists,
that may cast significant doubt on the Consolidated Entity's ability to continue as a going concern and its ability to realise its
assets and discharge its liabilities in the normal course of business and at the amounts shown in the financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be necessarily incurred should the company not
continue as a going concern.
31 | COBRE LIMITED WWW.COBRE.COM.AU
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
('IFRS') as issued by the International Accounting Standards Board ('IASB').
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 and derivative financial instruments.
Critical accounting estimates
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 consolidated entity’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.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only.
Supplementary information about the parent entity is disclosed in note 21.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Cobre Limited (‘company’ or
‘parent entity’) as at 30 June 2023 and the results of all subsidiaries for the year then ended. Cobre Limited and its
subsidiaries together are referred to in these financial statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity 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 consolidated entity. They are de-consolidated from the date that control
ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity 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 consolidated entity.
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.
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 consolidated entity.
Losses incurred by the subsidiary are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated entity 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
consolidated entity 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.
Asset acquisition accounting
The acquisition of Kalahari Metals Limited has been accounted for an asset acquisition because it was not deemed to
have been carrying on a business as the time that control was gained. The key principles applied in asset acquisition
accounting are:
•
the carrying value of the equity accounted for investment was deemed to be the cost of previously held
interest in investment in joint venture at the time that control was gained, and was allocated to the assets
and liabilities acquired;
32 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
•
The non-controlling interest is calculated based on the proportionate share of the consolidated book values of
the net assets of the subsidiary.
Operating segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for
the allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Cobre Limited’s functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign
exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The consolidated entity recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable
to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied
when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively
enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and that, at the time of the transaction, affects
neither the accounting nor taxable profits; or
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference
will not reverse in the foreseeable future.
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.
33 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
consolidated entity’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within
12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity’s normal operating cycle;
it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Trade and other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Derivative financial instruments
Derivatives are initially recognised at fair value and are subsequently remeasured to their fair value through the profit and
loss at each reporting date.
Derivatives are classified as current or non-current depending on the expected period of realisation.
Associates
Associates are entities over which the consolidated entity has significant influence but not control or joint control.
Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or
losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other
comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-
acquisition changes in the consolidated entity’s share of net assets of the associate. Goodwill relating to the associate is
included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.
Dividends received or receivable from associates reduce the carrying amount of the investment.
When the consolidated entity’s share of losses in an associate equals or exceeds its interest in the associate, including any
unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over the associate
and recognises any retained investment at its fair value. Any difference between the associate’s carrying amount, fair value
of the retained investment and proceeds from disposal is recognised in profit or loss.
34 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it’s carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the
financial asset represent contractual cash flows that are solely payments of principal and interest.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated
entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Plant and equipment
5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried
forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through
the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an
area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of
economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred
thereon is written off in the year in which the decision is made.
Research and development grants received in relation exploration and evaluation assets are offset against the carrying value
of the asset.
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form
a cash-generating unit.
35 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity 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. The
amounts are unsecured and are usually paid within 30 days of recognition.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are
subsequently measured at amortised cost using the effective interest method.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the period in which they are incurred.
Employee benefits
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the
impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend
yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine
whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or
loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of
the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is
recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is
treated as if they were a modification.
36 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Cobre Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted
average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
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.
37 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS,
ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax assets
have not been recognised because their realisation is not considered probable.
Exploration and evaluation costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial
production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources.
Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related
to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only
capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest.
Factors that could impact the future commercial production at the mine include the level of reserves and resources, future
technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the
extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which
this determination is made.
At each reporting date management review exploration assets for indicators of impairment in line with AASB 6 Exploration
for and Evaluation of Mineral Resources. Management have concluded that there were no indicators of impairment.
Investment in Kalahari Metals Limited (KML)
0n 14 December 2021, the company issued 445,368 fully paid ordinary share to increase its ownership interest from 49.99%
to 51%. Management reviewed the arrangement and determined that the company still had joint control of KML with its joint
venture partner, and the investment had been accounted for using the equity method, refer to note 8.
On 16 June 2022, the company announced that it had entered into an agreement to acquire the remaining 49% of KML, at
30 June 2022 however, the company's stake in KML remained at 51% at 30 June 2022.
However, in connection with the transaction, the parties agreed to temporarily amend the terms of the existing Shareholders’
Deed in respect of KML, for a period of 12 months following completion of the initial acquisition providing, among other
things, consolidated entity with sole control over KML's business plan and budget and allowing it to be solely responsible for
any capital and funding requirements during that time giving Cobre the practical ability to exercise its power over KML.
In addition, Strata Investments Investment Holdings PLC (formerly Metal Tiger PLC) agreed to waive its right to appoint
directors to the Board of KML (with limited rights to certain KML board matters) until expiry of the call option.
For the above reason the consolidated entity was deemed to have taken control of KML with effect from 16 June 2022, and it
was consolidated with effect from that date.
The 49% was acquired, in current year, in two equal tranches of £750,000 cash for the initial acquisition of 24.5% and
£750,000 in cash or shares of the company at the company’s election for the remaining 24.5% to be exercised within 12
months of the initial acquisition.
38 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 3. OPERATING SEGMENTS
Identification of reportable operating segments
The consolidated entity is organised into one operating segment: exploration for precious metals. This operating
segment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as
the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of
resources. Botswanan exploration only became a separate reportable segment during the current year.
Australia
$
Botswana
$
Total
$
Consolidated – 2023
Revenue
Sales to external customers
Interest revenue
Total Revenue
–
45,063
45,063
–
EBITDA
(1,696,878)
(56,566)
Depreciation and amortisation
(1,401)
–
Loss before income tax expense
(1,698,279)
(56,566)
Income tax expense
Loss after income tax expense
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
12,680,766
18,819,847
294,442
432,152
–
45,063
45,063
(1,753,444)
(1,401)
(1,754,845)
-
(1,754,845)
31,500,613
31,500,613
726,594
726,594
NOTE 4. OTHER INCOME
Net foreign exchange gain/(loss)
Other income
Management fee
Gain on loan from joint venture partner (note 12)
Share of total comprehensive income in associate (note 8)
Other income
Consolidated
2023
$
2022
$
(2,915)
56,102
-
414,081
114,313
581,581
187,745
-
62,141
-
-
249,886
39 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 5. EXPENSES
Loss before income tax includes the following specific expenses:
Corporate and administration expenses
Directors’ fees
Consultants and advisors
Other administration expenses
NOTE 6. INCOME TAX EXPENSE
Consolidated
2023
$
2022
$
200,000
630,502
648,756
289,250
603,714
315,817
1,479,258
1,208,781
Consolidated
2023
$
2022
$
Numerical reconciliation of income tax expense and tax
at the statutory rate
Loss before income tax expense
(1,754,845)
(5,305,429)
Tax at the statutory tax rate of 25%
(438,711)
(1,326,357)
Tax effect amounts which are not deductible/(taxable)
in calculating taxable income:
Equity accounted losses
Impairment loss on investment in joint venture
Gain on joint venture loan
Other non-deductible/non-assessable items (including share based
payment expense)
Current year temporary differences and tax losses not recognised
Income tax expense
76,643
-
(103,520)
13,179
452,409
-
494,608
462,846
-
86,093
363,187
80,377
Consolidated
2 2023 2022
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
Potential tax benefit @ 25%
11,464,658
2,866,165
8,990,301
2,247,575
The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax
losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business
test is passed.
The company's UK subsidiary Kalahari Metal Limited also has £5,119,304 ($9,765,226) of unused losses. The corporate
tax rate in the UK is 19%, resulting in unrecognised tax losses of £972,667 ($1,855,391).
40 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 7. CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Cash on deposit
Consolidated
2023
$
100
1,721,976
4,042,000
5,764,076
2022
$
100
2,729,900
-
2,730,000
NOTE 8. NON-CURRENT ASSETS – INVESTMENTS ACCOUNTED FOR
USING THE EQUITY METHOD
Consolidated
2023
$
2022
$
Investment in associate – Armada Metals Limited
501,943
808,515
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of
the current and previous financial year are set out below:
Opening carrying amount
Additions
Impairment of investment in KML joint venture
Derecognised upon gaining control of KML (note 2) and (note 10)
Share of equity accounted for losses
Share of total comprehensive loss in associate
Closing carrying amount
808,515
-
-
-
(420,885)
114,313
501,943
5,387,852
2,886,121
(1,851,382)
(3,635,643)
(1,978,433)
-
808,515
During the year, the loan from Strata Investment Holding PLC was settled in full upon the issue of 6,602,183 fully paid
ordinary shares valued at $1,518,502 (note 13). The loan had a fair value of $1,932,583 and gain of $414,081 has
been recognised in the statement of financial performance.
Prior to taking control on 15 June 2022, the consolidated entity contributed cash to the KML joint venture. This loan
was required to be recognise at fair value on initial recognition. Any difference between the cash contributed and the
fair value of the loan at initial recognition is recognised as investment in joint venture . This addition to the investment
in joint venture was impaired in the prior year with an expense of $1,851,382 recognised, refer to note 2, for further
details.
41 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Interests in associates
Interests in associates are accounted for using the equity method of accounting. Information relating to associates
that are material to the consolidated entity are set out below:
Name
Principal place of business /
Country of incorporation
Armada Metal Limited *
Australia
2023
%
14.42%
2022
%
14.42%
Ownership interest
* The company has a nominated board member on the Armada Metals Limited board, and therefore has significant
influence over the investment.
Summarised financial information
Summarised statement of financial position
Current assets
Non-current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue and other income
Expenses
Loss before income tax
Other comprehensive income
Total comprehensive income
Commitments
2023
$
2022
$
1,719,052
6,395,183
261,100
493,319
11,857,189
9,500,716
13,837,341
16,389,218
7,968,806
7,789,109
5,588
7,974,394
5,862,947
5,171
7,794,280
8,594,938
7,400
94
(1,523,121)
(3,211,650)
(1,515,721)
(3,211,556)
-
-
(1,515,721)
(3,211,556)
Under the share purchase agreement the consolidated entity assumed a liability in relation to a discovery bonus. Upon
initial recognition this was deemed to have a nominal value and will be reviewed at each reporting period.
42 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 9. NON-CURRENT ASSETS – FINANCIAL ASSETS AT FAIR VALUE
THROUGH OTHER COMPREHENSIVE INCOME
Consolidated
2023
$
2022
$
Shares in listed entity – Strata Investment Holdings Plc
516,343
759,459
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below:
Opening fair value
Additions
Revaluations
Closing fair value
759,459
-
(243,116)
516,343
80,965
1,000,000
(321,506)
759,459
NOTE 10. NON-CURRENT ASSETS – exploration and evaluation
Consolidated
2023
$
2022
$
Exploration and evaluation – at cost
24,493,406
14,264,558
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Consolidated
Balance at 1 July 2021
Additions
KML acquisition (note 2)
R&D tax incentive
Exchange differences
Balance at 30 June 2022
Additions
Exchange differences
Balance at 30 June 2022
Exploration
& Evaluation
$
4,229,648
976,640
9,000,529
(73,410)
131,151
14,264,558
9,104,550
1,124,298
24,493,406
As disclosed in note 2, during the prior year the company obtained control of Kalahari Metals.
43 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Below is a reconciliation of the exploration and evaluation asset recognised at the time that control was gained:
Value of equity accounted for asset when control gained
Fair value of Strata Investments loan
Foreign exchange gain recycled through profit and loss upon gain control
Non-controlling interest recognised
Other assets and liabilities acquired
3,635,643
1,859,443
21,355
3,493,069
(8,981)
9,000,529
NOTE 11. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
Trade payables
Directors' fee accrual
Other payables
Refer to note 16 for further information on financial instruments.
Consolidated
2 2023 2022
$
$
481,592
103,332
141,670
726,594
141,078
108,250
156,598
405,926
NOTE 12. NON-CURRENT LIABILITIES – BORROWINGS
Payable to Strata Investments Holdings PLC
Refer to note 16 for further information on financial instruments.
Consolidated
2023
$
-
2022
$
1,877,887
During the year, the loan from Strata Investment Holdings Plc was settled in full upon the issue of 6,602,183 fully paid
ordinary shares valued at $1,518,502. The loan had a fair value of $1,932,583 and gain of $414,081 has been recognised
in the statement of financial performance.
44 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 13. EQUITY – ISSUED CAPITAL
Consolidated
2023
Shares
2022
Shares
2023
$
2022
$
Ordinary shares – fully paid
286,910,995
165,407,010
40,903,253
22,354,279
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Shared issue to increase stake in KML to
51%
Issue of shares
Option issued as share issuance costs
(note 27)
Cost of capital raised
Balance
Issue of shares
Issue of shares – exercise of options
Issue of shares – exercise of options
Issue of shares to increase stake in KML
to 100%
Issue of shares to settle JV loan with
Strata Investments
Issue of shares to settle trade creditors
Issue of shares to increase stake in
Triprop from 51% 80%
Issue of shares
Issue of shares
Shares issued to increase Triprop stake to
100%
Issue of shares
Share issued to Botswana suppliers
Cost of capital raised
1 July 2021
156,649,877
21,237,996
14 December 2021
445,368
$0.0780
34,738
17 December 2021
8,311,765
$0.1700
1,413,000
-
-
$0.0000
(325,000)
$0.0000
(6,455)
30 June 2022
12 August 2022
31 August 2022
31 August 2022
30 November 2022
165,407,101
36,691,925
975,000
635,500
4,632,155
$0.1500
$0.3000
$0.2000
$0.2300
22,354,279
5,503,789
292,500
127,100
1,065,395
30 November 2022
6,602,183
$0.2300
1,518,502
30 November 2022
30 November 2022
2,956,800
447,900
30 November 2022
20 January 2023
24 February 2023
36,641,411
19,742,938
3,001,300
5 April 2023
23 June 2023
6,666,667
2,510,206
-
$0.1510
$0.2300
$0.1500
$0.1500
$0.1200
$0.1500
$0.1510
$0.0000
447,895
103,017
5,496,212
2,961,450
360,156
1,000,000
380,046
(707,088)
40,903,253
Balance
30 June 2023
286,910,995
45 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and
the company does not have a limited amount of authorised capital.
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.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current company’s share price at the time of the investment. The consolidated entity is not
actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in
order to maximise synergies.
The capital risk management policy remains unchanged from the 30 June 2022 Annual Report.
NOTE 14. EQUITY – RESERVES
Consolidated
2023
$
2022
$
Financial assets at fair value through other comprehensive income reserve
Foreign currency reserve
Share-based payments reserve
Acquisition reserve
(457,634)
937,635
2,587,701
(1,200,869)
(214,518)
16,199
2,490,588
(1,505,957)
1,866,833
786,312
Financial assets at fair value through other comprehensive income reserve
The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through
other comprehensive income.
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
46 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Acquisition reserve
Transactions involving non-controlling interests that do not result in the loss of control for the company are recorded in
the acquisition reserve. The acquisition reserve records the difference between the value of the non-controlling interest
and the consideration given or received.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Revaluation – net of tax
Foreign currency translation
Shared based payments
Balance at 30 June 2022
Revaluation – net of tax
Foreign currency translation
Share based payments
Derecognition of NCI on
increase in ownership
Consideration to increase
ownership in KML from 51% to
100% including transactions
costs *
Consideration to increase
ownership in Triprop from 51%
to 80% **
Consideration to increase
ownership in Triprop from 80%
to 100% ***
Foreign
currency
$
–
–
16,199
–
16,199
–
921,436
–
–
–
–
–
Acquisition
reserve
$
(1,505,957)
–
–
–
(1,505,957)
–
–
–
3,493,997
(2,708,087)
(103,017)
(377,805)
Financial
assets
$
26,611
(241,129)
–
–
(214,518)
(243,116)
–
–
Share based
payments
$
2,165,588
–
–
325,000
2,490,588
–
–
97,113
–
–
–
–
–
–
–
–
Total
$
686,242
(241,129)
16,199
325,000
786,312
(243,116)
921,436
97,113
3,493,997
(2,708,087)
(103,017)
(377,805)
Balance at 30 June 2023
937,635
(1,200,869)
(457,634)
2,587,701
1,866,833
* On 30 November 2022, the Company completed acquisition of the remaining 49% of KML. The consideration for the
acquisition was GBP $750,000 (AU$ 1,343,698) and 4,632,155 fully paid ordinary shares valued at $1,065,395, plus
transaction costs of $278,303.
** On 30 November 2022, subsequent to the purchase of the above increase in ownership in KML, the Company
increased its stake in Triprop Holdings (Pty.) Ltd from 51% to 80% through the exercise of a call option held by KML.
The consideration for this was 447,900 fully paid ordinary shares in Cobre Limited valued at $103,017.
*** On 27 February 2023, the Company increased its stake in Triprop Holdings (Pty) Ltd from 80% to 100% through the
exercise of a call option which the strike price is at fair value. The consideration for this was 3,001,300 fully paid
ordinary shares valued at $360,156, plus transaction costs of $17,649.
47 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 15. EQUITY – DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
NOTE 16. FINANCIAL INSTRUMENTS
Financial risk management objectives
The consolidated entity’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The
consolidated entity’s overall risk management program focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the financial performance of the consolidated entity.
Risk management is carried out by the board.
Market risk
Foreign currency risk
The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial liabilities at
the reporting date were as follows:
Consolidated
US dollars
Pound Sterling
Assets
Liabilities
2023
$
101,110
12,922
114,032
2022
$
1,317,997
759,459
2,077,456
2023
$
414,375
–
414,375
2022
$
1,877,887
–
1,877,887
AUD strengthened
AUD weakened
Consolidated – 2023
% change
Effect on
profit before
tax
US Dollars
Pound Sterling
10%
10%
31,326
(1,299)
Effect on
equity
31,326
(1,299)
Effect on
profit before
tax
% change
10%
10%
(31,326)
1,299
Effect on
equity
(3,126)
1,299
30,027
30,027
(30,027)
(1,827)
AUD strengthened
AUD weakened
Consolidated – 2022
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
US Dollars
Pound Sterling
10%
10%
55,989
(75,946)
55,989
(75,946)
10%
10%
(55,989)
75,946
Effect on
equity
(55,989)
75,946
(19,957)
(19,957)
19,957
19,957
48 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Price risk
The consolidated entity is exposed to price risk in relation to the investment that it holds in a listed entity.
Average price increase
Average price decrease
Consolidated – 2023
% change
Effect on
profit
before tax
Effect on
equity
% change
Effect on
profit
before tax
Effect on
equity
Shares in listed entity
20%
–
103,269
20%
–
(103,269)
Average price increase
Average price decrease
Consolidated – 2022
% change
Effect on
profit before
tax
Effect on
equity
% change
Effect on
profit before
tax
Effect on
equity
Shares in listed entity
20%
–
151,891
20%
–
(151,891)
Interest rate risk
The consolidated entity is not exposed to significant interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity’s receivable balances relate to GST receivable and security deposits. The
overall credit risk in relation to these is not material. The consolidated entity’s cash and cash equivalents are held with
highly creditworthy financial institutions and represent a low credit risk.
Liquidity risk
Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and
cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The consolidated entity manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual
and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity’s remaining contractual maturity for its financial liabilities. The tables
have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated – 2023
Non-interest bearing
Trade payables
Other payables
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
–
–
481,592
245,002
726,594
–
–
–
–
–
–
–
–
–
481,592
245,002
726,594
49 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Consolidated – 2022
Non-interest bearing
Trade payables
Other payables
Interest-bearing-fixed rate
–
–
141,078
264,848
–
–
–
–
–
–
2,633,833
2,633,833
–
–
–
–
Payable to Strata Investments
7.00%
–
Total non-derivatives
405,926
Remaining
contractual
maturities
$
141,078
264,848
2,633,833
3,039,759
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
NOTE 17. KEY MANAGEMENT PERSONNEL DISCLOSURES
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
2023
$
570,667
25,200
97,113
692,980
2022
$
611,249
28,800
-
640,049
50 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 18. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by Ernst &Young, the auditor
of the company, and its network firms:
Audit services – Ernst &Young
Audit or review of the financial statements
Other assurance services – Ernst &Young
Review of exploration tenement expenditure
Other services – Ernst and Young
Tax related services
Consolidated
2023
$
2022
$
129,885
90,000
-
129,885
8,000
98,000
18,054
53,293
NOTE 19. CONTINGENT LIABILITIES
Under the Strata Investments subscription letter dated 19 November 2019, the company will fully indemnify Strata
Investment Holdings PLC for any capital gains tax (or other tax) charge that it incurs on the disposal of the Pre-IPO
Shares following the offer, up to a capped aggregate amount of $30,000.
FMG Resources Pty Ltd retains a 2% net smelter royalty on any future metal production from tenements E29/929, 938
and 946.
Kalahari Metals Limited’s (KML) Kalahari Copper Project (KCP) licence holding comprises 11 prospecting licences are
subject to a 2% Net Smelter Royalty held by Strata Investment Holdings PLC.
There are no additional commitments or contingent liabilities held by the consolidated entity.
NOTE 20. RELATED PARTY TRANSACTIONS
Parent entity
Cobre Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 22.
Associates
Interests in associates are set out in note 8.
Key management personnel
Disclosures relating to key management personnel are set out in note 17 and the remuneration report included in the
directors’ report.
51 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
Transactions with related parties
The following transactions occurred with related parties:
Other income:
Management fee charged to joint venture – Kalahari Metals Limited
Payment for goods and services:
Payment for investor relations services provided by Maroela
Holdings Pty Ltd Tau Media Pty Ltd (entities related to Martin
Holland)
Other transactions:
Impairment of investment in joint venture*
Refer to note 8 for further details
Consolidated
2023
$
2022
$
-
62,141
53,340
24,000
-
1,851,382
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current receivables:
Trade payables to related to key management personnel
Fees payable to key management personnel
Loans to/from related parties
Consolidated
2023
$
-
12,498
2022
$
2,000
13,250
The following balances are outstanding at the reporting date in relation to loans with related parties:
Non–current borrowings:
Payable to Strata Holdings Investment PLC (note 12)
* Refer to note 8, for further details.
Consolidated
2023
$
2022
$
–
1,877,887
52 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 21. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Parent
2. 2023
$
2022
$
(1,705,440)
(5,388,109)
(1,705,440)
(5,388,109)
Parent
2 2023
$
2022
$
5,688,293
2,697,550
29,420,611
12,763,201
250,939
250,939
291,060
291,060
Issued capital
Financial assets at fair value through other comprehensive income reserve
Share-based payments reserve
Accumulated losses
40,903,253
(457,634)
2,587,701
(13,863,648)
22,354,279
(214,518)
2,490,588
(12,158,208)
Total equity
29,169,672
12,472,141
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
Cobre Limited has provided a guarantee in relation to the loan with Strata Investment Holding PLC, held by the
company’s subsidiary Kalahari Metals Limited. Refer to note 12.
Contingent liabilities
The parent entity had no contingent liabilities other than that disclosed in note 19.
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1,
except for the following:
•
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
53 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 22. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 1:
Name
Toucan Gold Pty Ltd
Cobre Kalahari Pty Ltd
Kalahari Metals Limited *
Kitlanya (Pty) Ltd *
Triprop Holdings Pty Ltd *
Principal place of
business/ Country of
incorporation
Australia
Australia
United Kingdom
Botswana
Botswana
Ownership interest
2022
%
100.00%
100.00%
100.00%
100.00%
100.00%
2021
%
100.00%
100.00%
51.00%
51.00%
51.00%
* During the year, the company increased its ownership stake in these subsidiaries to 100%, refer to note 14 .
NOTE 23. EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future
financial years.
54 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 24. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH
USED IN OPERATING ACTIVITIES
Loss after income tax (expense)/benefit for the year
(1,754,845)
(5,385,806)
Consolidated
2023
$
2022
$
Adjustments for:
Depreciation and amortisation
Share-based payments
Foreign exchange differences
Income tax benefit /(loss) on investments
Net fair value loss on derivative financial assets
Share of losses – associates and joint ventures
Impairment of investment in joint venture
Gain on loan from joint venture partner
Share of total comprehensive income in associate
Change in operating assets and liabilities:
Decrease in trade and other receivables
Increase in other operating assets
Increase in trade and other payables
Net cash used in operating activities
1,402
97,113
-
-
24,298
420,885
-
(414,081)
(114,313)
(122,819)
(13,079)
(188,285)
(2,063,724)
1,401
-
620
80,377
199,300
1,978,433
1,851,382
-
-
50,297
(11,524)
37,282
(1,198,238)
NOTE 25. NON-CASH INVESTING AND FINANCING ACTIVITIES
In the current year the company issued 8,081,335 fully paid ordinary shares valued at $1,528,568 to increase its
stake to 100% in a number of subsidiaries, refer to note 14, for further details.
The company also issued 4,632,155 fully paid ordinary shares valued at $1,065,395 to settle its loan with Strata
Investments, refer to note 12.
In the prior year, the company issued 445,368 fully paid ordinary shares to acquire an additional 1.01% of Kalahari
Metals Limited. The shares were valued at $0.078 a share totalling $34,738.
55 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
NOTE 26. EARNINGS PER SHARE
Loss after income tax attributable to the owners of Cobre Limited
Non-controlling interest
Loss after income tax attributable to the owners of Cobre Limited
Consolidated
2023
$
(1,754,845)
14,636
(1,740,209)
2022
$
(5,385,806)
-
(5,385,806)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
240,594,468
161,356,008
Weighted average number of ordinary shares used in calculating
diluted earnings per share
240,594,468
161,356,008
Basic earnings per share
Diluted earnings per share
Cents
Cents
(0.72)
(0.72)
(3.34)
(3.34)
At 30 June 2023, the company has 27,613,500 (2022: 29,249,000) options over ordinary shares on issue that there were
excluded in the calculations of diluted earnings per share because there were anti-dilutive.
NOTE 27. SHARE-BASED PAYMENTS
The company has issued unlisted options to the directors (or their nominee entities), the company secretary and lead
manager during the current and prior years. Set out below are summaries of options granted:
Consolidated
Number of
options
2023
Weighted
average
exercise price
2023
Outstanding at the beginning of the financial year
Granted
27,638,500
1,000,000
Forfeited
Expired
-
(1,025,000)
Outstanding at the end of the financial year
27,613,500
Exercisable at the end of the financial year
27,613,500
$0.2655
$0.3300
$0.0000
$0.3000
$0.2730
$0.2732
Number of
options
2022
26,749,000
2,500,000
(1,610,500)
-
27,638,500
27,638,500
Weighted
average
exercise price
2022
$0.2655
$0.3350
$0.2606
$0.0000
$0.2721
$0.2721
2023
Grant date
Expiry date
24/09/2019 23/09/2024
29/11/2019 23/09/2024
17/01/2020 16/01/2023
06/04/2021 06/04/2026
14/12/2021 30/11/2024
Exercise
price
$0.2000
$0.2000
$0.3000
$0.3350
$0.3350
Balance at the
start of the
year
12,113,500
500,000
1,025,000
11,500,000
2,500,000
08/12/2022 08/12/2025
$0.3300
–
1,000,000
27,638,500
1,000,000
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of the
year
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,025,000)
–
–
12,113,500
500,000
–
11,500,000
2,500,000
–
1,000,000
(1,025,000)
27,613,500
56 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
2022
Grant date
Expiry date
24/09/2019 23/09/2024
29/11/2019 23/09/2024
17/01/2020 16/01/2023
06/04/2021 06/04/2026
Exercise
price
$0.2000
$0.2000
$0.3000
$0.3350
Balance at the
start of the
year
12,749,000
500,000
2,000,000
11,500,000
Granted
Exercised
–
–
–
–
14/12/2021 30/11/2024
$0.3350
–
26,749,000
2,500,000
2,500,000
Expired/
forfeited/
other
Balance at
the end of the
year
–
–
–
–
–
–
(635,000)
–
(975,000)
–
12,114,000
500,000
1,025,000
11,500,000
–
2,500,000
(1,610,000)
27,639,000
Weighted average exercise price
$0.2655
$0.3000
$0.0000
$0.2606
$0.2715
The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.74 years
(2022: 2.74 years)
For the options granted during the current and prior financial year, the valuation model inputs used to determine the fair
value at the grant date, are as follows:
Grant date
Expiry date
24/09/2019 24/09/2024
29/11/2019 24/09/2024
17/01/2020 31/01/2023
06/04/2021 06/04/2026
14/12/2021 30/11/2024
08/12/2022 08/12/2025
Share price at
grant date
Exercise price
$0.0758
$0.1500
$0.1500
$0.2350
$0.2200
$0.1950
$0.2000
$0.2000
$0.3000
$0.3350
$0.3350
$0.3300
Expected
volatility
100.00%
100.00%
100.00%
95.00%
115.00%
95.00%
Dividend yield
Risk-free
interest rate
Fair value at
grant date
–
–
–
–
–
–
0.75%
0.74%
1.10%
0.67%
0.10%
3.07%
$0.045
$0.104
$0.070
$0.121
$0.130
$0.097
A total share based payment expense of $97,113 has been recognised during the financial year. In addition options
valued at $325,000 were included as a cost of capital raised.
Shares issued to suppliers
On 30 November 2022, the company issued 2,956,800 fully paid ordinary shares valued at 15.1 cents per shares to
trade creditors. The total value of shares issued was $447,895.
On 23 June 2023, the company issued 2,510,206 fully paid ordinary shares valued at 15.1 cents per shares to trade
creditors. The total value of shares issued was $380,046.
57 | COBRE LIMITED WWW.COBRE.COM.AU
NOTES TO THE FINANCIAL STATEMENTS
5
58 | COBRE LIMITED
WWW.COBRE.COM.AU
58 | COBRE LIMITED WWW.COBRE.COM.AU
5.
Directors’
declaration
In the directors’ opinion:
•
•
•
•
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity’s financial
position as at 30 June 2023 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Martin Holland
Executive Chairman
28 September 2023
ANNUAL REPORT 2023 | 59
6
60 | COBRE LIMITED
WWW.COBRE.COM.AU
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the members of Cobre Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Cobre Limited (the “Company”) and its subsidiaries
(collectively the “Consolidated Entity”), which comprises the consolidated statement of financial
position as at 30 June 2023, the consolidated statement of comprehensive income, consolidated
statement of changes in equity and consolidated statement of cash flows for the year then ended,
notes to the financial statements, including a summary of significant accounting policies, and the
directors’ declaration.
In our opinion, the accompanying financial report of the Consolidated Entity is in accordance with
the Corporations Act 2001, including:
a. Giving a true and fair view of the consolidated financial position of the Consolidated Entity as at
30 June 2023 and of its consolidated financial performance for the year ended on that date;
and
b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the
financial report section of our report. We are independent of the Consolidated Entity in accordance
with the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of
Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which describes the principal conditions that
raise doubts about the Consolidated Entity’s ability to continue as a going concern. These events or
conditions indicate that a material uncertainty exists that may cast significant doubt on the
Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial report of the current year. These matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, but we
do not provide a separate opinion on these matters. In addition to the matter described in the
Material uncertainty related to going concern section, we have determined the matters described
below to be the key audit matters to be communicated in our report. For the matter below, our
description of how our audit addressed the matter is provided in that context.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
Carrying Value of Exploration and Evaluation Assets
Why significant
As at 30 June 2023, the Consolidated Entity’s
exploration assets of $24.5m represent 78% of the
total assets of the Consolidated Entity as disclosed
in Note 12.
Exploration assets are initially recognised at cost
and any additional expenditure is capitalised to the
exploration asset in accordance with the
Consolidated Entity’s accounting policy as disclosed
in Note 1.
At each reporting date the Directors assess the
Consolidated Entity’s exploration assets for
indicators of impairment. The decision as to
whether there are indicators that require the
Consolidated Entity’s exploration assets to be
assessed for impairment in accordance with the
requirements of Australian Accounting Standards
involved judgment, including whether, the rights to
tenure for the areas of interest are current, the
Consolidated Entity’s ability and intention to
continue to evaluate and develop the area of
interest and whether the results of the Consolidated
Entity’s exploration and evaluation work to date are
sufficiently progressed for a decision to be made as
to the commercial viability or otherwise of the area
of interest.
We considered this to be a key audit matter due to
the value of the exploration assets relative to total
assets and the significant judgments involved in the
assessment of indicators of impairment.
How our audit addressed the key audit matter
Our audit procedures to address the Consolidated
Entity’s assessment of impairment indicators for
exploration assets included:
Understanding of the current exploration
program and any associated risks.
Inquiry of management regarding the
Consolidated Entity’s right to explore in the
relevant exploration area, which included
obtaining and assessing supporting
documentation such as license agreements.
Evaluated the Consolidated Entity’s intention
to carry out significant exploration and
evaluation activity in the relevant areas of
interest, which included an assessment of the
Consolidated Entity’s cash-flow forecast
models, discussions with senior management
and Directors as to the intentions and strategy
of the Consolidated Entity.
Agreed a sample of costs capitalised for the
financial period to supporting documentation
and assessing whether these costs meet the
requirements of Australian Accounting
Standards and the Consolidated Entity’s
accounting policy.
Assessed whether the methodology used by
the Consolidated Entity to identify indicators
of impairment met the requirements of
Australian Accounting Standards.
Assessed the adequacy of the related
disclosures in the Notes to the financial report.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2023 annual report but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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 Consolidated
Entity’s ability to continue as a going concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Consolidated Entity or to cease operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with the Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
►
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
► Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Consolidated Entity’s internal control.
► Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Consolidated Entity’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 Consolidated Entity to cease to continue as a going concern.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 13 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the Remuneration Report of Cobre Limited for the year ended 30 June 2023,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
Ernst & Young
Ryan Fisk
Partner
Sydney
28 September 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
7
65 | COBRE LIMITED
WWW.COBRE.COM.AU
65 | COBRE LIMITED WWW.COBRE.COM.AU
7.
ASX Additional
Information
Additional information required pursuant to ASX Listing Rule 4.10 and not disclosed elsewhere in this report is set out
below. The information is effective as at 3 October, 2023.
INFORMATION PURSUANT TO LISTING RULE 5.20
Perrinvale Project
The Perrinvale Project is based on a large conterminous group of nine exploration licenses (and one miscellaneous license)
held by Toucan Gold Pty Ltd, a wholly owned subsidiary of Cobre. The Perrinvale tenements total 327km2 in size.
Tenement/
Application
E29/929-I
E29/938-I
E29/946-I
E29/986
E29/987
E29/989
E29/990
E29/1017
E29/1106
L29/0155
Holder/ Applicant
Shares
Grant Date
Expiry Date
Toucan Gold Pty Ltd
100/100
25 Aug 2015
24 Aug 2025
Toucan Gold Pty Ltd
100/100
8 Jul 2015
7 Jul 2025
Toucan Gold Pty Ltd
100/100
18 Aug 2015
17 Aug 2025
Area1
19BL
13BL
5BL
Toucan Gold Pty Ltd
100/100
11 Oct 2017
10 Oct 2027
20BL
Toucan Gold Pty Ltd
100/100
19 Sep 2017
18 Sep 2027
4BL
Toucan Gold Pty Ltd
100/100
19 Sep 2017
18 Sep 2027
Toucan Gold Pty Ltd
100/100
19 Sep 2017
18 Sep 2027
3BL
7BL
Toucan Gold Pty Ltd
100/100
4 Jan 2018
3 Jan 2028
18BL
Toucan Gold Pty Ltd
100/100
14 May 2021
13 May 2026
Toucan Gold Pty Ltd
100/100
18 Jan 2022
17 Jan 2043
20BL
59HA
1 BL = Blocks. HA = Hectares.
The above table is the tenement schedule for Toucan Gold Pty Ltd. All Perrinvale tenements are 100% owned by
Toucan Gold, however FMG Resources Pty Ltd retains a 2% net smelter royalty on any future metal production from
3 tenements E29/929, 938 and 946.
66 | COBRE LIMITED WWW.COBRE.COM.AU
Mt Sandiman Project
The Mt Sandiman Project is based on a single tenement (E09/2316) totalling 202km2 in size. Cobre has earnt a 51%
interest in the tenement which is subject to a farm-in agreement with GTTS Generations Pty Ltd dated 13 November 2019
(refer farm-in agreement summary in section 10.8 of the Company’s Prospectus dated 6 December 2019).
Tenement/
Application
Holder/ Applicant
Shares
Grant Date
Expiry Date
E09/2316
Cobre Ltd
51/100
9 Aug 2019
8 Aug 2024
E09/2316
GTTS Generations Pty Ltd
49/100
9 Aug 2019
8 Aug 2024
Area1
65BL
65BL
1 BL = Blocks
Kalahari Copper Project
Kalahari Metals Limited’s (KML) Kalahari Copper Project (KCP) license holding comprises 15 prospecting licenses, of
which 10 are held by KML (including through KML’s 100% owned subsidiary Kitlanya (Pty) Ltd). 6 of these licenses are
subject to a 2% Net Smelter Royalty held by Strata Investment Holdings plc (formerly Metal Tiger plc) and 5 held by
Triprop Holdings (Pty) Ltd (Triprop), which is also a 100% subsidiary of Cobre. The table below provides a summary of
the license holdings that comprise the individual projects.
License
Expiry
Size (km2)
Royalty
Company
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
Kitlanya Ltd
PL342/2016
31-Mar-24
PL343/2016
31-Mar-24
PL070/2017
30-Jun-24
PL071/2017
30-Jun-24
PL072/2017
30-Jun-24
PL252/2022
30-Sep-25
PL253/2022
30-Sep-25
PL254/2022
30-Sep-25
PL255/2022
30-Sep-25
Kalahari Metals Ltd
PL149/2017
30-Sep-24
Triprop Holdings (Pty) Ltd
PL035/2012
30-Sep-24
Triprop Holdings (Pty) Ltd
PL036/2012
30-Sep-24
Triprop Holdings (Pty) Ltd
PL041/2012
30-Sep-24
Triprop Holdings (Pty) Ltd
PL042/2012
30-Sep-24
Triprop Holdings (Pty) Ltd
PL043/2012
30-Sep-24
Total
950
995
826.4
295
238
162.28
14.2
148.42
41.61
999.5
309
51
9
272
82
5393.41
Yes
Yes
Yes
Yes
Yes
No
No
No
No
Yes
No
No
No
No
No
CORPORATE GOVERNANCE:
The Company’s Corporate Governance Statement for the financial year ended 30 June 2023 can be found at:
https://www.cobre.com.au/corporate-governance/
67 | COBRE LIMITED WWW.COBRE.COM.AU
ASX ADDITIONAL INFORMATION
SUBSTANTIAL SHAREHOLDERS
The names of substantial shareholders in Cobre Ltd and the number of equity securities to which each substantial
shareholder and their associates have a relevant interest, as disclosed in substantial shareholder notices given to
Cobre Ltd, are set out below.
Name of Substantial Holder within the meaning
of section 671B of the Corporations Act
Date
Number of Shares in which
the substantial holder
holds a relevant interest
% of total
shares on
issue
Stichting Legal Owner CDFund
Strata Investment Holdings PLC
26 September
2023
18 July 2023
22,219,908
7.74%
57,380,826
19.99%
NUMBER OF HOLDERS OF EACH CLASS OF EQUITY SECURITIES
Category
Fully Paid Ordinary Shares
Options exercisable at $0.20 expiring 24 September 2024 (not quoted on ASX)
Options exercisable at $0.33 expiring 8 December 2025 (not quoted on ASX)
Options exercisable at $0.335 expiring 6 April 2026 (not quoted on ASX)
Options exercisable at $0.335 expiring 30 November 2024 (not quoted on ASX)
Number of Holders
1,512
7
1
5
1
VOTING RIGHTS
Shareholder voting rights are summarised within section 11.2 on page 226 of the Company’s Prospectus dated 6
December 2019 and paragraph 34 of the Company’s Constitution both lodged with the ASX on 29 January 2020.
DISTRIBUTION SCHEDULE OF SHAREHOLDERS
Range
Total Holders
Shares
% of Shares
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
293
664
221
263
71
257,128,362
89.62
27,121,694
1,826,147
803,736
31,056
9.45
0.64
0.28
0.01
100.000
UNMARKETABLE PARCELS
There are 450 shareholders with an unmarketable parcel of shares being a holding of less than 9,434 shares each for
a combined total of 1,663,744 shares. This is based on a closing price of $0.053 per share as at 2 October, 2023 and
represents 0.05798% of the shares on issue on that day.
68 | COBRE LIMITED WWW.COBRE.COM.AU
ASX ADDITIONAL INFORMATION
TOP 20 SHAREHOLDERS
Category
STRATA INVESTMENT HOLDINGS PLC
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
HOLLAND INTERNATIONAL PTY LTD
Continue reading text version or see original annual report in PDF format above