ACN 626 241 067
Annual Report
2024
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ii | COBRE LIMITED
Corporate
Directory
Directors/Executives
Martin Holland
Executive Chairman
Adam Wooldridge
Chief Executive Officer
Dr Ross McGowan
Non-Executive Director
Michael McNeilly
Non-Executive Director
Michael Addison
Non-Executive Director
Andrew Sissian
Non-Executive Director
Justin Clyne
Company Secretary
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
Baker McKenzie
Tower One – International
Towers Sydney
100 Barangaroo Avenue
Barangaroo 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 2024 is
available on the Company’s website
at www.cobre.com.au and has been
lodged with the ASX in conjunction
with this Annual Report and also
the Company’s Appendix 4G.
ANNUAL REPORT 2024 | 1
Contents
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 30 September
2024. The directors have the
power to amend and reissue
the financial statements
Chairman’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1. Directors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2. Auditor’s independence declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3. Financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Statement of profit or loss and other comprehensive income . . . . . . . . 23
Statement of financial position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4. Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5. Consolidated entity disclosure statement . . . . . . . . . . . . . . . . . . . . . . . 53
6. Directors’ declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
7. Independent auditor’s report to the members of Cobre Limited . . . . . . 57
8. ASX additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Chairman’s
letter
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2 | COBRE LIMITED
On behalf of the Board of Directors of Cobre Limited (Cobre or Company), I am delighted to once again bring
you Cobre’s Annual Report, this time for the 2024 Financial Year (FY24). While the Board has been pleased with the
progress made in recent years, we truly believe that FY24 was the year that represented the most significant period
of growth and transformation within the Company with our continued exploration success in Botswana, where we
continued to unlock the potential of our assets in the Kalahari Copper Belt (KCB). We are excited about the pathway
developing in front which has been supported so well by our shareholders and now we aim to ramp up that growth
through our signing, subsequent to the end of FY24, of a Letter of Intent (LOI) for two of our KCB projects with a
subsidiary of BHP Limited. More on this later.
One of the highlights of FY24 was the announcement in relation to the Ngami Copper Project (NCP or Ngami)
that the Company’s highly strategic drill program had successfully tested new targets with consistent copper-silver
mineralisation intersected over extensive strike lengths along with several high-grade intersections. The modelling
results estimate that the NCP has a scale of between 103 and 166Mt @ 0.38 to 0.46% Cu with significant additional
untested blue-sky potential along with approximately 32Moz of associated silver credits. We have also been pleased to
report across the year that the mineralisation and hydrogeological setting appears to make the NCP a prime candidate
for an In-Situ Copper Recovery (ISCR) process.
In addition to the ongoing work at Ngami, the Company also commenced an initial 2,000m diamond drilling program at
the wholly owned Okavango Copper Project (OCP or Okavango). The OCP represents an exciting opportunity given its
strategic location situated along strike from MMG’s recent US$1.9B Khoemacau Copper mine and exploration tenement
acquisition. Successful drill testing of anomalous copper-silver mineralisation at Okavango will provide significant uplift of
the project value.
Subsequent to the end of the year, we were pleased to report that 3 out of 6 diamond drill holes had intersected
anomalous copper-silver mineralisation along strike from neighbour, MMG’s Zone 5 group (full exploration results and
relevant JORC information in relation to this and all the Company’s announcements can be found in the announcements
released to the ASX).
In January, Cobre was very pleased to announce that the Company had been selected to participate in the 2024 BHP
Xplor cohort under which BHP provided Cobre with US$500,000 in non-dilutive funding to support and accelerate our
exploration plans and also provided Cobre with full access to BHP’s deep expertise and global partnerships. Excitingly,
this resulted in the Company executing a LOI intent to negotiate exclusively with BHP for a material earn-in joint
venture agreement over Cobre's Kitlanya East and West Copper Projects which are located on the northern and
southern basin margins of the KCB. Cobre will continue to have 100% ownership of its Ngami and Okavango projects
which are not part of any deal with BHP. I look forward to the opprtunity to update shareholders further on key
developments on the process with BHP.
On the corporate front, through the ongoing support of our loyal shareholders, we were able to successfully raise
funds to advance our exploration in the KCB.
ANNUAL REPORT 2024 | 3
At Cobre, we continue to pursue our vision of exploring and discovering new copper deposits to fuel the decarbonisation
revolution the world is currently encountering. These new greenfield discoveries are needed to provide raw metals
required to drive this shift and Cobre aims to be at the forefront of this.
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,
which we believe is now only beginning to be realised.
As always, I must thank my fellow directors, our CEO, Adam Wooldridge, as well as Cobre’s technical and operations
teams on the ground for their outstanding contribution during FY24 in bringing about the level of success that we, as
a Board, believe is just beginning for Cobre.
Yours faithfully,
Martin Holland
Executive Chairman
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4 | COBRE LIMITED
Directors' report
1
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4 | COBRE LIMITED
ANNUAL REPORT 2024 | 5
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 2024.
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. Work programmes have focussed on
advancing an in-situ copper recovery process at Cobre’s Ngami Copper Project (NCP) which, if successful, would
provide Cobre with a development pathway for significant exploration target (estimated at between 103 and 166Mt
@ 0.38 to 0.46% Cu1). In addition diamond drilling at the Okavango Copper Project (OCP) has demonstrated further
potential for new discoveries similar to those held by MMG in the neighbouring licenses extends into this strategic
project. Work on the Kitlanya Projects has successfully demonstrated the potential for hosting Tier 1 deposits which
may occur in preserved fold-hinge trap sites on these prospective basin margin projects. Subsequent to the end of the
financial year, on 23 September 2024, the Company announced that it had executed a Letter of Intent (LOI) to negotiate
exclusively with a wholly owned subsidiary of BHP Group Ltd (BHP) for a material earn-in joint venture over Cobre's
Kiltanya West (KITW) and East (KITE) Copper projects. An agreement with BHP is subject to approval and execution
of formal binding documents and the completion of BHP's due diligence. Finalisation of an agreement with BHP would
allow the Company to fully fund its exploration programs on the Kitlanya West and East Projects. The Company’s Ngami
and Okavango projects will remain 100% owned by Cobre and not part of any agreement with BHP.
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. For details see ASX Announcement 30 August 2023.
Directors' report
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6 | COBRE LIMITED
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 306km2 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 202km2 on the eastern edge of the Carnarvon Basin.
Cobre also holds a 14.42% 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 and has earnt a 50% interest in the Bend
Nickel Project in Zimbabwe. Armada has also signed a binding Share Purchase Agreement to acquire the unlisted entity,
Midwest Lithium Limited, a mineral explorer targeting the exploration and development of hard rock lithium projects in the
USA, which is subject to the approval of Armada shareholders at an EGM scheduled for 17 October 2024.
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
$2,389,088 (30 June 2023: $1,740,209).
The principle use of funds for the financial year was for the exploration and development of Cobre’s 100% owned
Botswana assets including:
p
Advanced hydrogeological test work at NCP consisting drilling of injection (x2) and monitoring wells (x4) along
with pumping and water storage infrastructure used to establish a reciprocal injection-pumping circuit which
successfully demonstrated;
P
Hydraulic connectivity between injection and pumping wells along the main mineralisation; and
P
Sufficient permeability in less fractured, deeper, moderate grade portions of the mineralised contact to support
natural injection for an ISCR process.
NCP pumping
infrastructure
ANNUAL REPORT 2024 | 7
p
Hydrogeological and engineering studies designed
to assess the technical and financial viability of
employing an ISCR process at NCP are in progress
providing the basis for a Scoping Study due to be
released in October 2024;
p
Scout diamond drilling on Cobre’s Okavango
Copper Project (1,920m) which successfully
identified anomalous copper mineralisation on
several key contacts along strike from MMG’s
known deposits;
p
Reverse circulation drilling (12,500m) across Cobre’s
Kitlanya West project which successfully identified
copper anomalies at the base of the Kalahari Cover
associated with several key targets; and
p
Pioneering of both active and passive seismic
survey across the Kitlanya West project to assess
the basin margin for trap-sites for potential Tier 1
copper deposits.
In addition, Cobre’s application to take part in the
2024 BHP Xplor programme was successful (refer
ASX announcement of 23 January 2024) providing
Cobre with US$500,000 in non-dilutive funding as well
as technical expertise and support which was used
to fund the seismic survey at Kitlanya West (refer ASX
announcement of 22 August 2024) and led to the
signing of the LOI detailed herein.
Further sampling and mapping work was undertaken
at the Perrinvale and Sandiman Projects to identify
additional potential mineralisation and alternate targets.
SIGNIFICANT CHANGES
IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs
of the Consolidated Entity during the financial year.
OCP diamond drill results
Core logging at OCP
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8 | COBRE LIMITED
Directors' report
MATTERS SUBSEQUENT TO THE
END OF THE FINANCIAL YEAR
On 13 August 2024, the Company issued 33,211,542
fully paid ordinary shares raising $1,727,000 before costs,
pursuant to the second tranche of the capital raising
announced to the ASX on 4 March 2024 and approved
by shareholders on 6 August 2024. Of this amount,
$100,000 was received before 30 June 2024, and
recognised as liability.
On 23 September 2024, the Company announced that
it had executed an LOI to negotiate exclusively with a
wholly owned subsidiary of BHP Group Ltd (BHP) for
a material earn-in joint venture over Cobre's Kiltanya
West and East Copper projects. An agreement with
BHP is subject to approval and execution of formal
binding documents and the completion of BHP's due
diligence. Finalisation of an agreement with BHP allow
the company to fully fund its exploration programs on the
Kitlanya West and East Projects. The Company’s Ngami
and Okavango projects will remain 100% owned by
Cobre and not part of any agreement with BHP.
No other matter or circumstance has arisen since
30 June 2024 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. For a detailed
summary of the Company’s activities in Botswana, refer to the latest announcement to the ASX dated 4September
2024, the Company Presentation lodged 5 September 2024 and as well as the Review of Operations contained herein.
As noted herein, on 23 September 2024, the Company announced that it had executed an LOI with BHP.
BUSINESS RISKS
The Consolidated Entity's significant business risks are summarised below:
p
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.
p
Risk related to general market conditions which add pressure on future project value and access to capital.
p
Jurisdictional risk is considered low given the positive mining investment environment in Botswana.
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 2024. Relevant renewals to
environmental management plans have been submitted to the necessary government departments.
BHP site
visit 2024
ANNUAL REPORT 2024 | 9
INFORMATION ON DIRECTORS
Name:
Martin Holland
Title:
Executive Chairman
Experience
and expertise:
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.
Other current
directorships:
Armada Metals Limited (ASX: AMM)
Former directorships
(last 3 years):
OzAurum Resources Limited (ASX: OZM) (resigned January 2023)
Interests in shares:
14,686,162 fully paid ordinary shares
Interests in options:
14,534,615 options over ordinary shares
Name:
Andrew Sissian
Title:
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:
Non-Executive Director of Iondrive Limited (ASX: ION) since 12 June 2024.
Former directorships
(last 3 years):
Nil
Interests in shares:
5,496,489 fully paid ordinary shares
Interests in options:
3,840,385 options over ordinary shares
The management
team in Cape Town
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10 | COBRE LIMITED
Directors' report
Name:
Michael Addison
Title:
Non-Executive Director
Qualifications:
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.
Experience
and expertise:
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:
5,073,078 fully paid ordinary shares
Interests in options:
2,903,847 options over ordinary shares
Name:
Michael McNeilly
Title:
Non-Executive Director
Qualifications:
Mr McNeilly studied Biology at Imperial College London and has a BA in Economics from
the American University of Paris.
Experience
and expertise:
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:
1,442,308 fully paid ordinary shares
Interests in options:
2,221,154 options over ordinary shares
ANNUAL REPORT 2024 | 11
Name:
Dr Ross McGowan
Title:
Non-Executive Director
Qualifications:
Dr McGowan is a Fellow of the Geological Society of London and a Fellow of the Society
of Economic Geologists.
Experience
and expertise:
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.
Other current
directorships:
Armada Metals Limited (ASX: AMM)
Former directorships
(last 3 years):
Nil
Interests in shares:
4,000,000 fully paid ordinay shares
Interests in options:
500,000 options over ordinary shares
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships
of all other types of entities, unless otherwise stated.
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 2024,
and the number of meetings attended by each director were:
Full Board
Attended
Held
Martin Holland
7
7
Andrew Sissian
7
7
Michael Addison
7
7
Michael McNeilly
7
7
Ross McGowan
7
7
Held: represents the number of meetings held during the time the director held office.
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12 | COBRE LIMITED
Directors' report
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:
p
Principles used to determine the nature and amount of remuneration
p
Details of remuneration
p
Service agreements
p
Share-based compensation
p
Additional information
p
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:
p
competitiveness and reasonableness
p
acceptability to shareholders
p
alignment of executive compensation
p
transparency
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:
p
having economic profit as a core component of plan design
p
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
p
attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives’ interests by:
p
rewarding capability and experience
p
reflecting competitive reward for contribution to growth in shareholder wealth
p
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.
ANNUAL REPORT 2024 | 13
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.
p
Base pay and non-monetary benefits
p
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 9,500,000 (2023: 1,000,000) were issued to key management personnel as
part of their remuneration.
Voting and comments made at the company’s 30 November 2023 Annual General Meeting (‘AGM’)
At the 22 November 2023 AGM, 96.53% of the votes received supported the adoption of the remuneration report
for the year ended 30 June 2023. The company did not receive any specific feedback at the AGM regarding its
remuneration practices.
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
Total
2024
$
$
$
$
$
$
$
Non-Executive Directors:
Michael Addison
50,000
5,000
–
–
–
20,900
75,900
Michael McNeilly
50,000
5,000
–
–
–
20,900
75,900
Ross McGowan
50,000
5,000
–
–
–
20,900
75,900
Andrew Sissian
50,000
5,000
–
–
–
20,900
75,900
Executive Directors:
Martin Holland
240,000
20,000
–
26,400
–
209,000
495,400
Other Key Management
Personnel:
Adam Wooldridge
224,000
20,000
–
–
–
104,500
348,500
664,000
60,000
–
26,400
–
397,100
1,147,500
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14 | COBRE LIMITED
Directors' report
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
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors:
Michael Addison
50,000
–
–
–
–
–
50,000
Michael McNeilly
50,000
–
–
–
–
–
50,000
Ross McGowan
50,000
–
–
–
–
–
50,000
Andrew Sissian
50,000
–
–
–
–
–
50,000
Executive Directors:
Martin Holland
240,000
–
–
25,200
–
–
265,200
Other Key Management
Personnel:
Adam Wooldridge*
130,667
–
–
–
–
97,113
227,780
570,667
–
–
25,200
–
97,113
692,980
*
Appointed Chief Executive Officer on 8 December 2022.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk – STI
At risk – LTI
Name
2024
2023
2024
2023
2024
2023
Non-Executive Directors:
Michael Addison
72%
100%
–
–
28%
–
Michael McNeilly
72%
100%
–
–
28%
–
Ross McGowan
72%
100%
–
–
28%
–
Andrew Sissian
72%
100%
–
–
28%
–
Executive Directors:
Martin Holland
58%
100%
–
–
42%
–
Other Key Management
Personnel:
Adam Wooldridge
70%
57%
–
–
30%
43%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
ANNUAL REPORT 2024 | 15
Details of these agreements are as follows:
Name:
Martin Holland
Title:
Executive Chairman
Agreement commenced:
21 November 2019 (with variations signed dated 1 July 2022 and 8 December 2022)
Term of agreement:
Mr Holland’s annual remuneration package under the Executive Services Agreement is
$240,000 plus statutory superannuation. Pursuant to the variation signed on 1 July 2022,
unless terminated by either party at an earlier date, the Executive Services Agreement
will automatically terminate on the date that is six years after the date of the Company’s
listing on the ASX (i.e. 31 January 2026).
Name:
Andrew Sissian
Title:
Non-executive
Agreement commenced:
8 July 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:
Michael Addison
Title:
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:
Michael McNeilly
Title:
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.
Name:
Dr Ross McGowan
Title:
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:
Adam Wooldridge
Title:
Chief Executive Officer
Term of agreement:
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.
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16 | COBRE LIMITED
Directors' report
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 2024.
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
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Name
Number
of options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise
price
Fair value
per option
at grant date
Adam Wooldridge
1,000,000
8 December 2022
8 December 2022
8 December 2025
$0.3300
$0.097
Martin Holland
5,000,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Ross McGowan
500,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Andrew Sissian
500,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Micheal McNeilly
500,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Micheal Addisson
500,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Adam Wooldridge
2,500,000
21 November 2023
21 November 2023
21 November 2028
$0.0660
$0.042
Options granted carry no dividend or voting rights.
Additional information
The earnings of the Consolidated Entity for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Loss after income tax
(2,389,088)
(1,754,845)
(5,385,806)
(2,747,597)
(1,988,417)
The factors that are considered to indicate management performance are summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Share price at financial year end ($)
0.07
0.10
0.03
0.16
0.18
Basic earnings per share (cents per share)
(0.80)
(0.72)
(3.26)
(2.40)
(2.93)
Diluted earnings per share (cents per share)
(0.80)
(0.72)
(3.26)
(2.40)
(2.93)
ANNUAL REPORT 2024 | 17
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:
Balance at
the start of
the year
Held at
appointment
Additions
Disposals/
other
Balance at
the end of
the year
Ordinary shares
Martin Holland
12,916,931
–
–
–
12,916,931
Andrew Sissian
5,015,719
–
–
–
5,015,719
Michael Addison
1,062,500
–
202,885
–
1,265,385
Ross McGowan
4,000,000
–
–
–
4,000,000
Adam Wooldridge
4,863,128
–
–
–
4,863,128
27,858,278
–
202,885
–
28,061,163
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
13,175,000
5,000,000
–
–
18,175,000
Andrew Sissian
6,437,000
500,000
–
–
6,937,000
Michael Addison
1,000,000
500,000
–
–
1,500,000
Michael McNeilly
1,500,000
500,000
–
2,000,000
Adam Wooldridge
1,000,000
2,500,000
–
–
3,500,000
Ross McGowan
–
500,000
–
–
500,000
23,112,000
9,500,000
–
–
32,612,000
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.
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18 | COBRE LIMITED
Directors' report
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
6 April 2021
6 April 2026
$0.3350
11,500,000
14 December 2021
30 November 2024
$0.3350
2,500,000
8 December 2022
8 December 2025
$0.3300
1,000,000
21 November 2023
21 November 2028
$0.0660
10,000,000
13 August 2024
13 August 2027
$0.0780
41,961,547
66,961,547
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 2024
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.
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
There were no non-audit services provided during the financial year by the auditor.
ANNUAL REPORT 2024 | 19
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
30 September 2024
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20 | COBRE LIMITED
2
ANNUAL REPORT 2024 | 21
Auditor’s
Independence
Declaration
2.
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 2024, 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
James Johnson
Partner
30 September 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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22 | COBRE LIMITED
3
ANNUAL REPORT 2024 | 23
Statement of profit or loss and
other comprehensive income
For the year ended 30 June 2024
Consolidated
2024
2023
Note
$
$
Other income
4
758,601
470,183
Interest revenue
45,316
45,063
Expenses
Corporate and administration expenses
5
(1,234,402)
(1,279,245)
Employee benefits expense
(690,398)
(558,546)
Share based payment expense
26
(418,000)
(97,113)
Depreciation and amortisation expense
(1,401)
(1,402)
Fair value loss on derivative financial asset
–
(24,298)
Share of equity accounted for losses for
equity accounted investments
8
(801,943)
(306,572)
Other expenses
(46,861)
(2,915)
Loss before income tax expense
(2,389,088)
(1,754,845)
Income tax expense
6
–
–
Loss after income tax expense for the year
(2,389,088)
(1,754,845)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Gain on the revaluation of financial assets at fair value
through other comprehensive income, net of tax
9
28,686
–
Loss on the revaluation of financial assets at fair value
through other comprehensive income, net of tax
9
–
(243,116)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(390,411)
921,436
Other comprehensive income for the year, net of tax
(361,725)
678,320
Total comprehensive income for the year
(2,750,813)
(1,076,525)
Loss for the year is attributable to:
Non-controlling interest
–
(14,636)
Owners of Cobre Limited
(2,389,088)
(1,740,209)
(2,389,088)
(1,754,845)
Total comprehensive income for the year is attributable to:
Non-controlling interest
–
(14,636)
Owners of Cobre Limited
(2,750,813)
(1,061,889)
(2,750,813)
(1,076,525)
Cents
Cents
Basic earnings per share
25
(0.80)
(0.72)
Diluted earnings per share
25
(0.80)
(0.72)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
3.
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24 | COBRE LIMITED
Financial statements
Statement of
financial position
As at 30 June 2024
Consolidated
2024
2023
Note
$
$
Assets
Current assets
Cash and cash equivalents
7
980,630
5,764,076
Trade and other receivables
117,112
149,886
Other
67,583
52,453
Total current assets
1,165,325
5,966,415
Non-current assets
Deposits
20,860
20,000
Investments accounted for using the equity method
8
–
501,943
Financial assets at fair value through other comprehensive income
9
545,029
516,343
Property, plant and equipment
63,792
2,506
Exploration and evaluation
10
29,710,584
24,493,406
Total non-current assets
30,340,265
25,534,198
Total assets
31,505,590
31,500,613
Liabilities
Current liabilities
Trade and other payables
11
928,238
726,594
Total current liabilities
928,238
726,594
Total liabilities
928,238
726,594
Net assets
30,577,352
30,774,019
Equity
Issued capital
12
43,039,399
40,903,253
Reserves
13
1,923,108
1,866,833
Accumulated losses
(14,385,155)
(11,996,067)
Total equity
30,577,352
30,774,019
The above statement of financial position should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2024 | 25
Statement of
changes in equity
For the year ended 30 June 2024
Issued
capital
Reserves
Accumulated
losses
Non-
controlling
interest
Total
equity
Consolidated
$
$
$
$
$
Balance at 1 July 2022
22,354,279
786,312
(10,255,858)
3,508,633
16,393,366
Loss after income tax expense for the year
–
–
(1,740,209)
(14,636)
(1,754,845)
Other comprehensive income for the year,
net of tax
–
678,320
–
–
678,320
Total comprehensive income for the year
–
678,320
(1,740,209)
(14,636)
(1,076,525)
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 12)
18,548,974
–
–
–
18,548,974
Share based payments
–
97,113
–
–
97,113
Consideration to increase ownership
in subsidiaries (note 13)
–
(3,188,909)
–
–
(3,188,909)
Derecognition of NCI on increase
in ownership interests
–
3,493,997
–
(3,493,997)
–
Balance at 30 June 2023
40,903,253
1,866,833
(11,996,067)
–
30,774,019
Issued
capital
Reserves
Accumulated
losses
Total
equity
Consolidated
$
$
$
$
Balance at 1 July 2023
40,903,253
1,866,833
(11,996,067)
30,774,019
Loss after income tax expense for the year
–
–
(2,389,088)
(2,389,088)
Other comprehensive income for the year, net of tax
–
(361,725)
–
(361,725)
Total comprehensive income for the year
–
(361,725)
(2,389,088)
(2,750,813)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 12)
2,136,146
–
–
2,136,146
Share based payment
–
418,000
–
418,000
Balance at 30 June 2024
43,039,399
1,923,108
(14,385,155)
30,577,352
The above statement of changes in equity should be read in conjunction with the accompanying notes.
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26 | COBRE LIMITED
Financial statements
Statement of
cash flows
For the year ended 30 June 2024
Consolidated
2024
2023
Note
$
$
Cash flows from operating activities
Interest received
44,456
45,063
Other revenue
758,601
56,101
Payments to suppliers and employees (inclusive of GST)
(2,142,307)
(2,164,888)
Net cash used in operating activities
23
(1,339,250)
(2,063,724)
Cash flows from investing activities
Payments for investments
8
(300,000)
–
Payments for property, plant and equipment
(62,687)
–
Payments for exploration and evaluation
(5,242,605)
(7,915,821)
Payments to increase stake in subsidiaries including transactions
costs
–
(1,660,342)
Net cash used in investing activities
(5,605,292)
(9,576,163)
Cash flows from financing activities
Proceeds from issue of shares (note 12)
2,373,000
15,381,051
Share issue transaction costs
(210,073)
(707,088)
Net cash from financing activities
2,162,927
14,673,963
Net increase/(decrease) in cash and cash equivalents
(4,781,615)
3,034,076
Cash and cash equivalents at the beginning of the financial year
5,764,076
2,730,000
Effects of exchange rate changes on cash and cash equivalents
(1,831)
–
Cash and cash equivalents at the end of the financial year
8
980,630
5,764,076
The above statement of cash flows should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2024 | 27
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28 | COBRE LIMITED
4
ANNUAL REPORT 2024 | 29
4.
Notes to the
financial statements
NOTE 1. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies that are material to the Consolidated Entity are set out below. The accounting policies adopted
are consistent with those of the previous financial year, 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 after tax from ordinary activities of $2,389,088 for the year ended 30 June 2024
(2023: $1,754,845) and had cash outflows from operating activities of $1,339,250 (2023: $2,063,724). As at 30 June
2024 the Consolidated Entity has a cash balance of $980,630 (2023: $5,764,076) and the current assets exceed
current liabilities by $237,087 (2023: $5,239,821).
On 13 August 2024, the company issued 33,211,542 fully paid ordinary shares raising $1,727,000 before costs. Of
this amount $100,000 was received before 30 June 2024, and was recognised as liability.
The Directors have reviewed the cashflow forecasts prepared by management and have reasonable grounds to believe
that the Consolidated Entity will have sufficient cash to continue as a going concern due to the following factors:
p
On 23 September 2024, the Company announced that it had executed an LOI to negotiate exclusively with a wholly
owned subsidiary of BHP Group Ltd (BHP) for a material earn-in joint venture over Cobre’s Kiltanya West and East
Copper projects. An agreement with BHP is subject to approval and execution of formal binding documents and the
completion of BHP’s due diligence. Finalisation of an agreement with BHP will allow the company to fully fund its
exploration programs on the Kitlanya West and East Projects. The Company’s Ngami and Okavango projects will
remain 100% owned by Cobre and not part of any agreement with BHP;
p
The Consolidated Entity has the ability to raise equity on the capital markets and has a history of successful capital
raisings, however there is no guarantee and is based on prevailing market conditions. Any capital raising will be
announced to the ASX in accordance with the Consolidated Entity’s continuous disclosure obligations;
p
Results from the KCB exploration project support the ability of the Consolidated Entity to raise funds; and
p
The Consolidated Entity has the ability to defer discretionary operating and capital expenditures.
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30 | COBRE LIMITED
Notes to the financial statements
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.
Should the Consolidated Entity be unsuccessful in implementing the above-stated initiatives, a material uncertainty
would exist 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.
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 20.
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 2024 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.
ANNUAL REPORT 2024 | 31
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.
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:
p
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
p
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.
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32 | COBRE LIMITED
Notes to the financial statements
Current and non-current classification
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.
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.
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, its 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.
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.
ANNUAL REPORT 2024 | 33
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.
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.
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.
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34 | COBRE LIMITED
Notes to the financial statements
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.
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.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by using either the
Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were
granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no
impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or
loss and equity. Refer to note 26 for details of valuation inputs used.
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.
ANNUAL REPORT 2024 | 35
NOTE 3. OPERATING SEGMENTS
Identification of reportable operating segments
The consolidated entity is organised into two operating segments: Australian exploration and Botswanan exploration.
This operating segments are 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.
Operating segment information
Australia
Botswana
Total
Consolidated – 2024
$
$
$
Revenue
Interest revenue
32,118
13,198
45,316
Other income
–
758,601
758,601
Total revenue
32,118
771,799
803,917
EBITDA
(2,353,460)
(34,227)
(2,387,687)
Depreciation and amortisation
(1,401)
–
(1,401)
Loss before income tax expense
(2,354,861)
(34,227)
(2,389,088)
Income tax expense
–
Loss after income tax expense
(2,389,088)
Assets
Segment assets
7,212,006
24,293,584
31,505,590
Total assets
31,505,590
Liabilities
Segment liabilities
477,151
451,087
928,238
Total liabilities
928,238
Australia
Botswana
Total
Consolidated – 2023
$
$
$
Revenue
Interest revenue
45,063
–
45,063
Total revenue
45,063
–
45,063
EBITDA
(1,696,878)
(56,566)
(1,753,444)
Depreciation and amortisation
(1,401)
–
(1,401)
Loss before income tax expense
(1,698,279)
(56,566)
(1,754,845)
Income tax expense
–
Loss after income tax expense
(1,754,845)
Assets
Segment assets
12,680,766
18,819,847
31,500,613
Total assets
31,500,613
Liabilities
Segment liabilities
294,442
432,152
726,594
Total liabilities
726,594
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36 | COBRE LIMITED
Notes to the financial statements
NOTE 4. OTHER INCOME
Consolidated
2024
2023
$
$
Other income
–
56,102
Gain on loan from joint venture partner
–
414,081
BHP Xplor income
758,601
–
Other income
758,601
470,183
During the prior 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 carrying value of $1,932,583 and gain of $414,081 has
been recognised in the statement of financial performance.
During the current year the company received US$500,000 under the BHP Xplor program. All deliverables under this
program where delivered before 30 June and for this reason all amounts received has been recognised as income at
30 June 2024.
NOTE 5. EXPENSES
Loss before income tax includes the following specific expenses:
Consolidated
2024
2023
$
$
Corporate and administration expenses
Consultants and advisors
465,143
630,489
Other administration expenses
769,259
648,756
1,234,402
1,279,245
NOTE 6. INCOME TAX EXPENSE
Consolidated
2024
2023
$
$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
(2,389,088)
(1,754,845)
Tax at the statutory tax rate of 25%
(597,272)
(438,711)
Tax effect amounts which are not deductible/(taxable)
in calculating taxable income:
Equity accounted losses
101,330
76,643
Gain on joint venture loan
–
(103,520)
Other non-deductible/non-assessable items
(including share based payment expense)
(14,272)
13,179
Current year temporary differences and tax losses not recognised
510,214
452,409
Income tax expense
–
–
ANNUAL REPORT 2024 | 37
Consolidated
2024
2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
13,401,271
11,360,414
Potential tax benefit @ 25%
3,350,318
2,840,104
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 £6,510,250 ($12,340,298) of unused losses.
The corporate tax rate in the UK is 19%, resulting in unrecognised tax losses of £1,236,947 ($2,344,670).
The company’s Botswana subsidiaries also have BWP 1,120,079 ($122,8120) of unused losses. The corporate tax
rate in the Botswana is 22%, resulting in unrecognised tax losses of BWP $246,417 ($27,020).
NOTE 7. CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Consolidated
2024
2023
$
$
Cash on hand
100
100
Cash at bank
980,530
1,721,976
Cash on deposit
–
4,042,000
980,630
5,764,076
NOTE 8. NON-CURRENT ASSETS – INVESTMENTS ACCOUNTED
FOR USING THE EQUITY METHOD
Consolidated
2024
2023
$
$
Investment in associate – Armada Metals Limited
–
501,943
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
501,943
808,515
Additions
300,000
–
Share of equity accounted for losses
(801,943)
(306,572)
Closing carrying amount
–
501,943
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38 | COBRE LIMITED
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:
Principal place of
business/Country
of incorporation
Ownership interest
2024
2023
%
%
Armada Metal Limited *
Australia
14.42%
14.42%
* The company has one nominated board members on the Armada Metals Limited board, and therefore has significant influence
over the investment.
Summarised financial information
Consolidated
2024
2023
$
$
Summarised statement of financial position
Current assets
564,992
1,719,052
Non-current assets
2,782,904
12,118,289
Total assets
3,347,896
13,837,341
Current liabilities
16,348,087
7,968,806
Non-current liabilities
–
5,588
Total liabilities
16,348,087
7,974,394
Net assets/(liabilities)
(13,000,191)
5,862,947
Summarised statement of profit or loss
and other comprehensive income
Revenue and other income
101
7,400
Expenses
(21,507,070)
(1,523,121)
Loss before income tax
(21,506,969)
(1,515,721)
Other comprehensive income
–
–
Total comprehensive income
(21,506,969)
(1,515,721)
Commitments
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.
ANNUAL REPORT 2024 | 39
NOTE 9. NON-CURRENT ASSETS – FINANCIAL ASSETS AT FAIR VALUE
THROUGH OTHER COMPREHENSIVE INCOME
Consolidated
2024
2023
$
$
Shares in listed entity – Strata Investment Holdings Plc
545,029
516,343
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
516,343
759,459
Revaluations
28,686
(243,116)
Closing fair value
545,029
516,343
NOTE 10. NON-CURRENT ASSETS – EXPLORATION AND EVALUATION
Consolidated
2024
2023
$
$
Exploration and evaluation – at cost
29,710,584
24,493,406
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year
are set out below:
Exploration
& Evaluation
Consolidated
$
Balance at 1 July 2022
14,264,558
Additions
9,104,550
Exchange differences
1,124,298
Balance at 30 June 2023
24,493,406
Additions*
5,306,614
Exchange differences
(89,436)
Balance at 30 June 2024
29,710,584
* During the financial half year, the Consolidated Entity has capitalised $322,647 of expenditure relating to its Australian exploration
assets and $4,983,967 relating to projects in Botswana, including $73,219 settled via the issue of shares (note 12).
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40 | COBRE LIMITED
Notes to the financial statements
NOTE 11. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
Consolidated
2024
2023
$
$
Trade payables
570,559
481,592
Directors' fee accrual
107,500
103,332
Funds received ahead of shares issued*
100,000
–
Other payables
150,179
141,670
928,238
726,594
* The shares in relation to these funds have been issued since 30 June 2024. Refer to note 22.
Refer to note 15 for further information on financial instruments.
NOTE 12. EQUITY – ISSUED CAPITAL
Consolidated
2024
2023
2024
2023
Shares
Shares
$
$
Ordinary shares – fully paid
331,132,779
286,910,995
43,039,399
40,903,253
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
1 July 2022
165,407,010
22,354,279
Issue of shares
12 August 2022
36,691,925
$0.1500
5,503,789
Issue of shares – exercise of options
31 August 2022
975,000
$0.3000
292,500
Issue of shares – exercise of options
31 August 2022
635,500
$0.2000
127,100
Issue of shares to increase stake in
KML to 100%
30 November 2022
4,632,155
$0.2300
1,065,395
Issue of shares to settle JV loan
with Strata Investments
30 November 2022
6,602,183
$0.2300
1,518,502
Issue of shares to settle trade creditors
30 November 2022
2,956,800
$0.1510
447,895
Issue of shares to increase stake in
Triprop from 51% 80%
30 November 2022
447,900
$0.2300
103,017
Issue of shares
30 November 2022
36,641,411
$0.1500
5,496,212
Issue of shares
20 January 2023
19,742,938
$0.1500
2,961,450
Shares issued to increase Triprop
stake to 100%
24 February 2023
3,001,300
$0.1200
360,156
Issue of shares
5 April 2023
6,666,667
$0.1500
1,000,000
Shares issued to Botswana suppliers
23 June 2023
2,510,206
$0.1510
380,046
Cost of capital raised
–
$0.0000
(707,088)
Balance
30 June 2023
286,910,995
40,903,253
Issue of shares
11 March 2024
43,711,535
$0.0520
2,273,000
Share issued to Botswana suppliers
19 March 2024
510,249
$0.1434
73,219
Cost of capital raised
–
$0.0000
(210,073)
Balance
30 June 2024
331,132,779
43,039,399
ANNUAL REPORT 2024 | 41
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 2023 Annual Report.
NOTE 13. EQUITY – RESERVES
Consolidated
2024
2023
$
$
Financial assets at fair value through other comprehensive income reserve
(428,948)
(457,634)
Foreign currency reserve
547,224
937,635
Share-based payments reserve
3,005,701
2,587,701
Acquisition reserve
(1,200,869)
(1,200,869)
1,923,108
1,866,833
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.
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42 | COBRE LIMITED
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:
Foreign
currency
Acquisition
reserve
Financial
assets
Share based
payments
Total
Consolidated
$
$
$
$
$
Balance at 1 July 2022
16,199
(1,505,957)
(214,518)
2,490,588
786,312
Revaluation – net of tax
–
–
(243,116)
–
(243,116)
Foreign currency translation
921,436
–
–
–
921,436
Share based payments
–
–
–
97,113
97,113
Derecognition of NCI on increase in
ownership interests
–
3,493,997
–
–
3,493,997
Consideration to increase
ownership in KML from 51% to
100% including transactions costs *
–
(2,708,087)
–
–
(2,708,087)
Consideration to increase ownership
in Triprop from 51% to 80%**
–
(103,017)
–
–
(103,017)
Consideration to increase ownership
in Triprop from 80% to 100%***
–
(377,805)
–
–
(377,805)
Balance at 30 June 2023
937,635
(1,200,869)
(457,634)
2,587,701
1,866,833
Revaluation – net of tax
–
–
28,686
–
28,686
Foreign currency translation
(390,411)
–
–
–
(390,411)
Share based payments
–
–
–
418,000
418,000
Balance at 30 June 2024
547,224
(1,200,869)
(428,948)
3,005,701
1,923,108
*
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.
NOTE 14. EQUITY – DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
ANNUAL REPORT 2024 | 43
NOTE 15. 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:
Assets
Liabilities
2024
2023
2024
2023
Consolidated
$
$
$
$
US dollars
324,843
101,110
483,417
414,375
Pound Sterling
7,020
12,922
–
–
331,863
114,032
483,417
414,375
AUD strengthened
AUD weakened
Consolidated – 2024
% change
Effect
on profit
before tax
Effect on
equity
% change
Effect
on profit
before tax
Effect on
equity
US Dollars
10%
15,875
15,875
10%
(15,875)
(15,875)
Pound Sterling
10%
(702)
(702)
10%
702
702
15,173
15,173
(15,173)
(15,173)
AUD strengthened
AUD weakened
Consolidated – 2023
% change
Effect
on profit
before tax
Effect on
equity
% change
Effect
on profit
before tax
Effect on
equity
US Dollars
10%
31,326
31,326
10%
(31,326)
(3,126)
Pound Sterling
10%
(1,299)
(1,299)
10%
1,299
1,299
30,027
30,027
(30,027)
(1,827)
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44 | COBRE LIMITED
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 – 2024
% change
Effect
on profit
before tax
Effect on
equity
% change
Effect
on profit
before tax
Effect on
equity
Shares in listed entity
20%
–
109,006
20%
–
(109,006)
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)
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.
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated – 2024
%
$
$
$
$
$
Non-interest bearing
Trade payables
-
570,559
–
–
–
570,559
Other payables
-
357,679
–
–
–
357,679
Total non-derivatives
928,238
–
–
–
928,238
ANNUAL REPORT 2024 | 45
Weighted
average
interest rate
1 year or less
Between 1
and 2 years
Between 2
and 5 years
Over 5 years
Remaining
contractual
maturities
Consolidated – 2023
%
$
$
$
$
$
Non-interest bearing
Trade payables
–
481,592
–
–
–
481,592
Other payables
–
245,002
–
–
–
245,002
Total non-derivatives
726,594
–
–
–
726,594
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 16. 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:
Consolidated
2024
2023
$
$
Short-term employee benefits
724,000
570,667
Post-employment benefits
26,400
25,200
Share-based payments
397,100
97,113
1,147,500
692,980
NOTE 17. 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:
Consolidated
2024
2023
$
$
Audit services – Ernst & Young
Audit or review of the financial statements
122,880
129,885
Other services – Ernst & Young
Tax related services
14,000
18,054
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46 | COBRE LIMITED
Notes to the financial statements
NOTE 18. CONTINGENT LIABILITIES AND COMMITMENTS
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 19. RELATED PARTY TRANSACTIONS
Parent entity
Cobre Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 21.
Associates
Interests in associates are set out in note 8.
Key management personnel
Disclosures relating to key management personnel are set out in note 16 and the remuneration report included in the
directors’ report.
Transactions with related parties
The following transactions occurred with related parties:
Consolidated
2024
2023
$
$
Payment for goods and services:
Payment for investor relation services provided by Maroela Holdings
Pty Ltd and Tau Media Pty Ltd (entities related to Martin Holland)
37,642
53,340
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2024
2023
$
$
Current payables:
Fees payable to key management personnel
12,498
12,498
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
ANNUAL REPORT 2024 | 47
NOTE 20. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$
$
Loss after income tax
(2,346,548)
(1,705,440)
Total comprehensive income
(2,346,548)
(1,705,440)
Statement of financial position
Parent
2024
2023
$
$
Total current assets
741,216
5,688,293
Total assets
29,826,750
29,420,611
Total current liabilities
461,452
250,939
Total liabilities
420,794
250,939
Equity
Issued capital
43,039,400
40,903,253
Financial assets at fair value through other comprehensive income reserve
(428,948)
(457,634)
Share-based payments reserve
3,005,701
2,587,701
Accumulated losses
(16,210,197)
(13,863,648)
Total equity
29,405,956
29,169,672
Guarantees entered into by the parent entity in relation to the debts
of its subsidiaries
The parent entity has provided no guarantees in relation its subsidiaries.
Contingent liabilities
The parent entity had no contingent liabilities other than that disclosed in note 18.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the Consolidated Entity, as disclosed in note 1,
except for the following:
p
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
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48 | COBRE LIMITED
Notes to the financial statements
NOTE 21. 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:
Principal place of business/
Country of incorporation
Ownership interest
2024
2023
Name
%
%
Toucan Gold Pty Ltd
Australia
100.00%
100.00%
Cobre Kalahari Pty Ltd
Australia
100.00%
100.00%
Kalahari Metals Limited
United Kingdom
100.00%
100.00%
Kitlanya (Pty) Ltd
Botswana
100.00%
100.00%
Triprop Holdings Pty Ltd
Botswana
100.00%
100.00%
Cobre Innovations Pty Ltd
(incorporated 5 June 2024)
Australia
100.00%
–
NOTE 22. EVENTS AFTER THE REPORTING PERIOD
On 13 August 2024, the Company issued 33,211,542 fully paid ordinary shares raising $1,727,000 before costs, pursuant
to the second tranche of the capital raising announced to the ASX on 4 March 2024 and approved by shareholders on
6 August 2024. Of this amount, $100,000 was received before 30 June 2024, and recognised as liability.
On 23 September 2024, the Company announced that it had executed an LOI to negotiate exclusively with a wholly
owned subsidiary of BHP Group Ltd (BHP) for a material earn-in joint venture over Cobre’s Kiltanya West and East
Copper projects. An agreement with BHP is subject to approval and execution of formal binding documents and
the completion of BHP’s due diligence. Finalisation of an agreement with BHP allow the company to fully fund its
exploration programs on the Kitlanya West and East Projects. The Company’s Ngami and Okavango projects will
remain 100% owned by Cobre and not part of any agreement with BHP.
No other matter or circumstance has arisen since 30 June 2024 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.
NOTE 23. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH
USED IN OPERATING ACTIVITIES
Consolidated
2024
2023
$
$
Loss after income tax expense for the year
(2,389,088)
(1,754,845)
Adjustments for:
Depreciation and amortisation
1,401
1,402
Share-based payments
418,000
97,113
Non cash interest income
(860)
–
Net fair value loss on derivative financial assets
–
24,298
Share of equity accounted for losses for equity accounted investments
801,943
306,572
Gain on loan from joint venture partner
–
(414,081)
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
32,774
(122,819)
Increase in other operating assets
(15,130)
(13,079)
Decrease in trade and other payables
(188,290)
(188,285)
Net cash used in operating activities
(1,339,250)
(2,063,724)
ANNUAL REPORT 2024 | 49
NOTE 24. NON-CASH INVESTING AND FINANCING ACTIVITIES
The company issued 510,249 fully paid ordinary shares valued at $73,219 to settle payables to suppliers during
the current year.
In the prior 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 13, 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 during the prior year.
NOTE 25. EARNINGS PER SHARE
Consolidated
2024
2023
$
$
Loss after income tax
(2,389,088)
(1,754,845)
Non-controlling interest
–
14,636
Loss after income tax attributable to the owners of Cobre Limited
(2,389,088)
(1,740,209)
Number
Number
Weighted average number of ordinary shares used in calculating
basic earnings per share
300,432,191
240,594,468
Weighted average number of ordinary shares used in calculating
diluted earnings per share
300,432,191
240,594,468
Cents
Cents
Basic earnings per share
(0.80)
(0.72)
Diluted earnings per share
(0.80)
(0.72)
At 30 June 2024, the company had 37,613,500 (2023: 27,613,500) options over ordinary shares on issue that there
were excluded in the calculations of diluted earnings per share because there were anti-dilutive.
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50 | COBRE LIMITED
Notes to the financial statements
NOTE 26. 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
2024
Weighted
average
exercise price
2024
Number of
options
2023
Weighted
average
exercise price
2023
Outstanding at the beginning of the financial year
27,613,500
$0.2737
27,638,500
$0.2655
Granted
10,000,000
$0.0660
1,000,000
$0.3300
Expired
–
$0.0000
(1,025,000)
$0.3000
Outstanding at the end of the financial year
37,613,500
$0.2181
27,613,500
$0.2730
Exercisable at the end of the financial year
37,613,500
$0.2181
27,613,500
$0.2732
2024
Grant date
Expiry date
Exercise
price
Balance at the
start of the
year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of the
year
24/09/2019
23/09/2024
$0.2000
12,113,500
–
–
–
12,113,500
29/11/2019
23/09/2024
$0.2000
500,000
–
–
–
500,000
06/04/2021
06/04/2026
$0.3350
11,500,000
–
–
–
11,500,000
14/12/2021
30/11/2024
$0.3350
2,500,000
–
–
–
2,500,000
08/12/2022
08/12/2025
$0.3300
1,000,000
–
–
–
1,000,000
21/11/2023
28/11/2028
$0.0660
–
10,000,000
–
–
10,000,000
27,613,500
10,000,000
–
–
37,613,500
2023
Grant date
Expiry date
Exercise
price
Balance at the
start of the
year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of the
year
24/09/2019
23/09/2024
$0.2000
12,113,500
–
–
–
12,113,500
29/11/2019
23/09/2024
$0.2000
500,000
–
–
–
500,000
17/01/2020
16/01/2023
$0.3000
1,025,000
–
–
(1,025,000)
–
06/04/2021
06/04/2026
$0.3350
11,500,000
–
–
–
11,500,000
14/12/2021
30/11/2024
$0.3350
2,500,000
–
–
–
2,500,000
08/12/2022
08/12/2025
$0.3300
–
1,000,000
–
–
1,000,000
27,638,500
1,000,000
–
(1,025,000)
27,613,500
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.86 years
(2023: 2.74 years)
ANNUAL REPORT 2024 | 51
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
Share price at
grant date
Exercise price
Expected
volatility
Dividend yield
Risk-free
interest rate
Fair value at
grant date
08/12/2022
08/12/2025
$0.1950
$0.3300
95.00%
–
3.07%
$0.097
21/11/2023
21/11/2028
$0.0420
$0.0660
140.00%
–
4.10%
$0.042
A total share based payment expense of $418,000 (2023: $97,113) has been recognised during the financial year.
Shares issued to suppliers
On 19 March 2024, the company issued 510,249 fully paid ordinary shares valued at 14.3 cents per shares to trade
creditors. The total value of shares issued was $73,219.
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.
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52 | COBRE LIMITED
Notes to the financial statements
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52 | COBRE LIMITED
5
ANNUAL REPORT 2024 | 53
The company has the following subsidiaries:
Entity name
Entity type
Place formed/
Country of
incorporation
Ownership
interest
%
Tax residency
Toucan Gold Pty Ltd
Company
Australia
100.00%
Australia
Cobre Kalahari Pty Ltd
Company
Australia
100.00%
Australia
Kalahari Metals Limited
Company
United Kingdom
100.00%
United Kingdom
Kitlanya (Pty) Ltd
Company
Botswana
100.00%
Botswana
Triprop Holdings Pty Ltd
Company
Botswana
100.00%
Botswana
Cobre Innovations Pty Ltd
Company
Australia
100.00%
Australia
Consolidated entity
disclosure statement
5.
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54 | COBRE LIMITED
6
ANNUAL REPORT 2024 | 55
Directors’
declaration
6.
In the directors’ opinion:
p
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;
p
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;
p
the attached financial statements and notes give a true and fair view of the Consolidated Entity’s financial position
as at 30 June 2024 and of its performance for the financial year ended on that date;
p
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable; and
p
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
30 September 2024
30 June 2024
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56 | COBRE LIMITED
7
ANNUAL REPORT 2024 | 57
Independent
auditor’s report
7.
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 2024, the consolidated statement of profit or loss and other 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 material accounting policy information, the
consolidated entity disclosure statement, 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 2024 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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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58 | COBRE LIMITED
Independent auditor's report
Material uncertainty related to going concern
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
How our audit addressed the key audit matter
As at 30 June 2024, the Consolidated Entity’s
exploration assets of $29.7m represent 94% of the
total assets as disclosed in Note 10.
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.
Our audit procedures to address the Consolidated
Entity’s assessment of impairment indicators for
exploration assets included:
Understanding the current exploration program
and any associated risks.
Evaluating the Consolidated Entity’s right to
explore in the relevant exploration area, which
included obtaining and assessing supporting
documentation such as license agreements.
Assessing 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.
Agreeing on a sample basis, costs capitalised for
the period to supporting documentation and
assessing whether these costs meet the
requirements of Australian Accounting
Standards and the Consolidated Entity’s
accounting policy.
Assessing whether the methodology used by the
Consolidated Entity to identify indicators of
impairment met the requirements of Australian
Accounting Standards.
Evaluating the adequacy of the disclosures
included in the Notes to the financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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 matter described below to be the key audit
matter to be communicated in our report. For the matter below, our description of how our audit
addressed the matter is provided in that context.
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
ANNUAL REPORT 2024 | 59
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
►
The consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
►
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
►
The consolidated entity disclosure statement that is true and correct and is free of 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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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 2024 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 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.
WWW.COBRE.COM.AU
60 | COBRE LIMITED
Independent auditor's report
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.
►
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, 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.
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
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ANNUAL REPORT 2024 | 61
Report on the audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 12 to 17 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Cobre Limited for the year ended 30 June 2024, 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
James Johnson
Partner
Sydney
30 September 2024
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
WWW.COBRE.COM.AU
62 | COBRE LIMITED
8
ANNUAL REPORT 2024 | 63
ASX Additional
Information
8.
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 26 September 2024.
INFORMATION PURSUANT TO LISTING RULE 5.20
Perrinvale Project
The Perrinvale Project is based on a large conterminous group of eight exploration licenses (and one miscellaneous
license) held by Toucan Gold Pty Ltd, a wholly owned subsidiary of Cobre. The Perrinvale tenements total 285km2 in size.
Tenement/
Application
Holder/ Applicant
Shares
Grant Date
Expiry Date
Area1
E29/929-I
Toucan Gold Pty Ltd
100/100
25 Aug 2015
24 Aug 2025
19BL
E29/938-I
Toucan Gold Pty Ltd
100/100
8 Jul 2015
7 Jul 2025
13BL
E29/946-I
Toucan Gold Pty Ltd
100/100
18 Aug 2015
17 Aug 2025
5BL
E29/986
Toucan Gold Pty Ltd
100/100
11 Oct 2017
10 Oct 2027
12BL
E29/987
Toucan Gold Pty Ltd
100/100
19 Sep 2017
18 Sep 2027
4BL
E29/989
Toucan Gold Pty Ltd
100/100
19 Sep 2017
18 Sep 2027
3BL
E29/1017
Toucan Gold Pty Ltd
100/100
4 Jan 2018
3 Jan 2023
18BL
E29/1106
Toucan Gold Pty Ltd
100/100
14 May 2021
13 May 2026
20BL
L29/0155
Toucan Gold Pty Ltd
100/100
18 Jan 2022
17 Jan 2043
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
three tenements E29/929, 938 and 946.
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64 | COBRE LIMITED
ASX additional Information
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
Area1
E09/2316
Cobre Limited
51/100
9 Aug 2019
8 Aug 2024
65BL
E09/2316
GTTS Generations Pty Ltd
49/100
9 Aug 2019
8 Aug 2024
65BL
1
BL = Blocks
Sandiman Project tenement schedule representing the tenement ownership as detailed in the Department of Mines Industry Regulation
and Safety records. The tenement is currently in the process of being renewed with an application lodged.
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). Six of these licenses
are subject to a 2% Net Smelter Royalty held by Strata Investment Holdings plc (formerly Metal Tiger plc) and five 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.
Company
License
Expiry
Size (km2)
Royalty
Kitlanya Ltd
PL342/2016
31-Mar-26
950
Yes
Kitlanya Ltd
PL343/2016
31-Mar-26
995
Yes
Kitlanya Ltd
PL070/2017
30-Jun-26
826.4
Yes
Kitlanya Ltd
PL071/2017
30-Jun-26
295
Yes
Kitlanya Ltd
PL072/2017
30-Jun-26
238
Yes
Kitlanya Ltd
PL252/2022
30-Sep-25
162.28
No
Kitlanya Ltd
PL253/2022
30-Sep-25
14.2
No
Kitlanya Ltd
PL254/2022
30-Sep-25
148.42
No
Kitlanya Ltd
PL255/2022
30-Sep-25
41.61
No
Kalahari Metals Ltd
PL149/2017
30-Sep-24
999.5
Yes
Triprop Holdings (Pty) Ltd
PL035/2012
30-Sep-24
309
No
Triprop Holdings (Pty) Ltd
PL036/2012
30-Sep-24
51
No
Triprop Holdings (Pty) Ltd
PL041/2012
30-Sep-24
9
No
Triprop Holdings (Pty) Ltd
PL042/2012
30-Sep-24
272
No
Triprop Holdings (Pty) Ltd
PL043/2012
30-Sep-24
82
No
Total
5393.41
CORPORATE GOVERNANCE:
The Company’s Corporate Governance Statement for the financial year ended 30 June 2024 can be found at:
https://www.cobre.com.au/corporate-governance/
ANNUAL REPORT 2024 | 65
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
26 September 2023
22,219,908
7.74%
Strata Investment Holdings PLC
13 August 2024
88,316,075
24.24%
NUMBER OF HOLDERS OF EACH CLASS OF EQUITY SECURITIES
Category
Number of Holders
Fully Paid Ordinary Shares
1,457
Options exercisable at $0.066 expiring 21 November 2028 (not quoted on ASX)
7
Options exercisable at $0.33 expiring 8 December 2025 (not quoted on ASX)
1
Options exercisable at $0.335 expiring 6 April 2026 (not quoted on ASX)
5
Options exercisable at $0.335 expiring 30 November 2024 (not quoted on ASX)
1
Option exercisable at $0.078 expiring 13 August 2027
52
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
306
341,039,631
92.63
10,001 to 100,000
627
24,589,036
6.68
5,001 to 10,000
233
1,888,027
0.51
1,001 to 5,000
212
647,592
0.18
1 to 1,000
79
26,189
0.01
Total
100.00
UNMARKETABLE PARCELS
There are 387 shareholders with an unmarketable parcel of shares being a holding of less than 7,463 shares each for
a combined total of 1,273,419 shares. This is based on a closing price of $0.067 per share as at 25 September 2024
and represents 0.345% of the shares on issue on that day.
WWW.COBRE.COM.AU
66 | COBRE LIMITED
ASX additional Information
TOP 20 SHAREHOLDERS
Category
Number of
Shares
% of
Shares
STRATA INVESTMENT HOLDINGS PLC
86,263,257
23.43%
HOLLAND INTERNATIONAL PTY LTD
13,686,162
3.72%
MITCHELL FAMILY INVESTMENTS (QLD) PTY LTD
11,056,309
3.00%
BNP PARIBAS NOMS PTY LTD
10,859,404
2.95%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
10,675,359
2.90%
RESOURCE ASSETS PTY LTD
10,000,000
2.72%
BNP PARIBAS NOMINEES PTY LTD
9,538,690
2.59%
JEREMY LANE
6,730,770
1.83%
EMT SERVICES SYDNEY PTY LTD
5,800,000
1.58%
MR PETER DALLAS CHECKLEY & MS NIOMIE ESTHER VARADY
5,780,701
1.57%
CITICORP NOMINEES PTY LIMITED
5,416,850
1.47%
DANAWA (INV) PTY LTD
5,073,078
1.38%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
4,863,128
1.32%
SISSIAN INTERNATIONAL PTY LTD
4,799,052
1.30%
RICHMOND BRIDGE SUPERANNUATION PTY LTD
4,033,334
1.10%
INDLOVU CAPITAL
4,000,000
1.09%
JESSICA LEE FERTIG
4,000,000
1.09%
MR ASAD JABBAR
3,720,052
1.01%
BUILDING ON THE ROCK LIMITED
3,342,500
0.91%
MR PETER FOTINAKOS
3,150,000
0.86%
TOTAL TOP 20
212,788,646
57.79%
Total Shares
369,190,475
100.00%
ANNUAL REPORT 2024 | 67
UNQUOTED SECURITIES
Category
Number of Units
Number of Holders
Options exercisable at $0.066 expiring 21 November 2028
10,000,000
7
Options exercisable at $0.33 expiring 8 December 2025
1,000,000
1
Options exercisable at $0.335 expiring 6 April 2026
11,500,000
5
Options exercisable at $0.335 expiring 30 November 2024
2,500,000
1
Options exercisable at $0.078 expiring 13 August 2027
41,961,547
52
Distribution of Optionholders – exercisable at $0.066 expiring 21 November 2028
Holding Ranges
Holders
Total Units
Percentage
100,001 and Over
7
10,000,000
100.00%
10,001 to 100,000
0
0
0.00%
5,001 to 10,000
0
0
0.00%
1,001 to 5,000
0
0
0.00%
1 to 1,000
0
0
0.00%
Total
7
10,000,000
100.00%
Optionholders with more than 20% of the Class of Options:
Name
Number
Percentage
Holland International Pty Ltd
5,000,000
50.00%
Adam Wooldridge
2,500,000
25.00%
Distribution of Optionholders – exercisable at $0.33 expiring 8 December 2025:
Holding Ranges
Holders
Total Units
Percentage
100,001 and Over
1
1,000,000
100.00%
10,001 to 100,000
0
0
0.00%
5,001 to 10,000
0
0
0.00%
1,001 to 5,000
0
0
0.00%
1 to 1,000
0
0
0.00%
Total
1
1,000,000
100.00%
Optionholders with more than 20% of the Class of Options:
Name
Number
Percentage
Adam Wooldridge
1,000,000
100.00%
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68 | COBRE LIMITED
ASX additional Information
Distribution of Optionholders – exercisable at $0.335 expiring 6 April 2026:
Holding Ranges
Holders
Total Units
Percentage
100,001 and Over
5
11,500,000
100.00%
10,001 to 100,000
0
0
0.00%
5,001 to 10,000
0
0
0.00%
1,001 to 5,000
0
0
0.00%
1 to 1,000
0
0
0.00%
Total
5
11,500,000
100.00%
Optionholders with more than 20% of the Class of Options:
Name
Number
Percentage
Holland International Pty Ltd
6,650,000
57.82%
Sissian International Pty Ltd
3,100,000
26.95%
Distribution of Optionholders – exercisable at $0.335 expiring 30 November 2024:
Holding Ranges
Holders
Total Units
Percentage
100,001 and Over
1
2,500,000
100.00%
10,001 to 100,000
0
0
0.00%
5,001 to 10,000
0
0
0.00%
1,001 to 5,000
0
0
0.00%
1 to 1,000
0
0
0.00%
Total
1
2,500,000
100.00%
Optionholders with more than 20% of the Class of Options:
Name
Number
Percentage
C G Nominees (Australia) Pty Ltd
2,500,000
100.00%
ANNUAL REPORT 2024 | 69
Design & Production > APM Graphics Management > 1800 806 930
Distribution of Optionholders – exercisable at $0.078 expiring 13 August 2027
Holding Ranges
Holders
Total Units
Percentage
100,001 and Over
45
41,528,584
98.97%
10,001 to 100,000
7
432,963
1.03%
5,001 to 10,000
0
0
0.00%
1,001 to 5,000
0
0
0.00%
1 to 1,000
0
0
0.00%
Total
52
41,961,547
100.00%
There is no current on-market buy back.
There are no securities subject to escrow.
As at 26 September 2024, there are no issues of securities approved for the purposes of Item 7of section 611 of the
Corporations Act 2001 (Cth.) which have not yet been completed.
No securities were purchased on market during the reporting period under or for the purposes of an employee
incentive scheme or to satisfy the entitlements of the holders of options or other rights to acquire securities granted
under an employee incentive scheme.
The Company is listed on the Australian Securities Exchange under the code ‘CBE’.
Cobre Limited
Level 10, Kyle House
27 Macquarie Place
Sydney NSW 2000
+ 61 407 123 143
www.cobre.com.au