CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 16 -
DIRECTORS' REPORT
Your Directors submit their report for the year ended 30 June 2024.
Directors
dŚĞŶĂŵĞƐĂŶĚĚĞƚĂŝůƐŽĨƚŚĞĐŽŵƉĂŶLJ͛ƐĚŝƌĞĐƚŽƌƐŝŶŽĨĨŝĐĞĚƵƌŝŶŐƚŚĞfinancial year and until the date of this report
are as follows. Directors were in office for this entire period unless otherwise stated.
Current Directors
x
John Horsburgh BSc, MSc, FAIMM (Non-Executive Chairman) (Appointed 1 April 1999)
Mr John Horsburgh, a graduate of the Royal School of Mines, has over 40 years industry experience including 11 years
with Solomon Pacific Resources NL. Prior to this he gained extensive experience in Australia and overseas with Getty
Oil Development Co., Billiton and RTZ Group. Mr Horsburgh was a co-founder and Non-Executive Chairman of AIM
and TSX listed public company Mariana Resources Limited, prior to its takeover by Sandstorm Gold Ltd. Mr Horsburgh
has had no other directorships of ASX listed companies in the last three years.
ͻ
Dr Chris Ringrose BSc, PhD, MBA, MAIMM, MAICD (Managing Director) (Appointed 19 June 2003)
Dr Chris Ringrose has been an exploration geologist based mainly in Western Australia since he completed his geology
degrees in Scotland in 1982. His career has included experience with EZ, Chevron and Aztec, and prior to joining Cullen,
he was Exploration Manager with Troy Resources Limited for nine years. Dr Ringrose has also completed an MBA at
Deakin University and brings to the Company significant management, exploration and project evaluation experience
gained both in Australia and overseas. Dr Ringrose has had no other directorships of listed companies in the last three
years.
x
Wayne John Kernaghan BBus, ACA, FAICD, ACIS (Non-Executive Director and Company Secretary)
(Appointed 11 November 1997)
Mr Wayne Kernaghan is a member of the Institute of Chartered Accountants in Australia with a number of years
experience in various areas of the mining industry. He is also a Fellow of the Australian Institute of Company Directors.
During the past three years Mr Kernaghan has held, and is currently a director and holds, the following listed company
directorships:
-
Cassius Mining Limited (from 30 June 2005 to present)
Principal Activities
The principal activity for the Consolidated Entity comprising Cullen Resources Limited ("the Company") and its
controlled entities (together "the Consolidated Entity") during the course of the financial year was mineral
exploration. There was no significant change in the nature of the Consolidated Entity's activities during the year.
Results
The loss attributable to the Consolidated Entity for the financial year was $1,141,386 (2023: loss $1,166,070). No
income tax was attributable to this result (2023: $Nil).
Dividends
The directors do not recommend the payment of a dividend for this financial year. No dividend has been declared or
paid by the Company since the end of the previous financial year.
Significant Changes in the State of Affairs
In the opinion of the directors there were no significant changes in the state of affairs of the Consolidated Entity that
occurred during the financial year under review not otherwise disclosed in this report or the consolidated financial
statements.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 17 -
Review of Operations
Cullen is a mineral exploration company currently focused on a search for gold, lithium-in-pegmatites, base metals
and nickel-copper-PGE deposits, either in its own right, or in Joint Ventures managed by partners.
ƵƌŝŶŐƚŚĞLJĞĂƌƵŶĚĞƌƌĞǀŝĞǁ͕ƚŚĞŽŵƉĂŶLJ͛ƐŵŝŶĞƌĂůĞdžƉůŽƌĂƚŝŽŶŚĂƐŝŶĐůƵĚĞĚ͗ƉƌŽũĞĐƚŐĞŶĞƌĂƚŝŽŶ͖ĚĂƚĂďĂƐĞƌĞǀŝĞǁƐ͖
field mapping and prospecting; geochemical and geophysical surveying; and drilling. Field activities were focused on
exploration for gold, lithium, and base metals at Wongan Hills, Bromus South and Barlee projects, and air core drilling
was completed at Bromus South following a heritage survey.
The Company has farmed out its Finland interests to Capella Minerals Limited who anticipate the commencement of
drilling of key targets for Cu-Au later in 2024.
Exploration, including joint operations, are in Western Australia and in Finland.
Current Key Projects and Joint Ventures are:
x
Wongan Hills (gold, base metals, rare element pegmatites and Ni-Cu- PGE) - Wheatbelt, WA
x
North Tuckabianna (copper and gold) - Murchison, WA
x
Barlee (gold and rare element pegmatites) - Murchison, WA
x
Bromus South (gold and rare element pegmatites) - Eastern Goldfields, WA
x
Mt Eureka JV (gold, VHMS and nickel) - North Eastern Goldfields, WA
x
Killaloe JV (gold and nickel) - Eastern Goldfields, WA
x
Finland JV (copper-gold)
A total of $ 731,897 (2023: $854,443) was spent on exploration by Cullen during the year, with Joint Venture Partners
contributing further exploration funds on Cullen tenements.
Cullen will continue to identify and evaluate both advanced and "grass roots" opportunities throughout Australia and
Finland. ƵůůĞŶ͛Ɛ ƉŽƌƚĨŽůŝŽ ŝƐ ƵŶĚĞƌ ĐŽŶƚŝŶƵĂů ĞǀĂůƵĂƚŝŽŶ ƚŽ ĨŽĐƵƐ ŽŶ ƉƌŽũĞĐƚƐ ůŝŬĞůLJ ƚŽ ƌĞƐƵůƚ ŝŶ ĚŝƐĐŽǀĞƌLJ ŽĨ ĂŶ
economic mineral deposit.
Corporate
At 30 June 2024 available cash totalled $91,931 (2023: $588,109). Refer note 1 (c) to the Financial Statements for
discussion on going concern basis of preparation.
After Balance Date Events
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect the operations
of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in the
subsequent financial years other than:
x
On 22 July 2024 the Company announced a pro-rata non renounceable rights issue for up to 190,057,044 new shares
on the basis of one new share for every three shares to raise up to $1,140,436 at $0.006 per share. At the conclusion of
the rights issue the company raised $739,372 and issued 123,228,615 ordinary fully paid shares on 23 August 2024.
Likely Developments and Future Results
Other than as referred to in this report, further information as to likely developments in the operations of the
Consolidated Entity and the expected results of those operations would, in the opinion of the directors, be speculative
and not in the best interests of the Consolidated Entity.
Environmental Regulation
The exploration activities of the Consolidated Entity in Australia are subject to environmental regulation under the
laws of the Commonwealth and the States in which those exploration activities are conducted. The environmental
laws and regulations generally address the potential impact of the Consolidated Entity's activities in the areas of water
and air quality, noise, surface disturbance and the impact upon flora and fauna. The directors are not aware of any
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 18 -
environmental matter which would have a materially adverse impact on the overall business of the Consolidated
Entity.
Options
As at the date of this report the Company has 18,000,000 (2023: 18,000,000) options which were outstanding. During
the year 18,000,000 (2023: Nil) options were issued and 18,000,000 (2023: Nil) options expired. Refer to Note 11 of
the financial statements for further details of the options outstanding.
During the year no fully paid ordinary shares were issued by virtue of the exercise of options (2023: Nil). Since the
end of the financial year no shares have been issued by virtue of the exercise of options (2023: Nil).
ŝƌĞĐƚŽƌƐ͛/ŶƚĞƌĞƐƚ
At the date of this report, the interest of the directors in the shares and options of the company were:
2024
Direct
Indirect
Fully Paid Shares
Options
Fully Paid Shares
Options
J. Horsburgh
-
-
28,371,053
3,000,000
C. Ringrose
14,738,760
12,000,000
-
-
W. Kernaghan
-
-
27,344,823
3,000,000
Directors' Meetings
During the year the Company held four meetings of directors. The attendance of the directors at meetings of the
Board were:
No. of meetings
attended
Maximum possible
eligible to attend*
J. Horsburgh
4
4
C. Ringrose
4
4
W. Kernaghan
4
4
*Number of meetings eligible to attend while a director.
Indemnification and insurance of Directors and Officers
The Company has entered into deeds of indemnity with the Directors indemnifying them against certain liabilities
and costs to the extent permitted by law. The Company has paid premiums totalling $14,671 (2023: $14,644) in
respect of Directors and Officers Liability Insurance and Company reimbursement policies, which covers all Directors
and Officers of the Company. The policy conditions preclude the Company from any detailed disclosures.
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Rothsay Audit & Assurance Pty
Ltd, 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 In.Corp Audit & Assurance Pty Ltd during or
since the financial year.
Employees
The Consolidated Entity employed one employee as at 30 June 2024 (2023: one).
Corporate Governance
In recognising the need for the highest standard of corporate behaviour and accountability, the directors of Cullen
Resources Limited support and have adhered to the principles of good corporate governance. The CŽŵƉĂŶLJ͛Ɛ
corporate governance statement is on page 26.
Auditor Independence
dŚĞĚŝƌĞĐƚŽƌƐŚĂǀĞƌĞĐĞŝǀĞĚƚŚĞĂƵĚŝƚŽƌ͛ƐŝŶĚĞƉĞŶĚĞŶĐĞĚĞĐůĂƌĂƚŝŽŶĨŽƌƚŚĞLJĞĂƌĞŶĚĞĚϯϬ:ƵŶĞ 2024 which is on
page 25 and forms part of this directoƌƐ͛ƌĞƉŽƌƚ͘&ŽƌƚŚĞLJĞĂƌIn.Corp Audit & Assurance Pty Ltd have provided non-
audit services to the Consolidated Entity in the amount of $Nil (2023: $Nil).
The directors are satisfied that non-audit services are compatible with the independence requirements of the
Corporations Act 2001. The nature and scope of the non-audit services provided has meant that auditor
independence was not compromised.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 19 -
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each director of Cullen Resources Limited.
This remuneration report outlines the director and executive remuneration arrangements of the Consolidated Entity
in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report,
key management personnel (KMP) of the Consolidated Entity are defined as those persons having authority and
responsibility for planning, directing and controlling the exploration activities of the Consolidated Entity, directly or
indirectly, including any director (whether executive or otherwise) of the parent company. Only directors of the
Consolidated Entity meet the definition of key management personnel as the executive role is performed by the
executive director.
Details of key management personnel:
Directors
J. Horsburgh
Chairman (Non-Executive)
C. Ringrose
Managing Director
W. Kernaghan
Director (Non-Executive)
Remuneration Policy
The remuneration policy of Cullen Resources Limited has been designed to align director objectives with shareholder
and business objectives by providing a fixed remuneration component and offering specific long-term incentives. The
board of Cullen Resources Limited believes the remuneration policy to be appropriate and effective in its ability to
attract and retain the best executives and directors to run and manage the Company as well as create goal congruence
between directors and shareholders.
The BŽĂƌĚ͛ƐƉŽůŝĐLJĨŽƌĚĞƚĞƌŵŝŶŝŶŐƚŚĞŶĂƚƵƌĞĂŶĚĂŵŽƵŶƚŽĨƌĞŵƵŶĞƌĂƚŝŽŶĨŽƌBoard members is as follows.
The remuneration policy, setting the terms and conditions for the executive director was developed by the Board. The
executive receives a base salary on factors such as length of service and experience, superannuation, options and
incentives. The Board reviews executive packages annually by reference to executive performance and comparable
information from industry sectors and other listed companies in similar industries.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time,
commitment and responsibilities. The Board determines payments to the non-executive directors and reviews their
remuneration annually, based on market practice, duties and accountability. Independent external advice is sought
when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting. Fees for non-executive directors are not linked to either
long term or short term performance of the Consolidated Entity. ,ŽǁĞǀĞƌ͕ƚŽĂůŝŐŶĚŝƌĞĐƚŽƌƐ͛ŝŶƚĞƌĞƐƚǁŝƚŚƐŚĂƌĞŚŽůĚĞƌ
interests, the directors are encouraged to hold shares in the Company. There is a specified aggregate directors fees
of $250,000 for non-executive directors which was approved by shareholders at a general meeting of the Company.
The $250,000 excludes other services outside of non-executive directors' fees. No remuneration consultants have
been engaged during the current and prior years.
Remuneration Incentives
Director and executive remuneration is currently not linked to either long term or short term performance conditions.
The Board feels that the expiry date and exercise price of options when issued to the directors and executives are
sufficient to align the goals of the directors and executives with those of the shareholders to maximise shareholder
wealth, and as such, has not set any performance conditions for the directors or the executives of the Company. The
Board will continue to monitor this policy to ensure that it is appropriate for the Company in future years.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 20 -
Group performance and shareholder wealth
Below is a table summarising key performance and shareholder wealth statistics for the Consolidated Entity over the
last five years.
Financial Year
Loss After Tax
$
EPS
Cents
Share Price
Cents
30 June 2020
773,710
(0.40)
1.4
30 June 2021
1,346,651
(0.44)
2.6
30 June 2022
1,379,364
(0.35)
1.2
30 June 2023
1,166,070
(0.25)
0.9
30 June 2024
1,141,386
(0.21)
0.7
Employment Contract - Managing Director
Pursuant to an agreement Dr Ringrose will provide managing director services to the Company. The term of this
arrangement is from 1 November 2006 and will continue thereafter unless terminated on not less than three months'
notice given at any time. Effective from 1 July 2021 ƌZŝŶŐƌŽƐĞ͛ƐƐĂůĂƌLJŝƐΨ210,000 pa. The position of the director
will become redundant under this agreement in the limited circumstances where the employment of the Managing
Director is terminated as a result of a takeover or merger of the Company. The Company will pay the Managing
Director the equivalent of four weeks per year of service or part thereof of his base salary as a redundancy payment.
As part of Dr Ringrose's employment package he was issued with 12,000,000 options on 21 December 2023 with the
following terms. The options will expire on the earlier of the date which is one month after the Director to whom the
options are issued ceases to be a Director of the Company (or such longer period as determined by the Board of
Directors) or at 5.00 pm on 30 November 2026 ("the Expiry Date") with an exercise price of $0.0138 which vested on
issue. 12,000,000 options were issued to Dr Ringrose in the current financial year.
During the year the Board paid a discretionary bonus of Nil (2023: Nil) to Dr Ringrose.
Non-Executive Directors
The non-executive directors have been issued with 3,000,000 options each on 21 December 2023 with the following
terms. The options will expire on the earlier of the date which is one month after the Director to whom the options
are issued ceases to be a Director of the Company (or such longer period as determined by the Board of Directors) or
at 5.00 pm on 30 November 2026 ("the Expiry Date") with an exercise price of $0.0138 which vested on issue.
3,000,000 options were issued to each of the Non-Executive Directors in the current financial year.
ŝƌĞĐƚŽƌƐ͛ĂŶĚ džĞĐƵƚŝǀĞƐ͛ZĞŵƵŶĞƌĂƚŝŽŶ
Details of remuneration provided to directors for the year ended 30 June 2024 are as follows:
Directors
Short Term
Post
Employ-
ment
Long
Term
Share
Based
Payments
Total
$
Perfor-
mance
Related
%
Director
Fees
$
Salary/
Consulting
$
Bonus
$
Non
Monetary
Benefits
$
Super-
annuation
$
Long
Service
Leave
$
Options
$
J. Horsburgh
27,500
-
-
-
3,162
-
8,640
39,302
21.98
C. Ringrose
-
210,000
-
* 5,417
24,150
3,508
34,560
277,635
12.45
W. Kernaghan
25,000
**32,125
-
-
2,875
-
8,640
68,640
12.06
Total
52,500
242,125
-
5,417
30,187
3,508
51,840
385,577
13.34
* This relates to the provision of a motor vehicle.
**Consultancy payments were made to Mosman Corporate Services Pty Ltd totalling $32,125 which is a company controlled
by Mr W Kernaghan. There was $3,125 outstanding at 30 June 2024.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 21 -
Details of remuneration provided to directors for the year ended 30 June 2023 are as follows:
Directors
Short Term
Post
Employ-
ment
Long
Term
Share
Based
Payments
Total
$
Perfor-
mance
Related
%
Director
Fees
$
Salary/
Consulting
$
Bonus
$
Non
Monetary
Benefits
$
Super-
annuation
$
Long
Service
Leave
$
Options
$
J. Horsburgh
27,500
-
-
-
2,888
-
-
30,388
-
C. Ringrose
-
210,000
-
* 5,417
22,050
4,227
-
241,694
-
W. Kernaghan
25,000
**29,625
-
-
2,625
-
-
57,250
-
Total
52,500
239,625
-
5,417
27,563
4,227
-
329,332
-
* This relates to the provision of a motor vehicle.
**Consultancy payments were made to Mosman Corporate Services Pty Ltd totalling $29,625 which is a company
controlled by Mr W Kernaghan. There was $1,500 outstanding at 30 June 2023.
Shares issued on exercise of remunerated options
During the financial year nil (2023: Nil) remunerated options were exercised. During the financial year 18,000,000
(2023: Nil) options were issued and 18,000,000 (2023: Nil) options expired. The directors exercised nil (2023: Nil)
options during the year.
Options granted as part of remuneration for the year ended 30 June 2024
Directors
Value of options
granted during the
year
$
Value of options
exercised during the
year
$
Value of options
expired during the year
$
Total value of options
granted, exercised and
expired during the year
$
J. Horsburgh
8,640
-
(19,800)
(11,160)
C. Ringrose
34,560
-
(79,200)
(44,640)
W. Kernaghan
8,640
-
(19,800)
(11,160)
Options granted as part of remuneration for the year ended 30 June 2023
Directors
Value of options
granted during the
year
$
Value of options
exercised during the
year
$
Value of options
expired during the year
$
Total value of options
granted, exercised and
expired during the year
$
J. Horsburgh
-
-
-
-
C. Ringrose
-
-
-
-
W. Kernaghan
-
-
-
-
Option holdings of directors
Directors
Balance at
beginning of
year 1 July 2023
Number
Options
issued
Number
Options
lapsed
Number
Balance at end
of year
30 June 2024
Number
Total
Number
Vested and
exercisable at
30 June 2024
Number
J Horsburgh
3,000,000
3,000,000
(3,000,000)
3,000,000
3,000,000
3,000,000
C Ringrose
12,000,000
12,000,000
(12,000,000)
12,000,000
12,000,000
12,000,000
W Kernaghan
3,000,000
3,000,000
(3,000,000)
3,000,000
3,000,000
3,000,000
Total
18,000,000
18,000,000
(18,000,000)
18,000,000
18,000,000
18,000,000
The outstanding options are exercisable at $0.0138 and have an expiry date of 30 November 2026.
These options had a weighted average exercise price of $0.0138 and a weighted average remaining contractual life of
2.42 years.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 22 -
Balance at
beginning of
year
1 July 2022
Number
Options
issued
Number
Options
lapsed
Number
Balance at end
of year
30 June 2023
Number
Total
Number
Vested and
exercisable at
30 June 2023
Number
Directors
J Horsburgh
3,000,000
-
-
3,000,000
3,000,000
3,000,000
C Ringrose
12,000,000
-
-
12,000,000
12,000,000
12,000,000
W Kernaghan
3,000,000
-
-
3,000,000
3,000,000
3,000,000
Total
18,000,000
-
-
18,000,000
18,000,000
18,000,000
The outstanding options are exercisable at $0.028125 and have an expiry date of 30 November 2024.
These options had a weighted average exercise price of $0.028125 and a weighted average remaining contractual life
of 0.42 years
Shareholdings of directors
Directors
Balance
1 July 2023
Number
Options
Exercised
Number
Net Change
Purchase
Number
Balance
30 June 2024
Number
J Horsburgh
17,930,186
-
3,529,411
21,459,597
C Ringrose
7,524,659
-
3,529,411
11,054,070
W Kernaghan
16,979,206
-
3,529,411
20,508,617
Total
42,434,051
-
10,588,233
53,022,284
Directors
Balance
1 July 2022
Number
Options
Exercised
Number
Net Change
Purchase
Number
Balance
30 June 2023
Number
J Horsburgh
13,447,639
-
4,482,547
17,930,186
C Ringrose
5,643,494
-
1,881,165
7,524,659
W Kernaghan
12,734,404
-
4,244,802
16,979,206
Total
31,825,537
-
10,608,514
42,434,051
The directors' shareholdings are held directly and indirectly.
dŚĞƌĞǁĞƌĞŶŽůŽĂŶƐƚŽŝŽŶƚŽǁŶ has aŶ 80% interest; Cullen is 20% free carriedƚŽĚĞĐŝƐŝŽŶƚŽŵŝŶĞ͘
c)
ZŽdžĐĂŶĞĂƌŶƵƉƚŽĂϳϱйŝŶƚĞƌĞƐƚ͘
d)
ƵůůĞŶϯϬйĂŶĚĂƉĞůůĂDŝŶĞƌĂůƐ>ŝŵŝƚĞĚϳϬй͕ũŽŝŶƚŽǁŶĞƌƐŽĨƵůůĞŶ&ŝŶůĂŶĚKLJĂŶĚŝƚƐĂƐƐĞƚƐŝŶ&ŝŶůĂŶĚ͘
The joint operations are not separate legal entities. They are contractual arrangements between the participants for
the sharing of costs and any outputs and do not, in themselves, generate revenue and profit. The net contribution of
any joint operations to the operating profit before income tax is $nil (2023: $nil)͘dŚĞŽŶƐŽůŝĚĂƚĞĚ ŶƚŝƚLJ͛ƐĂƐƐĞƚs
employed in the jointly controlled assets, are recorded as nil.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 43 -
17. COMMITMENTS
Minimum exploration work
The Consolidated Entity has certain obligations to perform minimum exploration work and expend minimum amounts
of money on mineral exploration tenements. The Consolidated Entity is required to expend a minimum of $590,000
(2023: $600,500) over the next year to keep its current tenements in good standing.
18. RELATED PARTIES
Payments to director related companies
Transactions between related parties are on normal commercial terms and conditions no more favourable than those
available to other parties unless otherwise stated. Consultancy payments were made to Mosman Corporate Services
Pty Ltd totalling $32,125 (2023: $29,625) which is a company controlled by Mr W Kernaghan. There was $3,125 (2023:
$1,500) outstanding at 30 June 2024.
19. OPERATING SEGMENTS
Identification of Reportable Segments
The Consolidated Entity has based its operating segment on the internal reports that are reviewed and used by the
executive management team in assessing performance and in determining the allocation of resources.
The Consolidated Entity currently does not have production and is only involved in exploration. As a consequence,
activities in the operating segment are identified by management based on the manner in which resources are
allocated, the nature of the resources provided and the identity of the manager and country of expenditure. Discrete
financial information about each of these areas is reported to the executive management team on a monthly basis.
Based on this criteria, the Consolidated Entity has only one operating segment, being exploration, and the segment
ŽƉĞƌĂƚŝŽŶƐĂŶĚƌĞƐƵůƚƐĂƌĞƚŚĞƐĂŵĞĂƐƚŚĞŽŶƐŽůŝĚĂƚĞĚ ŶƚŝƚLJ͛ƐƌĞƐƵůƚƐ͘
20. STATEMENT OF CASH FLOWS
(i) Reconciliation of cash
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash at bank and short term deposits at
call. Cash at the end of the financial year as shown in the Consolidated Statement of Cash Flows is reconciled to the
related items in the Consolidated Statement of Financial Position as follows:
Consolidated
2024
2023
$
$
Cash at bank
91,931
588,109
(ii) Reconciliation of operating (loss)
after income tax to net cash used in operating activities
Operating (loss) after income tax
(1,141,386)
(1,166,070)
Add/(less) non cash items
Share based payments
51,840
-
Depreciation
10,947
12,651
Items re-classified to investing activities
Impairment of exploration
754,115
828,588
Profit on sale of exploration interest
(114,368)
(76,817)
Changes in Assets and Liabilities
(Decrease) / Increase in provisions for employee benefits
11,985
17,954
(Decrease) / Increase in trade and other payables
(14,111)
4,140
Decrease / (Increase) in receivables
2,329
(7,959)
Net operating cashflows
(438,649)
(387,513)
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 44 -
21.
EARNINGS/(LOSS) PER SHARE
Consolidated
2024
2023
$
$
Basic (loss) per share (cents per share)
(0.21)
(0.25)
Diluted (loss) per share (cents per share)
(0.21)
(0.25)
The following reflects the income and share data used
in the calculations of basic and diluted (loss) per share
Net (loss)
(1,141,386)
(1,166,070)
Weighted average number of ordinary shares used in
the calculation of basic and diluted earnings per share
543,712,297
467,899,579
Options on issue at year end are not dilutive and hence
not used in the calculation of diluted EPS
18,000,000
18,000,000
22. FINANCIAL INSTRUMENTS
The Consolidated Entity's financial instruments comprise receivables, payables, and cash and short-term deposits.
The Consolidated Entity manages its exposure to key financial risks, including interest rate risk in accordance with the
Consolidated Entity's financial risk management policy. The objective of the policy is to support the delivery of the
Consolidated Entity's financial targets whilst protecting future financial security.
The Board reviews and agrees policies for managing each of these risks as summarised below.
Primary responsibility for identification and control of financial risks rests with the Board of Directors. Due to the size
and nature of the company's operations, and as the company does not use derivative instruments or debt, the directors
do not believe the establishment of a risk management committee is warranted.
(a) Interest Rate Risk
The Consolidated Entity's exposure to market interest rates relates primarily to the Consolidated Entity's cash and cash
equivalents.
The Consolidated Entity's exposure to interest rate risk for each class of financial assets and financial liabilities is set out
below.
Consolidated
Financial Instruments
Floating
interest rate
Floating
interest rate
2024
2023
$
$
Financial Assets
Cash and cash equivalents
91,931
588,109
Total Financial Assets
91,931
588,109
Cash gives rise to interest rate risk because the interest rate is variable.
The following summarises the effect on loss and equity of financial instruments held at balance date as a result of a 0.5%
movement in interest rates, with all other variables remaining constant.
Consolidated
(Decrease)/Increase in loss/equity
2024
2023
$
$
Interest rate +0.5%
(460)
(2,941)
Interest rate -0.5%
460
2,941
The selection of 0.5% sensitivity check was based on recent interest rate adjustments. The same basis was adopted in
2023.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 45 -
(b) Currency Risk
The Consolidated Entity has limited exposure to foreign currency risk as it pays for its overseas exploration activities in
Finland from Australia in various overseas currencies.
(c) Credit Risk
Credit risk arises from the financial assets of the Consolidated Entity, namely cash at bank, trade and other receivables.
The Consolidated Entity's exposure to credit risk arises from potential default of the counter party, with a maximum
exposure equal to its carrying amount. Exposure at balance date is addressed in each applicable note.
The Consolidated Entity does not hold any credit derivatives to offset its credit exposure.
Cash at bank and receivable balances are monitored on an ongoing basis with the result that the Consolidated Entity's
exposure to bad debts is not significant. Receivables are due from the Australian Taxation Office and other government
bodies while bank balances are with reputable Australian banks which have very low default risk.
There are no significant concentrations of credit risk within the Consolidated Entity and cash and cash equivalents are
spread amongst the big four Australian Banks.
(d) Liquidity Risk
The liquidity position of the Consolidated Entity is managed to ensure sufficient liquid funds are available to meet the
Consolidated Entity's financial commitments in a timely and cost-effective manner. The Consolidated Entity funds its
activities through capital raisings in order to limit its liquidity risk which is monitored on a monthly basis.
Contractual maturity of the trade payables is within 30 day terms.
The Consolidate Entity manages its liquidity risk by monitoring the total cash inflows and outflows expected on a monthly
basis. The Consolidated entity has established comprehensive risk reporting covering its business units that reflect
expectations of management of the expected statement of financial assets and liabilities.
(e) Capital Management
Management controls the capital of the Consolidated Entity in order to provide the shareholders with adequate returns
and ensure that the Consolidated Entity can fund its operations and continue as a going concern.
There are no externally imposed capital requirements.
Management effectively manages the group's capital by assessing the Consolidated Entity's financial risks and adjusting
its capital structure in responses to include the management of debt levels, distributions to shareholders and share issues.
The Consolidated Entity uses cash flow forecasts to manage and adjust its capital management.
There have been no changes in the strategy adopted by management to control the capital of the Consolidated Entity
since the prior year.
Capital managed by the Consolidated Entity consists of shareholders equity.
Consolidated
2024
2023
$
$
Shareholders equity
4,701,139
5,230,685
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 46 -
23. AUDITOR'S REMUNERATION
Consolidated
Amounts paid or due and payable for :
2024
2023
$
$
-
an audit and review of the financial report of the entity and any other entity
in the Consolidated Entity ʹ In.Corp Audit & Assurance Pty Ltd (current
auditor)
18,250
18,000
-
taxation services provided to the Consolidated Entity
-
-
18,250
18,000
24. PARENT ENTITY INFORMATION
Information relating to Cullen Resources Limited:
2024
$
2023
$
Current assets
82,154
587,754
Total assets
4,707,149
4,660,110
Current liabilities
6,010
17,179
Total liabilities
6,010
17,179
Issued capital
50,578,080
50,018,080
Accumulated losses
(45,928,781)
(44,906,195)
Share based payment reserve
51,840
118,800
Total shareholders' equity
4,701,139
5,230,685
Loss of the parent entity
1,141,386
1,166,070
Total comprehensive income of the parent entity
1,141,386
1,166,070
The parent entity has no contingent liabilities, nor does it have any contractual commitments for the acquisition of property, plant
or equipment.
25. SUBSEQUENT EVENTS
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event
of a material and unusual nature likely, in the opinion of the directors, to affect the operations of the Consolidated Entity, the results
of those operations or the state of affairs of the Consolidated Entity in the subsequent financial years other than:
On 22 July 2024 the Company announced a pro-rata non renounceable rights issue for up to 190,057,044 new shares on the basis of
one new share for every three shares to raise up to $1,140,436 at $0.006 per share. At the conclusion of the rights issue the company
raised $739,372 and issued 123,228,615 ordinary fully paid shares on 23 August 2024.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 47 -
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Consolidated entity disclosure statement as at 30 June 2024.
Entity Name
Body Corporate
Place formed/incorporated
% of capital held
Tax Residency
Cullen Resources Limited
Public Company
Australia
100%
Australia
Cullen Minerals Pty Limited
Pty Limited Company
Australia
100%
Australia
Cullen Exploration Pty Ltd
Pty Ltd Company
Australia
100%
Australia
Bearmark Investments Pty
Ltd
Pty Ltd Company
Botswana
100%
Botswana
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 48 -
DIRECTORS' DECLARATION
In accordance with a resolution of the directors of Cullen Resources Limited, I state that:
In the opinion of the directors:
(a)
the financial statements and notes of the Consolidated Entity are in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Consolidated Entity͛ƐĨŝŶĂŶĐŝĂůƉŽƐŝƚŝŽŶĂƐĂƚϯϬ June 2024 and
of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian Accounting
Interpretations) and the Corporations Regulations 2001; and
(b)
the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in Note 1(b).
(c)
subject to the achievement of the matters in Note 1(c), there are reasonable grounds to believe that
the Company will be able to pay its debts as and when they become due and payable.
(d)
this declaration has been made after receiving the declaration required to be made to the directors
in accordance with section 295A of the Corporations Act 2001 for the financial year ended
30 June 2024.
(e)
the Consolidated Entity Disclosure Statement is true and correct
On behalf of the Board
C. Ringrose
Director
Perth, WA
25 September 2024
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the members of Cullen Resources Limited
Qualified Opinion
We have audited the financial report of Cullen Resources Limited (“the
Company”) and its controlled entities (“the Group”), which comprises
the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of profit and loss and other comprehensive
income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and 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 Group, is in
accordance with the Corporations Act 2001, including:
a)
giving a true and fair view of the Group’s financial position as at 30
June 2024 and of its financial performance for the year then ended;
and
b)
complying
with
Australian
Accounting
Standards
and
the
Corporations Regulations 2001.
CULLEN RESOURCES LIMITED
INDEPENDENT AUDITOR’S REPORT
Basis for Qualified Opinion
As disclosed in Note 8 to the financial statements, on 12 April 2017, the
Group sold its 30% contributing interest in the Mt Stuart Iron Ore Joint
Venture and recognised a deferred consideration of $1,000,000 and a
1% FOB royalty of $3,747,995. In estimating the recoverability of these
assets as at 30 June 2024, the directors used a discounted cash flow
model with a number of assumptions as to the timing and quantum of
future cash flows. The directors have determined that the discounted
cash flow model supports the carrying value of these assets.
For the audit of the Group’s financial report for the year ended 30 June
2024, we have been unable to obtain sufficient appropriate audit
evidence to assess the reasonableness of the directors’ assumptions
adopted
in
determining
the
carrying
value
of
these
assets.
Consequently,
we
are
unable
to
determine
the
accuracy
and
appropriateness of the carrying value of these assets, their classification
and related disclosures as disclosed in the financial report.
The Group’s audit report for the year ended 30 June 2023 was similarly
qualified in relation to this matter.
Liability limited by a scheme approved under Professional Standards Legislation
Basis for Qualified Opinion (continued)
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
these standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of this report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (Including Independence Standards) (the “Code”) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Group, would be in the same terms if given to the directors as at the time
of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our qualified opinion.
CULLEN RESOURCES LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Emphasis of Matter - Material Uncertainty Related to Going Concern
We draw attention to Note 1 to the financial report, which indicates that the group incurred a net loss of
$1,141,385 during the year ended 30 June 2024 and as of that date the Group’s current liabilities
exceeded its current assets by $59,572. As stated in Note 1, these events or conditions along with
other matters as set forth in Note 1 indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern and therefore the Group may be unable to
realise its assets and discharge its liabilities in the normal course of business. Our opinion is not
modified in respect of this matter.
CULLEN RESOURCES LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Key Audit Matters
In addition to the matter described in the Basis for Qualified Opinion section, we have determined the
matters described below to be key audit matters. Key audit matters are those matters that, in our
professional judgement, were of most significance in our audit of the financial report of the current
period. These matters were addressed in the context of our audit of the financial report as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter - Exploration and
Evaluation Expenditure
How our Audit Addressed the Key Audit
Matter
The
Group
has
expensed
$754,115
on
explorationandevaluationduringtheyear.
Whilst we do not consider exploration and
evaluation expenditure to be at a high risk of
significant
misstatement,
but
due
to
the
materiality of the balance in the context of the
financial
statements
as
a
whole,
this
is
consideredtobeaKeyAuditMatter.
The audit procedures that we performed included
the following:
•
We
assessed
exploration
and
evaluation
expenditure
with
reference
to
AASB
6
“Exploration for and Evaluation of Mineral
Resources”.
•
We
tested
a
sample
of
exploration
and
evaluation
expenditure
to
supporting
documentation to ensure they were bona fide
payments; and
•
We documented and assessed the processes
and controls in place to record exploration and
evaluation transactions.
•
We
assessed
the
appropriateness
of
the
disclosures included in the financial report.
CULLEN RESOURCES LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Other Information
The Directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2024, but does not
include the financial report and our auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report (other than consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b)
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:
ii)
the financial report (other than consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
iii)
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 Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
CULLEN RESOURCES LIMITED
INDEPENDENT AUDITOR’S REPORT (continued)
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor’s report.
In.Corp Audit & Assurance Pty Ltd
Volha Romanchik
Director
25 September 2024
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2024.
In our opinion the remuneration report of Cullen Resources Limited for the year ended 30 June 2024
complies with section 300A of the Corporations Act 2001.
Responsibilities for the Remuneration Report
The directors of the Group 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.
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 54 -
SHAREHOLDER INFORMATION
CAPITAL STRUCTURE
As at 23 September 2024, the company had the following securities on issue:
Fully paid
Ordinary shares
Issued Capital
693,401,849
Top 20 Shareholders
Total holding of twenty largest shareholders
359,196,403
% of total shares on issue
51.80%
Distribution of shareholders
1 - 1,000 shares
982
1,001 - 5,000 shares
711
5,001 - 10,000 shares
169
10,001 - 100,000 shares
513
100,001 and over
371
Total
2,746
Unmarketable Parcels as at 9 September 2024
Minimum $500.00
2,322
OPTIONS
As at 23 September 2024, 18,000,000 unissued shares in respect of options were outstanding.
These are as follows:
SUBSTANTIAL SHAREHOLDERS
The company has one Substantial Shareholder as at 16 September 2024
Number
Exercise Price
Expiry Date
18,000,000
$0.0138
30 November 2026
Name
%
No. of shares
Perth Capital Pty Ltd& Associates
14.81
102,679,810
CULLEN RESOURCES LIMITED - ANNUAL REPORT 2024
- 55 -
TWENTY LARGEST SHAREHOLDERS
The names of the twenty holders of the fully paid shares at 23 September 2024 are listed below:
VOTING RIGHTS
Every member present in person or by representative shall on a show of hands have one vote, and on a poll every
member present in person or by representative, proxy or attorney shall have one vote in respect of each fully paid
share held by him.
Name
No. of Shares
% Held
Rank
GLYDE STREET NOMINEES PTY LTD
37,364,520
5.39
1
PERTH CAPITAL PTY LTD
34,590,154
4.99
2
PERTH CAPITAL PTY LTD
30,509,802
4.40
3
LONGBRIDGE PTY LTD
30,000,000
4.33
4
WJK INVESTMENTS PTY LTD
27,344,823
3.94
5
INNERLEITHEN PTY LTD
27,020,914
3.90
6
MR ALEXANDER ANGELOPOULOS
20,000,000
2.88
7
CHIATTA PTY LTD
19,529,411
2.82
8
W L HOUGHTON PTY LTD
17,529,412
2.53
9
TREBBLE SUM PTY LIMITED
17,250,000
2.49
10
MR CHRISTOPHER ROBERT RINGROSE
14,738,760
2.13
11
C Y T INVESTMENT PTY LTD
13,550,000
1.95
12
BELLARINE GOLD PTY LTD
12,130,674
1.75
13
MR HERBERT CHOY
10,769,735
1.55
14
BIKINI ATOLL INVESTMENTS PTY LTD
9,378,326
1.35
15
WARRAMBOO HOLDINGS PTY LTD
7,765,266
1.12
16
MR BRENDON RUSSELL STRONG
7,638,236
1.10
17
TREBBLE SUM PTY LIMITED
7,500,000
1.08
18
DENKEY PTY LTD
7,400,000
1.07
19
BNP PARIBAS NOMS PTY LTD
7,186,370
1.04
20
Total
359,196,403
51.80