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ANNUAL REPORT
Contents
Page
About Danakali ...................................................................................................... 01
Chairman's Letter ................................................................................................... 04
CEO Statement ....................................................................................................... 06
Review of Operations ............................................................................................. 07
Year at a Glance ..................................................................................................... 10
Sustainability at Danakali ..................................................................................... 13
Colluli Mine: Reserve and Resource ...................................................................... 20
Director's Report .................................................................................................... 22
Remuneration Report (Audited) ........................................................................... 34
Financial Report ..................................................................................................... 51
Independant Auditors Report ............................................................................... 81
Corporate Information .......................................................................................... 89
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT1
About
Danakali
Danakali is an SOP focused crop-nutrient company headquartered in
Australia. Our flagship project is Colluli – one of the most sustainable,
economically attractive and rewarding fertiliser projects in the world . It is
located in a beautiful part of East Africa, the Danakil Depression of Eritrea.
Our vision
Creating long-term value
Our vision is to create long-term value and increase
global food security through the cost-effective,
sustainable mining and refining of potash into essential
products for agriculture, industry, communities,
and consumers. In doing so we will manage our
environmental, social and governance (ESG) impacts
as to enhance value creation potential, enhance our
resilience and future-proof our business.
This approach will allow us to function as a high-
performance company that achieves the best outcome
for our shareholders, values long-term relationships
with business partners and suppliers support the
communities in which we operate and provides
an enriching, fulfilling and rewarding environment for
all of our employees.
To fulfill our vision we will bring the Colluli project into
production in 2022 by adopting the principles of risk
management, resource utilization and modularity, using
the starting module as a growth platform to develop
the resource to its full potential.
Our strategy
Bringing Colluli to life in the most sustainable way
We rely on the outstanding quality of our asset,
management expertise in the extraction and processing of
minerals and the opportunities offered by global food supply
megatrends. This opens up new growth opportunities both
in existing and in new, adjacent business fields.
Overview
ASX and LSE listed resource company developing the
low risk and high return Colluli SOP Project
EXCEPTIONAL RESOURCE
THE RIGHT COMMODITY
200-year
mine life with multi-
commodity potential
Premium
potash for high value
crops
Advanced
economically attractive,
fully permitted
Strategically located
at the epicentre of booming population
Eco friendly
no chlorine, low salinity index
Under-applied
in developing countries
SET FOR GROWTH
Well-supported
by partner, shareholders,
Board and Executive team
Industry leading
capital intensity, first quartile
operating costs
Offtake
agreement with EuroChem
binding take-or-pay
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
2
Our strategy remains focused on getting Colluli into
production in 2022. To achieve it we are continuing to
focus on finalizing financing requirements, managing
project execution and construction, and preparing for
SOP production as soon as possible, while constantly
continuing to find new ways for cost-optimization and
efficiency improvement.
Sustainability is a vital element of our strategy. We
are committed to making informed choices that
improve our corporate governance, financial strength,
operational efficiency, environmental stewardship,
community engagement and resource management.
Through these efforts, we intend to sustain our
business and experience lasting success.
With a great deal of commitment and perseverance,
we are gradually approaching these goals in order to
increase the value of the company for shareholders,
employees, and customers.
Our mission
Encouraging sustainable agricultural supply
Our vision is to bring the Colluli project into production
by adopting the principles of risk management, resource
utilisation and modularity, using the starting module as a
growth platform to develop the resource to its full potential.
Colluli is expected to provide an outstanding economic,
social and community dividend. Positive impacts through
infrastructure projects, tax revenue, royalties, the economic
development associated with the hundreds of jobs created
for Eritrean nationals, and the long-term training and
development of tradesmen and professionals. To do so, we
are improving our environmental, social and governance
(ESG) system and will continue to.
Colluli is fully aligned with the UN 2030 Agenda for
Sustainable Development and holds great potential for
contributing to 13 out of 17 sustainable development
goals in Eritrea. As states the United Nations
Development Programme (UNDP) report, Colluli is
a blueprint for mining in developing countries.
Exceptional resource
World Class SOP project – pivotal for East
African agriculture
Since the beginning of drilling 10 years ago, more
than 1 billion tonnes of high-grade potassium bearing
salts suitable for the production of potash have been
identified. These potassium bearing salts have the
unique capability of producing a diverse range of potash
types including sulphate of potash (SOP) and sulphate
of potash magnesia (SOP-M).
As an essential nutrient for plant growth, potash is
a vital link in the global food supply chain. The demands
on that supply chain are intensifying; there will be more
people to feed in the future, as well as rising calorific
intake comprising more varied diets. The strains this will
place on finite land supply mean sustainable increases
in crop yields will be crucial and potash fertilisers will be
critical in replenishing our soils.
Colluli is the largest known SOP deposit outside of China
with a winning combination of key factors for success
which will allow us to produce the world’s lowest-cost SOP.
The Colluli is also the only known SOP project capable of
being mined in an open-pit form, which drastically lowers
the operation costs involved with production.
After reporting period
COVID-19 (Coronavirus)
Subsequent to year end, in response to the Coronavirus
(COVID-19) pandemic, Danakali has taken a range of steps
to minimise the risks to its people and operations. The
Company continues to monitor the situation and adjust
its continuity measures as the situation evolves and will
continue to assess the potential short and long-term impacts.
The duration, intensity and fallout of the global health
crisis and the related disruptions it will cause are
uncertain at this stage.
As at the date of this report, given the fluid and
evolving nature of COVID-19, the Company is unable to
assess the impact COVID-19 may have on the group’s
ability to raise additional capital to continue with the
development as required, or the future carrying value of
the group’s investment in and receivable from CMSC.
In light of the rapid spread of COVID-19, and the
significant impact it has had on global financial markets,
Tranche 2 of AFC’s equity funding will be deferred to allow
for the stabilisation of the market and global conditions.
This deferment will allow the parties involved to work
through satisfying many of the remaining conditions
precedent to Danakali’s debt financing, and give the
Company additional time to reassess its overall funding
strategy and review a range of options appropriate
to the Project’s funding requirements beyond the
completion of EPCM Phases 1 and 2.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT3
Project execution
experience
'Shovel ready’
SOP project
High-impact
investment
High quality Board and
Executive team with
relevant expertise
Phase 1 EPCM complete;
Phase 2 commenced;
SOP production in 20221
Danakali: NPV(10) US$439m;
IRR 31.3%;
US$85M p.a cashflow2
1
3
2
4
Stable, supportive
mining jurisdiction
Financing advanced
and offtake in place
First quartile
operating costs
Strong Eritrean
government relationship
US$250m of funding & 10 year
offtake deal secured
US$150/t
at the mine gate
Community and
social dividends
World class
Reserve
Closest known SOP
deposit to coast
>650 operational jobs. Strong
community engagement
1.1Bt Ore Reserve and
200 year mine life
Superior organic fertilizer
product for sustainable farming
Note
1
2
All results over Module I and II unless stated
DNK announcement, 31 March 2020
DNK announcement, XX XXXX 2020
DANAKALI 2019 ANNUAL REPORT4
Chairman's
Letter
Dear fellow shareholders,
Thank you once again for your support and
encouragement. In the past year we made significant
progress at Colluli including the commencement
of project development after securing the majority
of required financing. Our partners in Eritrea, The
Eritrean National Mining Corporation (ENAMCO)
and various Government departments and other
stakeholders played an important and very supportive
role in securing the financing.
As everyone reading this will be aware the last 4
months or so have been truly extraordinary as the
Covid-19 pandemic spread around the World with
major health or economic implications or both for
the majority of the World’s population. I think it is
appropriate to acknowledge the extraordinary efforts
of so many health professionals and other essential
workers during this crisis. Their efforts will enable
us to get through this crisis and continue with the
development of Colluli. I also acknowledge the
suffering of all those affected by the Covid-19 crisis.
Danakali, ENAMCO and all the other stakeholders in
Colluli have of course been impacted by the current
crisis. In particular the development work at Colluli
and our efforts to raise the final portion of financing
required to be fully funded will be delayed. Fortunately,
Danakali has a strong cash position, supportive partners
and shareholders and while almost everyone in the
World has been affected in one way or another it is
equally true that the quality of Colluli as an outstanding
asset remains the same. After the Covid-19 pandemic
passes Colluli will still be an outstanding and unique
asset the development of which will have major positive
implications for millions of people in Eritrea, Africa, the
Middle East and beyond.
Sustainability
As we move closer to project construction, the Company
is increasingly focused on upholding the highest standards
of Environmental, Social & Corporate Governance.
Developing Colluli in the most responsible way,
environmentally and socially, is fundamental to Danakali,
ENAMCO and all the key stakeholders in Eritrea.
Strong partnerships and
operational momentum
In 2019, we partnered with leading African
Development Finance Institutions, African Import
Export Bank (Afreximbank) and the African Finance
Corporation (AFC). A critical milestone for the Company,
Danakali has now received a majority of required project
financing, that has enabled development of Colluli
to commence. We are encouraged by Afreximbank
and AFC’s support of our vision of shared value
and responsible mining, and broader sustainable
development in Eritrea.
After securing the majority of required financing, and
confirming the EPCM contractor, the Company has made
strong operational progress1 – moving into phase 2 of
the EPCM process after successfully executing phase 1
on schedule, on budget, and in line with FEED, which
positions us well to commence production in 2022.
I am confident that our management team will take
prudent steps of assessing the impact of COVID-19 to
our business and to continue to advance the EPCM
work currently underway.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT5
Eritrea
In 2019 significant positive developments took
place in Eritrea. The lifting of unjust UN Sanctions
on Eritrea in late 2018 meant that for the first time
in nearly a decade Eritrea did not have to face the
additional challenges of national development under
UN Sanctions. In 2019 the Ethiopian Prime Minister
received a Nobel Peace Prize, principally for resolving
his country’s long-running conflict with Eritrea and
specifically acknowledged the key role of Eritrea’s
President in securing the peace and ultimately the
Nobel Peace Prize.
I believe next two years will prove to be
transformative for Danakali, as the Company moves
from developer to producer. Though there will no
doubt be challenges ahead, I have full confidence
that the Danakali management team, and our JV
partner, ENAMCO, will work tirelessly to unlock the
significant value the Colluli Project presents.
Finally, I would like to offer my sincere thanks
for the ongoing commitment and efforts of our
management and staff, as well as for the continued
contributions of all Board members, and crucially, for
the continued support of our valued shareholders.
Seamus Cornelius
Non-Executive Chairman
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
6
CEO
Statement
Dear Shareholders
We have commenced development of the Colluli Project
after securing a majority of required funding. This
represents a critical milestone for Danakali, with Colluli
now on target to begin production within approximately
two years.
In March 2019, I was honoured to be appointed as CEO
at this particularly exciting stage, with Colluli poised to
advance towards construction and production. We are
fortunate to have these strong partners on our side.
Both play a significant strategic role across the African
continent and therefore have an intrinsic understanding
of the regional environment, and the value and
opportunities presented by Colluli.
In December, Colluli executed $US200M senior debt
documentation with two leading African Development
Finance Institutions, Afreximbank and Africa Finance
Corporation (AFC). The debt facility represents a majority
of funding required for project development. This was
coupled with AFC’s US$50M strategic equity investment
in Danakali. We are fortunate to have these strong
partners on our side, which play a significant strategic
role in the African impact investment space and have
an intrinsic understanding of the regional environment,
and the value and opportunities presented by Colluli.
With these funding arrangements in place, project
development has now commenced, with our Offtake
Agreement in place and a number of key operational
contracts nearing completion. Over the year, Colluli also
confirmed DRA Global as its EPCM contractor.
We are now advanced in our goal of unlocking the
value of this unique project, with exceptional potential
to deliver meaningful and measurable positive impact
on the economic and social development in Eritrea for
generations. Also, the SOP product that the Colluli Project
will produce, will play an important role in sustainable
farming and yield improvement for African farmers
and farmers around the world. With a growing world
population and an increasing middle class able to afford
a richer diet such as fruit, vegetables and nuts, global
food production needs to increase and Colluli and its
products will contribute significantly to food security.
I am excited by the prospect of further advancing our
exceptional Colluli Project and remain committed to
unlocking superior returns for shareholders, while
upholding the highest standards of safety, operational
excellence, corporate and social responsibility. Colluli
continues to stand out as the largest, lowest cost, least
complex (open cut mining, simple processing and closest
to infrastructure), high quality project in the SOP industry.
The issue of COVID-19 continues to affect citizens from
around the world and we have put in safeguards to
protect our workforce and follow the prudent guidelines
of Eritrea and other countries we work in. We have put
in place business continuity plans and will advance the
development of our world class asset.
I feel privileged to reflect on what has been an
outstanding year for Danakali. In 2019. We are looking
forward to advancing the project.
Yours sincerely,
Niels Wage
Chief Executive Officer
Danakali Limited
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT7
Review of
Operations
Project overview
The Colluli Potash Project is located in the Danakil
Depression region of Eritrea, East Africa. Colluli is
approximately 177km south-east of the capital, Asmara,
and 180km from the port of Massawa, which is Eritrea’s
key import/export facility. The Project is a JV between
the Eritrean National Mining Corporation (ENAMCO)
and Danakali with each having 50% ownership of the
JV company, the Colluli Mining Share Company (CMSC).
CMSC is responsible for the development of the Project.
The Danakil Depression is an emerging potash region,
which commences in Eritrea and extends south
across the border into Ethiopia. It is one of the largest
unexploited potash basins globally; more than 6Bt
of potassium bearing salts suitable for production of
potash fertilisers have been identified in the region to
date (ASX announcement 25 February 2015 and http://
circumminerals.com/resources).
Colluli is located approximately 75km from the Red Sea
coast providing unrivalled future logistics advantages.
The Project resides on the Eritrean side of the border,
giving Colluli a significant advantage relative to all other
potash development projects in the Danakil Depression,
which need to ship from the Tadjoura Port in Djibouti
– 600km by road from the closest project on the
Ethiopian side of the border.
Colluli has the shallowest mineralisation in the Danakali
Depression. Mineralisation commences at just 16m
below surface. In addition, the potassium bearing salts
are present in solid form (in contrast with production of
SOP from brines). Shallow access to salts in solid form
provides Colluli with significant mining, logistics and, in
turn, capital and operating cost advantages over other
potash development projects globally. The Project also
carries a significantly lower level of complexity as a
consequence of predictable processing plant feed grade
and predictable production rates due to low reliance on
ambient conditions.
Shallow mineralisation makes the resource amenable
to open cut mining; a proven, high productivity
mining method. Open cut mining provides higher
resource recoveries relative to underground and
solution mining methods, is generally safer, and can
be more easily expanded.
The Colluli resource comprises three potassium bearing
salts in solid form: Sylvinite, Carnallitite and Kainitite.
These salts are suitable for high yield, low energy
production of Sulphate of Potash (SOP), which is a high-
quality potash fertiliser carrying a price premium over
the more common Muriate of Potash (MOP). In contrary
to MOP, SOP is chlorine free and is commonly applied
to high value crops such as fruit, vegetables, nuts, and
coffee. Economic resources for primary production of
SOP are geologically scarce and there are few current
primary producers.
The JORC-2012 compliant Mineral Resource for Colluli
is estimated at 1.289Bt @ 11% K2O for 260Mt of
contained SOP equivalent (ASX announcement 25
February 2015). The JORC-2012 compliant Ore Reserve
estimate for Colluli is estimated at 1,100Mt @ 10.5%
K2O for 203Mt of contained SOP equivalent (ASX
announcement 19 February 2018). The Measured and
Indicated Mineral Resources are inclusive of those Mineral
Resources modified to produce the Ore Reserves.
Colluli will be developed to its full potential by adopting
the principles of risk management, resource utilisation
and modularity, using the first module as a platform for
growth. The Colluli Front-End Engineering Design (FEED)
modules are:
• Module I – 472ktpa SOP production; and
• Module II – additional 472ktpa SOP production
commencing in year 6.
The massive Colluli Ore Reserve has significant capacity
to underpin further expansions and support decades of
growth beyond Modules I and II.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT8
Colluli has significant diversification potential beyond
SOP, including the optizon to produce additional potash
and salt products such as MOP, SOP-M, kieserite (MgSO4.
H2O), gypsum (CaSO4.2H2O), magnesium chloride
(MgCl2), and rock salt (NaCl). The Colluli SOP Mineral
Resource also comprises an 85Mt Kieserite (magnesium
sulphate) Mineral Resource (ASX announcement
15 August 2016). Kieserite is a suitable fertiliser for
magnesium deficient soils. A 347Mt Rock Salt (sodium
chloride) Mineral Resource (ASX announcement 23
September 2015) has also been established at Colluli.
Unprocessed Rock Salt can be used for de-icing, while
processed Rock Salt can be used as table salt.
The FEED for Colluli was undertaken to provide offtakers
and funders with a high level of study detail and accuracy
and was the final study stage before project execution.
Subsequent to the release of FEED, Colluli secured Offtake
(ASX announcement 12 June 2018) and begun the
search for senior debt which culminated in the execution
of documentation for $200M Senior Debt facilities with
African Finance Corporation (AFC) and African Export
Import Bank (Afreximbank) (ASX announcement 23
December 2019). In addition to the Senior Debt, AFC
committed to invest US$50M in Danakali in equity (ASX
announcement 3 December 2019).
FEED firmly established Colluli as an economically attractive
greenfield SOP development project (ASX announcement
29 January 2018). The FEED results reaffirm the
outstanding project economics of Colluli with industry
leading capital intensity. This, combined with forecast first
quartile operating costs, results in a Project Net Present
Value (NPV10) of US$902M and Internal Rate of Return
(IRR) of 29.9%. The Danakali economic outcomes are an
NPV10 of US$439M and IRR of 31.3%.
of mineral resources within the Colluli tenements (ASX
announcement 1 February 2017). The project is rapidly
progressing to construction.
The Mining Agreement is applicable to the entire 1.3Bt
JORC-2012 compliant Mineral Resource and provides
exclusive rights to CMSC to apply for mining licenses to
exploit the potassium, magnesium, calcium and sodium
salts within the resource, as well as bromine.
The award of the Mining Licenses follows the
completion of a series of pre-requisites including the
completion and submission of the DFS, submission
of a comprehensive social and environmental impact
assessment and associated management plans, a series
of pre and post DFS stakeholder engagements with
local and regional communities and stakeholders, and
the signing of the Mining Agreement.
A Social and Environmental Impact Assessment (SEIA)
and associated Social and Environmental Management
Plans (SEMPs) have been completed to ensure
consistency with the Equator Principles. Stakeholder
engagements have been completed throughout the
study phases, and the Project has strong support from
local communities. Following a period of consultation
and further works, between the Eritrean Ministry of
Land, Water & Environment and CMSC, the SEMPs
finalised by CMSC were signed off in August 2018
following an extensive review process. The SEMPs are
a cornerstone of the environmental, social and safety
management system being developed by CMSC and
provide the foundation for compliance.
Marketing and project finance update
With US$250M of funding committed in December
2019, project execution has commenced.
Off-take
Mining Agreement Executed and Mining
Licenses Awarded
CMSC is fully permitted, having entered into a mining
agreement (Mining Agreement) with the Eritrean
Ministry of Energy and Mines (MoEM) and CMSC has
been granted all material permits for the exploitation
A binding take-or-pay offtake agreement has been
reached with EuroChem Trading GmbH (EuroChem)
for up to 100% of Module I SOP production from the
Colluli Potash Project. EuroChem will take, pay, market
and distribute up to 100% (minimum 87%) of Colluli
Module I SOP production. The term of the agreement is
10 years from the date of commissioning of the Colluli
SOP processing plant, with an option to extend for a
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT9
further 3 years, if agreed by EuroChem and CMSC.
EuroChem is an outstanding partner with global reach
and extensive fertiliser expertise and experience, and the
agreement is instrumental in unlocking project funding.
Project Financing
Development finance institutions, Africa Finance
Corporation (AFC) and African Export Import Bank
(Afreximbank, together the Mandated Lead Arrangers),
have executed documentation for the provision of
US$200M in senior debt finance to CMSC (each
Mandated Lead Arranger providing US$100M). The
facility allows drawdown of CMSC senior debt on
satisfaction of customary conditions precedent (refer
ASX announcement 23 December 2019) for a project
financing facility of this kind and includes all project
approvals required to develop the project, and the
balance of the equity contribution having been raised.
AFC executed a Subscription Agreement to make a
US$50M strategic equity investment in Danakali. The
Placement is being conducted in two tranches. The
first tranche consisted of approximately 53M new
Shares issued at A$0.60 per Share to raise A$31.8M
(US$21.5M), completed on 10 December 2019. The
second tranche will consist of approximately 70M new
Shares at the same issue price to raise the remaining
A$42.0M (US$28.5M) (Tranche 2). Refer to ‘Events
Occurring After the Balance Date’ below for further
information regarding Tranche 2.
Under AFC’s subscription agreement to invest US$50M in
Danakali, AFC has the right to appoint two nominees to
the Board of Danakali provided AFC’s Danakali ownership
remains above certain thresholds. Upon completion of
the Placement AFC will hold 32% of Danakali.
The Company is currently progressing with a range of
options for funding the balance required to bring Colluli
into production.
Key Operational Contracts
The following operational contracts are defined as
project documents, and are necessary to advance the
project as well as for completion of debt due diligence
referred to above.
Mining – undergoing negotiations with preferred
mining services provider
Following a comprehensive tendering process, Earth
Moving Worldwide (EMW) was confirmed as the
Company’s preferred contractor for Colluli’s mining
services scope, which covers the pre-production period
(development) plus the first 5 years of production,
as well as provision, operation and maintenance of
excavation, haulage and dewatering equipment. EMW
has extensive global experience in mining services and
will provide the Project with strong commercial and
technical outcomes.
Finalisation of the Mining Services Contract is expected
during the Q3 2020.
Power – Finalising commercial position towards
final contracts
Inglett and Stubbs International (ISI) was appointed as
preferred power provider in 2017. Under Build Own
Operate Transfer (BOOT) model, ISI has sourced a
funding solution for the Colluli power contract. This
includes formal credit approval for a US$42M guarantee
in support of ISI from Afreximbank (ASX Announcement
8 August 2019). ISI are currently reviewing and
updating their commercial position based on current
market conditions, and while they remain the preferred
power provider, CMSC has commenced discussions with
other potential power providers.
EPCM – contractor confirmed
The Company has engaged DRA Global (DRA) to
commence the EPCM process. DRA is a high quality,
multi-disciplinary global project management and
engineering group with strong African experience and
EPCM delivery capability. The scope of DRA’s contract
includes: all aspects of design, project management,
procurement, construction management and
supervision; commissioning of the complete process
plant and associated infrastructure; and awarding
and overseeing major contracts such as early works,
earthworks, structural, mechanical, piping, electrical and
instrumentation works, laboratory and permanent camp.
In addition, multinational professional services company
Turner & Townsend has been engaged to support the
Owner’s Team.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT10
Year at a
Glance
2019
30 JANUARY
UNDP Report
released
Report concluded
that Colluli could
significantly boost
Eritrean economy with
associated benefits to
agricultural productivity
9
1
0
2
25 MARCH
Dankali
appoints
new CEO
Niels Wage is
appointed CEO
after extensive
global search
30 APRIL
Q1 Quarterly
Update
Financier due diligence
satisfied for $US200m
of senior debt
JAN
FEB
MAR
APR
MAY
JUN
JUL
DANAKALI 2019 ANNUAL REPORT11
30 JANUARY
Start of development
Early works commenced
Resourced team for ESG Agenda
2 DECEMBER
Strategic investment
from AFC
Africa Finance Corporation
agrees to make US$50 million
strategic equity investment
in Danakali (subject to
Conditions Precedent)
5 DECEMBER
Eritrea’s membership
in AFC
Africa Finance Corporation
ratifies Eritrea’s position
as 24th member state
13 SEPTEMBER
Half-yearly
financial report
Credit approval received
for US$200 million senior
debt facility, funded and
underwritten equally
by Mandated Lead
Arrangers Africa
Finance Corporation
and African Export
Import Bank
United Nations
Development
Programme report
highlights Colluli’s
potential to contribute
to Eritrean economy
and 13 of 17 United
Nations Sustainability
Development Goals
10 DECEMBER
Receipt of first tranche
of AFC’s strategic equity
investment
Danakali receives proceeds of first
US$50 million tranche strategic
equity investment from Africa
Finance Corporation
18 DECEMBER
EMW confirmed as
preferred mining
contractor
Earth Moving Worldwide chosen
as preferred contracted after
competitive tendering process
19 DECEMBER
Notice to proceed issued
to DRA Global
DRA Global engaged
for EPCM services
22 DECEMBER
US$200m senior debt
documentation executed
Definitive documentation for the
provision of $200 million in senior
debt finance is executed
8 AUGUST
Credit approvals
received for
power plant
Afreximbank confirms
formal credit approval for
US$42 million guarantee
in support of Inglett &
Stubbs International’s
Colluli power plant
AUG
SEPT
DEC
0
2
0
2
JAN
DANAKALI 2019 ANNUAL REPORT12
Project execution
commenced
The Colluli Front-End
Engineering Design
(FEED) completed
Secured US$200 million
senior debt with AFC and
Afreximbank
Additional US$50
million invested
by AFC
Binding offtake for
100% of Module I
production confirmed
$42 million guarantee
secured for construction
of power plant
DRA Global
confirmed as
EPCM contractor
Niels Wage
appointed as CEO
Sustainability
program launched
DANAKALI 2019 ANNUAL REPORT13
Sustainability
At Danakali
Our Approach
Our core values are our guiding principles that define
our internal conduct and our relationships with
the external operating environment. We embrace
the principle that everything should be as simple
as possible. We maintain simplicity in our internal
processes and procedures with objectives that are
succinct, quantitative, and time bound.
Strong community relations,
environmental sensitivity and effective
corporate governance
are all fundamental factors in
sustainable development.
Vision, Mission and Values
Our vision is “to bring the Colluli Project into
production by adopting the principles of risk
management and efficient resource utilisation, using
the starting module as a growth platform to develop
the resource to its full potential.”
Our mission to be a high-performance company that:
• Achieves the best outcome for our shareholders;
• Values long-term relationships with business
partners and suppliers;
•
•
Supports the communities in which we operate; and
Provides an enriching, fulfilling and rewarding
environment for employees.
Our core values are People, Integrity, Planet,
Performance and Simplicity.
People
Our employees, customers, local communities,
business partners, shareholders and other
stakeholders are vital to our business success and
future growth. The health, safety and wellbeing of
our people are paramount. Our business success
is underpinned by educating employees about our
business, embracing diversity, encouraging ideas
that improve our business, demonstrating a ‘can
do’ attitude, respecting each other, promoting and
rewarding teamwork, and aligning ourselves to a set
of common goals.
Integrity
We conduct ourselves with integrity and honesty as
individuals and as a company. This means standing up
for what we believe in, speaking out against something
that is wrong and putting values ahead of short-
term results. We are forthright with bad news and in
dealing with difficult issues. We strive to earn enduring
credibility with others, which we believe is essential
to long-term personal and business relationships. This
means doing what we say we will do.
Planet
We respect our operating environment at local,
national and international levels, and are focused
on continually reducing the environmental footprint
of our business. We achieve this through creating
environmental management plans, using energy
efficiently, conserving water, minimising waste
generation and managing waste responsibly.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
14
Performance
Sustainable Development Framework
We are a performance driven organisation, and
continually strive for improvement in the things that
matter most to our business. We embrace innovation,
responsibility and accountability, and always consider
short, medium and long-term time horizons.
Our Sustainable Development Framework aims to
integrate economic, social and environmental aspects
throughout the mineral extraction cycle from exploration
to mine closure, and reflect our strong commitment to
sustainable development underpinned by the principles
that mineral projects should be financially,
Ethical work practises
Zero harm
Business performance
Stakeholder engagement
Ensure that business
is conducted with
transparency and integrity
Protect our
people and the
environment
Protect and nurture economic
outcomes through appropriate
control and oversight
Align the values of Danakali with
its external stakeholders to provide
mutually beneficial outcomes
Summary of 2020 Sustainability Goals
Our ESG goals for the next stage of Colluli reflect our
current and near-term position on the development
path of the Project, currently in the execution phase and
transitioning into construction:
People
•
•
•
Implement a fair, non-discriminatory and
transparent recruitment and hiring process;
Implement robust grievance mechanisms for
Employees and Communities;
Implement a traffic management plan for the
transport corridor; and
• Develop a robust HSE programme.
Integrity
•
Finalise a stakeholder engagement plan for
construction activities;
• Complete a Human Rights Impact Assessment; and
•
Implement a whistleblowing policy.
Planet
• Complete environmental monitoring;
•
Implement waste management plans in readiness
for construction; and
• Maintain environmental clearance approval.
Performance
•
•
Embed local contract and procurement processes; and
Increase Economic distributions.
Governance
Danakali is committed to high standards of corporate
governance in which senior company executives
and the Board are accountable to its stakeholders.
The Company believes corporate governance is an
essential component of sustained value creation. Sound
corporate governance practices are reflected in our
decision making and culture.
Governance principles:
•
Lay solid foundations for management
and oversight;
•
Structure the Board to add value;
• Act ethically and responsibly;
•
Safeguard integrity in corporate reporting;
• Make timely and open disclosures;
• Respect the rights of security holders;
• Recognise and manage risk; and
• Remunerate fairly and responsibly.
Policies
Our supporting policies, coupled with the Sustainable
Development Framework and Corporate Governance
Statement allow Danakali to manage its business and
projects with proper oversight and accountability,
ultimately creating and protecting shareholder value.
DANAKALI 2019 ANNUAL REPORT15
Danakali’s policies associated with the Sustainable
Development Framework and Corporate Governance
Statement can be found at: www.danakali.com.au/our-
business/corporate-governance
Sustainable Development Goals
In January 2019, a report prepared by independent
consultants – initiated and funded by the United
Nations Development Programme – on the potential
positive contributions of Colluli to Eritrea’s Sustainable
Development Goals (SDGs) has been released. This
Report highlights the positive contribution Colluli will
have on Eritrea and assesses a wide range of econometric
data and includes findings from engagements with
Eritrean government officials, relevant public institutions
and other Colluli stakeholders.
The report highlights five areas of direct impact and the
high potential of these to positively contribute to 13
of the 17 SDGs. The Report asserts that Colluli has the
potential to significantly boost the Eritrean economy and
support the Sustainable Development Agenda of Eritrea.
Appendix 1 – Tier 1 Hierarchy of Business Practice Documentation Sustainable Development FrameworkEthical Work Practices StatementHuman Rights PolicyCommunities PolicyEmployee Engagement PolicyDiversity PolicyAnti Corruption PolicyContinuous Disclosure PolicySecurity Holder Communication PolicyZero Harm StatementHealth and Safety PolicyEnvironmental PolicyRisk Management PolicyBusiness Performance StatementOperational Management PolicyFinancial Management PolicyContinuous Improvement PolicyStakeholder Engagement StatementSupply Chain PolicyContractor Engagement PolicyGovernment Engagement PolicyInvestor Relations PolicyCorporate Governance FrameworkCorporate Governance StatementBoard CharterCode of ConductAudit and Risk Committee CharterRemuneration Nomination Committee CharterCode for Dealing in SecuritiesBlankBlankDANAKALI 2019 ANNUAL REPORT16
“With the capacity to design and
deliver multi- dimensional policies in an
inclusive way Colluli will have success in
really adding to Eritrea delivering on its
Sustainable Development Goals”
Dr P Anand, Senior Economist, UNDP
The Report concentrates on the alignment between our
business activities and the SDGs, and the SDG icons are
utilised to denote this. A link to the UNDP Report can
be found here: http://www. danakali.com.au/the-colluli-
project/undp-report
Our People
Employment
CMSC will implement processes to ensure that
recruitment and hiring practices are fair and transparent
and that they take local conditions and expectations
into consideration and are aligned to regulatory
requirements and CMSC policy. Flexible employment
conditions will be considered for certain roles to
accommodate local livelihoods and traditional practices.
“It is expected the company can support
direct job creation in those sectors directly
linked to its operational expenditure and
investment (indirect GDP) and in general,
productive activities, entrepreneurship,
creativity and innovation, and encourage
decent job creation, and formalisation
and growth of micro, small and medium-
sized enterprises.”
UNDP report
Planned employment and hiring practices
As we lead up to construction of Colluli, CMSC is
in the process of developing and implementing a
fair, non-discriminatory and transparent recruitment
and hiring policy that initially focuses on potential
employees’ capability and capacity, and prioritises local
recruitment. Trained personnel will be required for the
construction phase and more complicated and skilled
operational requirements. Over time training programs
will be developed to prepare the (local) workforce for
future requirements.
The recruitment and hiring of employees will be led by
the line manager with support by the HR recruitment
team. Recruitment processes will ensure the candidates
are fairly and objectively assessed and selected, with no
bias towards gender, race or age.
“…because of its investments and
operational expenditure, it is expected
important economic linkages with the
rest of the economy will connect Colluli
with at least 10,000 people (Eritrean
labour force) of other sectors by 2021…”
UNDP report
During the construction period, the CMSC Project team
will employ a relatively small number of personnel
directly with the majority of the one-thousand-man
construction workforce being provided by specialist
contractors. CMSC will predominantly recruit Eritreans
for the health, safety, environmental and community
functions which will also maximise the capability of
this team through local knowledge and expertise.
Construction contracts, some of which will be Eritrean,
will also prioritise local recruitment and will be bound by
the same employment standards as CMSC.
The CMSC operations team will begin a gradual ramp
up of personnel over the next 2 years cumulating
in an operational workforce of approximately 600
employees. It is anticipated that Eritreans will make up
approximately 70% of this initial workforce subject to
skill availability at the time of hiring.
“Danakali is well known for giving
employment opportunities to Eritreans.
Our team in Eritrea has been making
significant contributions towards success
since early days of the project and we
are proud to be part of such a best-in-
class, unique sustainable Project that is
expected to provide Eritrea with long
term economic and social dividends for
generations to come.”
Zeray Leake, CMSC General Manager
Occupational Health and Safety
We are committed to protecting the health, safety
and welfare of all persons in the workplace including
employees, contractors, authorised visitors, and anyone
DANAKALI 2019 ANNUAL REPORT
17
else potentially affected by our operations. We believe
that all injuries and incidents are preventable, and that
everybody has a personal responsibility to work safely.
We have integrated all of the community’s concerns
into the Policies and Standards we have set for ourselves
and the obligations detailed in our management plans.
Health and safety is an integral part of our values and
an inherent part of our commitment to ensure the
wellness of people working with our business. We
are committed to undertaking health and safety due
diligence as part of our corporate decision-making
process. Our Health and Safety Policy affirms our
responsibility and commitment to health and safety
across all our operations with a target of zero harm.
Danakali is currently developing
programmes for all employees and
contractors that will include general
health, safety, environmental, and
social awareness training for complying
with relevant laws, regulations and
commitments as well as CMSC policies
and standards. This training will include
awareness of national sensitivities, cultural
awareness and diversity appreciation.
Human Rights Impact Assessment
As a key part of CMSC’s intent to operate in a socially
responsible manner, the company will conduct a human
rights impact assessment (HRIA) and ongoing due
diligence process that encompasses the whole project.
The results of this process will drive further assessment,
mitigation and monitoring activities.
Consultation will take place with stakeholders regarding
the report’s findings and recommendations as well
as the ongoing HRIA process, with a view towards
continuous improvement of human rights due diligence
efforts at the Colluli Project.
Community
Stakeholder Engagement Plan
Trustful and respectful community relationships are
fundamental to the core business of Danakali.
We believe in implementing effective and transparent
engagement, communication and reporting
arrangements with all of our stakeholders and seek to
align the values of our company with them to provide
mutually beneficial outcomes.
Community feedback has been overwhelmingly
positive with great support for the project recognising
the importance of Colluli to the economic and social
wellbeing of it the region and to Eritrea more broadly.
The communities are eager for development and though
they recognise the importance of exceptionally robust
planning for all aspects of the mine’s development,
community leaders have expressed mild frustration to the
length of time of the development process.
The objective of stakeholder engagement is to allow
for stakeholders to interact with the project decision-
making process, express their views and influence
mitigation and technical solutions to concerns voiced
during the process.
Danakali has adopted a strategic and structured
approach to stakeholder engagement and consultation
in order to initiate and sustain constructive relationships
over the Project life cycle. Stakeholder engagement
activities are part of the overall environmental and social
management system that the Company has adopted in
order to meet Good International Industry Practice, as
outlined by the Equator Principles and the International
Finance Corporation Performance Standards on
Environmental and Social Sustainability.
“The community is satisfied with the way
CMSC communicates. The town hall
meetings, focus groups and direct meetings
with CMSC have kept the community well
informed on the progress of the project.”
Rashid Mohammed Asmeli, Adaito
Village Administrator
Environmental Responsibility
Danakali respects our operating environment at local,
national and international levels and is focused on
continually reducing the environmental footprint
of our business. We achieve this through creating
environmental management plans, using energy
efficiently, conserving water, minimising waste
generation and managing waste responsibly.
DANAKALI 2019 ANNUAL REPORT
18
“The Department of Environment has
been pleased to see the commitment of
CMSC ever since the commencement
of the process. CMSC has taken the
safeguarding of Environmental and Social
issues seriously, and has been in frequent
dialogue with our Department, and
was highly engaged in the monitoring
process of the assessments. From the
levels of engagement and professionalism
we’ve seen so far, we believe that this
commitment will continue throughout
the mine development process.”
Astier Redaezghi, Chairman of
the Impact Review Committee,
Department of Environment
Materials
Supporting Management Plans:
• Waste and Waste Water
We place a strong emphasis on recycling wastes. Waste oil
from vehicles will be refined and used to complement the
heavy fuel oil used in the product dryers. Non-recyclable
inert waste will be disposed of on site and putrescible
waste will be contained within a dedicated landfill facility.
Hazardous wastes will be managed very carefully and
disposed of at authorised facilities. Extensive controls
will be in place for the storage and transport of these
materials. All other wastes will be sorted for recycling and
it is anticipated that this will form part of the community
development programmes which will be developed.
Energy
Supporting Management Plans:
• Hazardous Materials
In 2019, consumption of hydrocarbons was 11,899
litres of diesel and 215 litres of oil from a combination
of site-based power generation and overland travel in
light vehicles.
Water
Supporting Management Plans:
• Ground Water
• Waste and Wastewater
• Surface Water
• Marine
We recognise the importance of water to the country
and particularly the region in which Colluli operates. The
project will be self-reliant on water through the extraction
of sea and bore water with a portion being desalinated
for project use. Water recycling and efficiency are
embedded in the plant design and subsequent iterations
of the engineering have seen water consumption drop,
on a per tonne of product basis. Mine site desalination
plant reject water is planned to be recycled into the
processing plant along with treated effluent water from
the sewerage system.
It is anticipated that for the first year of construction, water
extraction from the onsite saline water bore holes will be
approximately 400 mega litres. This water will be desalinated
and both the potable and reject water will be used.
In 2019, at the minimal camp occupation at Colluli, water
consumption was approximately 25,000 litres. No water
was discharged with all effluent captured in septic tanks.
Biodiversity
Supporting Management Plans:
• Wildlife Habitat Livestock Land Use
• Land, Vegetation and Weeds
• Marine
Energy efficiency has been embedded within the design
of Colluli and it is anticipated that over time further
opportunities will be identified and implemented.
The Project will be entirely self-sufficient in energy
generation. Approximately 12 megawatts of electrical
power generation will be installed at the project site in
the form of medium-speed heavy fuel oil generators.
Under the approved design, the power consumption,
in addition to the mobile equipment fleet, equates to
approximately 7 million litres of diesel and 26 million
litres of HFO consumed every year. Carbon emission
from this generation is expected to be in the region of
95 kilotonnes of CO2.
The completion of the wildlife and vegetation management
plans and the accompanying Department of Environment
approval of these has set the platform for developing and
implementing the systems and processes which will support
the management of biodiversity in the region.
Extensive management measures have been identified
across the Project’s timeline and will be implemented in
accordance with the planned schedule.
Conservation significant wildlife exist in the area of which
the African Wild Ass is considered critically endangered.
We will be working with the government agencies to
assist in the development of conservation areas and in
the management and protection of these species.
DANAKALI 2019 ANNUAL REPORT
19
Protecting the local oases is of critical importance to
CMSC and to the local Afar communities who recognise
the importance of these watering holes to the local
wildlife. The project has been designed to avoid these
sensitive areas and further protection measures will be
implemented prior to construction.
During 2018 and 2019, continued monitoring of wildlife
watering holes has added to the baseline understanding
of local fauna.
Waste
Supporting Management Plans:
• Hazardous Waste
• Waste and Wastewater
• Mine and Process Waste
• Traffic and Transport
We have finalised our Waste and Wastewater
Management Plan, Mine and Process Waste
Management Plan and Hazardous Waste Management
Plan. Comprehensive management measures have been
designed and subsequently developed over the course
of 2018 and 2019 in line with project activities and the
relevant associated risks.
Waste types have been identified for the project and
spill response processes prepared. A focus has been
applied to the management of the transport of all
materials including hazardous wastes recognising that
the transport corridor passes along public roads from the
mine site to the port of Massawa. Recycling of wastes
will be a key focus of the project.
In 2019, negligible volumes of waste were generated,
and no hazardous wastes were generated, transported,
imported or treated.
Supplier environmental compliance
The CMSC socio-environmental management plans not
only apply to CMSC but to all employees, contractors and
sub-contractors while engaged in the development and
operation of Colluli across all of the Project’s activities.
All commercial tenders are assessed on the strength of
the bidding party to meet or exceed the commitments
made by CMSC. We have designed an organisation
which will have the capability and resources to audit
ourselves and our contractors and sub-contractors to
the standards we have set. These standards will apply
universally regardless of the size, origin or maturity of the
business or individual.
Local procurement
Supporting Management Plan:
• Community development
The Community Development Management Plan
was completed and approved by the Department of
Mines in 2018. CMSC is in the process of finalising and
implementing a procurement framework, which provides
specification on the procurement principles and supplier
qualifications. Within the overall CMSC procurement
framework will be a local procurement framework to
promote local supplier development.
This framework will be designed to encourage capacity
building and competition among suppliers in the project
supply chain. The main objective will be to maximise
where practicable local purchasing, by directly working
with local enterprises and by incentivising the project’s
contractors to contract locally.
CMSC will encourage capacity building of local SMEs
and suppliers through provision of targeted SME
supplier training and development through a supplier
development program, to ensure local sourcing and
procurement opportunities can be met (and fostered)
through local suppliers (discussed further in the Human
Resources Management Plan). All contractors will
be required to consider Project area and local region
businesses in their procurement plans.
“The potential fiscal effects of [the]
first two development phases of Colluli
exemplify the substantial potential of the
project that according to their geological
reserves and future extraction plans could
be developed for more than 100 years.”
UNDP report
We expect that during development Eritrean registered
companies, including logistics, earthworks and fuel
supply, and approximately 850 Eritrean employees
through CMSC and its subcontractors will support the
activities with many continuing with the Company into
the operational phase.
In 2019, 33 Eritrean firms were engaged in the supply of
a range of services and equipment.
DANAKALI 2019 ANNUAL REPORT
20
Colluli Mine:
Reserve & Resource
Overview
Colluli has a JORC-2012 compliant resource of 1.289Bt
as shown in Table 1 as at 31 December 2018. Apart
from the inclusion of Kieserite (announced 15 August
2016), there have been no changes to the Mineral
Resource since 25 February 2015.
The Colluli JORC-2012 compliant mineral resource
estimate as at 31 December 2018 is as follows:
Table 1: Colluli Mineral Resource Estimate announced on 25 February 2015 with Kieserite added
(announced on 15 August 2016)
Rock Unit
Tonnes
Sylvinite
Upper Carnallitite
Lower Carnallitite
Kainitite
Total
Mt
265
51
347
626
1,289
Density
t/m3
2.2
2.1
2.1
2.1
2.1
K2O Equiv.
%
12%
12%
7%
12%
11%
Kieserite
%
0.03%
3%
22%
1%
7%
Table 2: JORC-2012 Colluli Potassium Sulphate Ore Reserve announced on 29 January 2018 and 19 February 2018
Occurrence
Mt
Proved
K2O
Equiv %
Sylvinite (KCl.NaCl)
77
15.0%
Carnallitite (KCl.MgCl2.H2O) 77
6.9%
Kainitite (KCl.MgSO4.H2O)
131 11.8%
Total
285 11.3%
Probable
K2O
Equiv %
12.1%
7.8%
11.2%
10.3%
Mt
173
279
363
815
Total
K2O
Equiv %
K2SO4
Equiv %
K2SO4
Equiv Mt1
13.0%
7.6%
11.4%
Mt
250
356
494
1,100 10.5%
18.5
203
1
Equivalent K2SO4 (SOP) calculated by multiplying %K2O by 1.85
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
21
Within the JORC-2012 compliant, 1.289Bt, Mineral
Resource Estimate, the JORC-2012 compliant Ore Reserve
Estimate for Colluli’s potassium sulphate potash fertiliser
is approximately 1.1Bt comprising 285Mt of Proved and
815Mt of Probable Ore Reserve and is shown above in
Table 2. The Ore Reserve was updated in line with FEED
and this update is included below (ASX announcement
19 February 2018).
The Colluli JORC-2012 compliant Ore Reserve estimate
by potash mineral as at 31 December 2018 is as above.
In addition to potassium sulphate, substantial quantities
of rock salt exist. A JORC-2012 compliant Rock Salt
Mineral Resource Estimate of more than 300Mt has been
completed for the area considered for mining in the DFS
as shown in Table 3. There have been no changes to the
Mineral Resource estimate since 23 September 2015.
As at 31 December 2018, the JORC-2012 compliant
Rock Salt Mineral Resource is as follows:
Table 3: JORC 2012 Colluli Rock Salt Mineral Resource announced on 23 September 2015
Classification
Tonnes (Mt) NaCl
Measured
Indicated
Inferred
Total
28
180
139
347
97.2%
96.6%
97.2%
96.9%
K
0.05%
0.07%
0.05%
0.06%
Mg
0.05%
0.06%
0.05%
0.05%
CaSO4
2.2%
2.3%
1.8%
2.1%
Insolubles
0.23%
0.24%
0.25%
0.24%
DANAKALI 2019 ANNUAL REPORT
22
Directors'
Report
The directors present their report together with the financial statements of the
consolidated entity being, Danakali Limited (Danakali or the Company) and its
controlled entities (the Group) for the financial year ended 31 December 2019.
Directors
The names and details of the Company’s directors in
office during the financial period and until the date of
this report are as follows. Where applicable, all current
and former directorships held in listed public companies
over the last three years have been detailed below.
Directors were in office for this entire period unless
otherwise stated.
Names, qualifications, experience and special responsibilities:
Seamus Ian Cornelius
Non-Executive Chairman, LLB, LLM, initially appointed
Non-Executive Chairman 15 July 2013, transitioned to
Executive Chairman 14 June 2018, and resumed Non-
Executive Chairman role 25 June 2019.
Mr Cornelius is a corporate lawyer and former partner of
one of Australia’s leading international law firms. He has
a high degree of expertise in cross-border transactions,
particularly in the resources and finance sectors.
Mr Cornelius is currently the Non-Executive Chairman of
Buxton Resources Ltd (appointed 29 November 2010),
Element 25 Limited (appointed 30 June 2011), and
Duketon Mining Ltd (appointed 8 February 2013).
Special Responsibilities:
During the year Mr Cornelius was a member of the
Audit Committee and a member of the Technical and
Risk Committee. On 23 January 2020, the Company’s
Audit Committee was reformed to become the Audit
and Risk Committee (of which Mr Cornelius was
appointed a member), and the Technical and Risk
Committee was ceased.
Paul Michael Donaldson
Non-Executive Director, Master’s Degree - Mining
Engineering, Master’s Degree - Business and Technology,
BEng Chemical (Honours, University Medal), Assoc Dip.
Applied Science (Metallurgy), initially appointed Chief
Operating Officer 29 November 2012, transitioned to
Chief Executive Officer 1 February 2013 and additionally
appointed Managing Director 29 April 2014,
transitioned from Chief Executive Office and Managing
Director role to Non-Executive Director role on
21 December 2017.
Mr Donaldson has more than 25 years of experience
in senior management roles including BHP. At BHP
Mr Donaldson managed large scale, open cut mining
operations, significant growth and sustaining capital
projects, and complex pyro metallurgical, beneficiation
and manufacturing processes. Mr Donaldson headed
the BHP Carbon Steel Materials Technical Marketing
Team, managed the Port Hedland iron ore facility as
well as occupying key roles in product and infrastructure
planning across large scale supply chains. Mr Donaldson
also brings extensive experience in high-level business
improvement and logistics from base metal operations
and a high degree of integrated supply chain
management, technical operational management and
frontline leadership experience in the steel industry.
Mr Donaldson, in his previous role as the Company’s
CEO and Managing Director, redefined the product
and development path and process for the Project,
overseeing the pre-feasibility, definitive feasibility and
FEED study phases. In December 2017, he transitioned
to his role as Non-Executive Director. Mr Donaldson is
also currently Chief Transformation Officer at Pacific
National, Australia’s largest rail operator.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT23
Special Responsibilities:
During the year Mr Donaldson was the Chairman of
the Technical and Risk Committee and a member of the
Remuneration and Nomination Committee. On 23 January
2020, the Technical and Risk Committee was ceased.
John Daniel Fitzgerald
Independent Non-Executive Director, CA, appointed
19 February 2015.
Mr Fitzgerald has more than 30 years of finance and
corporate advisory experience in the resource sector.
Previously, he held senior positions at NM Rothschild
and Sons, Investec Bank Australia, Commonwealth
Bank, HSBC Precious Metals and Optimum Capital.
Mr Fitzgerald is Non-Executive Chairman of Exore
Resources Limited (appointed 23 December 2015) and
Lead Independent Director of Northern Star Resources
Limited (appointed 30 November 2012).
Previously Mr Fitzgerald was Non-Executive Chairman
of Carbine Resources Limited (13 April 2016 to 23
March 2018).
Mr Fitzgerald is a Chartered Accountant, a Fellow of
the Financial Services Institute of Australasia (FINSIA)
and a graduate member of the Australian Institute of
Company Directors.
Special Responsibilities:
During the year Mr Fitzgerald was Chairman of the
Audit Committee and a member of the Remuneration
and Nomination Committee. On 23 January 2020, the
Company’s Audit Committee was reformed to become
the Audit and Risk Committee (of which Mr Fitzgerald
was appointed as chair).
Zhang Jing
Non-Executive Director, M. Sc, appointed 17 June 2016
Ms Zhang has more than 15 years of international
trading and business development experience in China
and previously held investment and project managerial
roles in public listed companies.
Ms Zhang holds a Master’s Degree in International
Consultancy and Accounting from the university of
Reading in the United Kingdom.
Special Responsibilities:
None.
Robert Gordon Connochie
Independent Non-Executive Director, B.A. Sc, M.B.A.,
appointed 6 February 2017
Mr Connochie is a highly-experienced potash and
mining specialist with more than 40 years of industry
experience. He brings extensive senior line management
experience from the potash industry, including
marketing, corporate development, evaluations,
financing and acquisitions.
Previously, Mr Connochie held positions as Chairman of
Canpotex (a world leading potash exporter for more than
40 years) and Chairman of Behre Dolbear Capital, Inc.
Further, Mr Connochie was Chairman and CEO of
Potash Company of America, CEO Asia Pacific Potash,
Director of Athabasca Potash, Chairman of the
Phosphate and Potash Institute, Director of the Fertiliser
Institute, and Director of the Saskachewan Potash
Producers Association.
Special Responsibilities:
During the year Mr Connochie was a member of the
Technical and Risk Committee. On 23 January 2020, the
Technical and Risk Committee was ceased.
Andre Liebenberg
Independent Non-Executive Director, MBA, BSc (Elec)
Eng., appointed 2 October 2017
Mr Liebenberg is an experienced mining industry
professional with extensive investor, market, finance,
business development and leadership experience,
and has spent more than 25 years in private equity,
investment banking, and held senior roles within QKR
Corporation and BHP.
In addition to the CFO role at QKR Corporation, Mr
Liebenberg occupied senior executive roles within BHP
including Head of Group Investor Relations, as well
as CFO roles for the Energy Coal and Diamonds and
Speciality Products divisions. These roles were based in
London, Melbourne and Sydney.
Mr Liebenberg’s experience within BHP also included
key roles in the BHP merger with Billiton, the bid for Rio
Tinto and the bid for Potash Corp. of Saskatchewan.
Prior to BHP, Mr Liebenberg worked at UBS in London
and Standard Bank Group in South Africa.
Mr Liebenberg is currently the Executive Director and
Chief Executive Officer of Yellow Cake Plc (appointed
1 June 2018) and Non-Executive Director of Zeta
Resources Limited (appointed 30 December 2019).
Special Responsibilities:
Mr Liebenberg is Chairman of the Remuneration and
Nomination Committee and during the year was a
member of the Audit Committee. On 23 January 2020,
the Company’s Audit Committee was reformed to
become the Audit and Risk Committee (of which Mr
Liebenberg was appointed a member).
DANAKALI 2019 ANNUAL REPORT24
Company secretary
Catherine Grant-Edwards and
Melissa Chapman
Appointed Joint Company Secretary 7 July 2017.
Ms Melissa Chapman (Certified Practicing Accountant
(CPA), AGIA/ACIS, GAICD) and Ms Catherine Grant-
Edwards (Chartered Accountant (CA)) were appointed
as Joint Company Secretary on 7 July 2017. Ms
Chapman and Ms Grant-Edwards are directors of
Bellatrix Corporate Pty Ltd (Bellatrix), a company that
provides company secretarial and accounting services
to a number of ASX listed companies. Between them,
Ms Chapman and Ms Grant-Edwards have more than
30 years’ experience in the provision of accounting,
finance and company secretarial services to public listed
resource and private companies in Australia and the UK,
and in the field of public practice external audit.
Interests in shares, options and
performance rights of the company
As at the date of this report, the interests of the
directors in the shares, options and performance rights
on issue by Danakali Limited were:
Director
S Cornelius
P Donaldson
J Fitzgerald
Z Jing
R Connochie
A Liebenberg
Ordinary Shares
Options over Ordinary Shares
Performance Rights
10,406,795
2,957,751
526,453
-
-
-
601,040
100,000
250,000
100,000
500,000
500,000
-
800,000
-
-
-
-
Principal activities
The principal activity of the Group during the period
was advancing the Colluli Potash Project in Eritrea, East
Africa. There was no significant change in the nature of
the Group’s activities during the financial year ended
31 December 2019.
Corporate structure
Danakali Limited is a company limited by shares that is
incorporated and domiciled in Australia.
Safety
Danakali is committed to ensuring all work activities are
carried out safely with all practical measures taken to
remove risks to health, safety and welfare of workers,
contractors, authorised visitors, and anyone else who
may be affected by the Group’s activities.
Since the Company commenced exploration in
2010, no injuries have been reported. This safety
performance, along with a strong safety culture, bodes
well for the Company as it moves into the construction
and production phases at Colluli.
Environment
The Group is subject to environmental regulation in
respect to its exploration and development activities.
Danakali aims to ensure the appropriate standard
of environmental care is achieved, and in doing so,
that it is aware of and is in compliance with relevant
environmental legislation. There were no breaches of
environmental legislation for the period under review.
Movements in Securities
On 13 January 2020, the Company issued 75,000 fully
paid ordinary shares on the vesting of performance rights.
On 28 January 2020, the Company issued 100,000 fully
paid ordinary shares on the vesting of performance rights.
On 14 February 2020, 15,000 performance rights lapsed
and were cancelled in accordance with the terms of issue.
No other matters or circumstances have arisen since the
end of the financial year which significantly affected or
may significantly affect the operations of the Group, the
results of those operations, or the state of affairs of the
Group in future financial years.
DANAKALI 2019 ANNUAL REPORT25
Dividends
No dividends were paid or declared during the financial
year to 31 December 2019. No recommendation for
payment of dividends has been made.
Directors’ meetings
The number of meetings of the Company’s Board
of Directors held during the financial year ended 31
December 2019 and the number of meetings attended
by each Director were:
Director
Board of
Directors
Audit Committee Remuneration and
Nomination Committee
Technical and
Risk Committee
/
e
l
i
i
g
b
e
l
t
o
a
t
t
e
n
d
T
o
t
a
l
m
e
e
t
i
n
g
s
h
e
d
l
S Cornelius
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg
12
12
12
12
12
12
T
o
t
a
l
a
t
t
e
n
d
e
d
12
9
11
10
11
11
/
e
l
i
i
g
b
e
l
t
o
a
t
t
e
n
d
4
-
4
-
-
4
T
o
t
a
l
m
e
e
t
i
n
g
s
h
e
d
l
T
o
t
a
l
a
t
t
e
n
d
e
d
4
-
4
-
-
4
/
e
l
i
i
g
b
e
l
t
o
a
t
t
e
n
d
-
4
4
-
-
4
T
o
t
a
l
m
e
e
t
i
n
g
s
h
e
d
l
T
o
t
a
l
a
t
t
e
n
d
e
d
-
4
4
-
-
4
/
e
l
i
i
g
b
e
l
t
o
a
t
t
e
n
d
4
4
-
-
4
-
T
o
t
a
l
m
e
e
t
i
n
g
s
h
e
d
l
T
o
t
a
l
a
t
t
e
n
d
e
d
3
4
-
-
3
-
Options
At the date of this report, unissued ordinary shares in
respect of which options are outstanding are as follows:
Balance at the beginning of the year
Movements of share options during the financial year ended 31 December 2019:
Issued, exercisable at $0.912, expiry date 11 May 2020
Issued, exercisable at $1.031, expiry date 24 January 2022
Issued, exercisable at $1.108, expiry date 13 March 2022
Issued, exercisable at $1.119, expiry date 28 March 2022
Issued, exercisable at $1.114, expiry date 30 May 2022
Exercised, exercisable at $0.558, expiry date 8 August 2019
Exercised, exercisable at $0.543, expiry date 7 October 2019
Cancelled, exercisable at $0.960, expiry date 20 June 2019
Cancelled, exercisable at $1.031, expiry date 24 January 2022
Share options outstanding at 31 December 2019
Movements since the financial year ended 31 December 2019:
None
Total number of share options outstanding as at the date of this report
Number of
options
2,990,000
500,000
2,025,055
583,000
561,800
1,450,000
(900,000)
(250,000)
(400,000)
(555,743)
6,004,112
-
6,004,112
DANAKALI 2019 ANNUAL REPORT
26
Expiry date
11 May 2020
19 May 2020
24 January 2022
13 March 2022
28 March 2022
30 May 2022
Total number of share options outstanding at the date of this report
Exercise price Number of
$0.912
$0.940
$1.031
$1.108
$1.119
$1.114
options
500,000
1,440,000
1,469,312
583,000
561,800
1,450,000
6,004,112
No option holder has any right under the option to
participate in any share issue of the Company or any
other entity.
No options were granted to key management personnel
of the Company since the end of the financial year.
Events occurring after the
balance date
Non-adjusting event (s) after the
balance sheet date
Subsequent to year end, in response to the Coronavirus
(COVID-19) pandemic, Danakali has taken a range
of steps to minimise the risks to its people and
its operations. Despite COVID-19 disruption, the
Company remains committed to development of the
Colluli Project.
As a non-adjusting subsequent event, the COVID-19
disruption has not had any impact on the carrying value
of the group’s investment in and receivable from CMSC
as at 31 December 2019.
Danakali is continuing to monitor the situation and
adjust its continuity measures as the situation evolves.
The Company continues to assess the potential short
and long term impacts.
The duration and intensity of this global health crisis and
related disruptions is uncertain. As at the date of this
report, given the fluid and evolving nature of COVID-19,
the Company is unable to assess the impact COVID-19
may have on the group’s ability to raise additional capital
to continue with the development as required, or the
future carrying value of the group’s investment in and
receivable from CMSC.
AFC Tranche 2
In light of the rapid spread of COVID-19 and its
significant impact on global financial markets, Tranche
2 of AFC’s equity funding will be deferred to allow for
the stabilisation of market and global conditions. Prior
to the advance of Tranche 2, AFC requires satisfaction
of certain Tranche 2 conditions precedent relating
to CMSC’s debt financing and execution of certain
documents ancillary to that debt financing, in addition
to the senior debt agreements already executed.
The deferment of Tranche 2 will allow the parties
to work through satisfying many of the remaining
conditions precedent to Danakali’s debt financing,
and give Danakali additional time to reassess its
overall funding strategy and review a range of options
appropriate to the Project’s funding requirements
beyond the completion of EPCM Phases 1 and 2.
Danakali and AFC are working in good faith to agree the
extent of AFC’s requirements, which of these documents
require execution before Tranche 2 is advanced and a
realistic timeframe for satisfaction of these requirements
if that is beyond the existing deadline for satisfaction of
the Tranche 2 conditions which is 2 June 2020. Approval
of Danakali’s shareholders remains a further condition
precedent.
Activities planned for 2020
The following key activities are scheduled over the
coming year:
• Assess COVID-19 long and short term impacts;
•
•
•
Finalise phase 1 and 2 of the EPCM to allow the
commencement of detailed design and early works;
Secure AFC Tranche 2 through satisfaction of
Conditions Precedent;
Secure balance of funding to advance Colluli to Final
Investment Decision;
DANAKALI 2019 ANNUAL REPORT27
•
Execute the EPCM contracts and commence the
detailed design work along with early works at site;
• Advance the Company’s ESG objectives;
• Close out the Conditions Precedent to allow draw
down of the CMSC Senior Debt Facility; and
Net cash inflow from financing activities of $32,286,301 in
the financial year to 31 December 2019 was attributable
to funds received in respect of a placement of shares and
the exercise of options (31 December 2018: $3,885,638
consideration received upon exercise of options).
• Negotiate and finalise the mining services and power
Significant changes in the state of affairs
provider contracts.
Finance review
The Group recorded a net loss after tax of $3,148,734
for the financial year to 31 December 2019 compared
to a loss of $6,944,413 for the financial year to 31
December 2018. As the Group has just commenced
the development stage, revenue streams mainly relate
to interest earned on investing of surplus funds from
capital raisings. The net losses after tax reflect the
Groups’ evaluation expenditure on the Colluli Potash
Project and ongoing administration costs.
Total consolidated cash on hand at the end of the financial
year was $33,800,104 (31 December 2018: $9,550,585).
Operating activities utilised $2,538,695 (31 December 2018:
$3,468,967 utilised) of net cash flows. Net cash outflow
from investing activities of $4,407,612 (31 December 2018:
$6,464,570) was predominantly expenditure made to
advance the Colluli Project in relation to:
• Advancing financing;
• Advancing key operational contracts; and
•
Engagement of DRA Global (DRA) to commence
EPCM process.
There were no other significant changes in the
Company’s state of affairs other than that referred to in
the financial statements or notes thereto.
Developments and expected results
Details of important developments occurring in this
financial year have been covered in the Review of
Operations section of the Directors’ Report. The Group will
continue to invest in the Colluli Potash Project to advance
activities in the exploration, evaluation and development
of the project with the objective of developing a significant
mining operation. Any significant information or data will
be released to the market and the shareholders pursuant
to the Continuous Disclosure rules as and when they arise.
Performance rights
Details of performance rights over unissued shares in
Danakali Ltd as at the date of this report are set out below:
Balance at the beginning of the year
Movements of performance rights during the financial year ended 31 December 2019:
Issued
Vested and exercised (a)
Forfeited (c)
Performance rights outstanding at 31 December 2019
Movements since the financial year ended 31 December 2019:
Vested and exercised (b)
Forfeited (c)
Total number of performance rights as at the date of this report
Number of rights
1,315,000
1,000,000
(15,000)
(15,000)
2,285,000
(175,000)
(30,000)
2,080,000
Note:
(a) Performance rights vested upon Endeavour Financial being paid its first milestone success fee which is linked to the granting of Credit Approval for the
Colluli project finance (15,000 rights).
(b) Comprises performance rights vested upon signing of debt documentation for the project financing of the Colluli project (25,000 rights), upon secur-
ing a strategic equity partner (50,000 rights), and upon CMSC commencing early works at Colluli (100,000 rights).
(c) Performance rights forfeited as performance hurdles not met (15,000) and upon resignation of employee (15,000).
No performance rights holder has any right to participate in any other share issue of the company or any other entity.
DANAKALI 2019 ANNUAL REPORT28
Indemnification and insurance of
directors and officers
Indemnification
An indemnity agreement has been entered into with
each of the directors and company secretary of the
Company named earlier in this report. Under the
agreements, the Company has agreed to indemnify
those officers against any claim or for any expense or
cost which may arise as a result of work performed in
their respective capacities to the extent permitted by law.
There is no monetary limit to the extent of this indemnity.
Insurance
During the period, the Company paid an insurance
premium in respect of Directors’ and Officers’ insurance.
The premiums relate to costs and expenses incurred by
the relevant officers in defending proceedings, whether
civil or criminal and whatever their outcome, and other
liabilities that may arise from their position, with the
exception of conduct involving a wilful breach of duty
or improper use of information or position to gain
a personal advantage. Premiums totalling $213,272
(2018: $56,384) were paid in respect of directors’ and
officers’ liability cover. The insurance policies outlined
above do not contain details of the premiums paid in
respect of individual officers of the Company.
Indemnification of auditors
To the extent permitted by law, the Company has agreed
to indemnify its auditors, Ernst and 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
and Young during or since the financial year.
Audit partner extension
On 25 October 2019, the Board granted approval
pursuant to section 324DAC of the Corporations Act
2001 (Cth), for Mr Gavin Buckingham of Ernst & Young
to play a significant role in the audit of the Company for
an additional one financial year through to the financial
year ending 31 December 2020.
The Board considered the matters set out in section
324DAB(3) of the Act and is satisfied that the approval:
i)
Is consistent with maintaining the quality of the audit
provided to the Company; and
ii) Would not give rise to a conflict of interest situation.
Reasons supporting this decision include:
•
•
•
The benefits associated with the continued retention
of knowledge regarding key audit matters;
The Board being satisfied with the quality of Ernst &
Young and Mr Buckingham’s work as auditor; and
The Company’s ongoing governance processes to
ensure the independence of the auditor is maintained.
Non-audit services
The Board has considered the non-audit services provided
during the financial year by the auditor and is satisfied
that the provision of those non-audit services is compatible
with, and did not compromise, the auditor’s independence
requirements of the Corporations Act 2001.
All non-audit services provided during the financial year
were subject to the corporate governance procedures
adopted by the Company and have been reviewed by
the Board to ensure they do not impact the integrity
and objectivity of the auditor; and the non-audit services
provided do not undermine the general principles
relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants, as
they did not involve reviewing or auditing the auditor’s
own work, acting in a management or decision making
capacity for the Company, acting as an advocate for the
Company or jointly sharing risks and rewards.
During the period, Ernst and Young, the Company’s
auditors, performed the following services in addition to
their statutory duties:
•
Preparation and lodgement of income tax returns;
• Assistance with preparation of employee share
scheme reporting;
• General tax advice; and
• Corporate advisory services.
DANAKALI 2019 ANNUAL REPORT29
2019
$
54,393
22,073
-
76,466
2018
$
44,837
55,973
123,332
224,142
Assurance related
Tax compliance services
Fees for other services (LSE listing)
Total
Corporate governance
The Company’s corporate governance statement can be
found at the following URL: http://www.danakali.com.
au/our-business/corporate-governance.
Board Changes
Mr Seamus Cornelius resumed his former role as Non-
Executive Chairman on 25 June 2019, following his service
as Executive Chairman which commenced on 14 June 2018.
Management Changes
New Chief Executive Officer (CEO) appointed
Following a thorough global search for potential CEO
candidates, Mr Niels Wage was appointed as CEO 25
March 2019 due to his extensive and relevant industry
experience, clear leadership capabilities, and passion for
the Colluli Potash Project and Eritrea.
Mr Wage brings significant potash, trading and logistics
experience to the team. Prior to joining Danakali he held a
number of senior management roles at BHP, including Vice
President Potash, Vice President Freight and Vice President
Diamonds. At BHP he was also responsible for marketing,
sales and supply chain for the Jansen Potash Project. Mr
Wage previously worked in trading and logistics for Cargill
and Vopak. He has also held a series of directorships
including joint ventures between Japanese firms K-line,
Daiichi and JFE Steel and BHP, the International Plant
Nutrition Institute and RightShip. He holds a Master’s
Degree in Business Economics from the University of
Amsterdam and has completed the International Directors
Programme at global business school INSEAD.
Mr Wage joined Danakali in June 2018 as Chief Commercial
Officer (CCO). As CCO, Mr Wage assisted the Company
with building and maintaining industry relationships
including interacting with CMSC’s offtake partner,
EuroChem. He has also been involved in investigating the
multicommodity and logistics optimisation potential of the
Project, further developing CMSC’s product sales strategy,
advancing Danakali and CMSC’s social and environmental
agenda, and supporting funding, project execution and
operations readiness processes.
Project Director appointed
During the year, Mr Tony Harrington was promoted
to the role of Project Director (from Project Manager).
He brings a depth of experience to his role as well
as Eritrean and wider developing nation insight.
Mr Harrington has more than 35 years’ experience
managing the delivery of projects across a diverse
range of commodities, mineral processing units and
jurisdictions including East Africa, West Africa, Southern
Africa, China, Europe, UK and Australia.
Chief Sustainability Officer (CSO) appointed
In January 2020, Danakali appointed Mr Todd Romaine as
CSO.
Mr Romaine brings significant experience in
Environmental, Social & Corporate Governance (ESG)
and Investor & Public Relations. Mr Romaine has deep
Eritrean experience accrued in his previous role as Vice
President, CSR & Government Relations, with Nevsun
Resources, a Canadian mining company with an
operating Eritrean mine, Bisha Mining Share Company.
As CSO, Mr Romaine will be responsible for continuing
and implementing the Danakali and Colluli’s ESG
strategies, and looking to drive Colluli’s contribution to
Eritrea’s Sustainable Development Goals.
Shares
During the year, the Company issued the following fully
paid ordinary shares:
• 900,000 shares on exercise of unlisted options
at $0.558 each;
• 250,000 shares on exercise of unlisted options
at $0.543 each;
• 15,000 shares on vesting of performance rights (Class
6: 15,000); and
• 52,958,908 shares at $0.60 each raising A$31,775,345
pursuant to the AFC Placement (first tranche).
At 31 December 2019, there were a total of
318,546,306 fully paid ordinary shares on issue.
DANAKALI 2019 ANNUAL REPORT
30
Options
The following unlisted options were issued during the year:
• 500,000 unlisted options at an exercise price of
$0.912 each expiring 11 May 2020;
• 280,000 Class 1 performance rights;
• 800,000 Class 4 performance rights;
• 100,000 Class 5 performance rights;
• 25,000 Class 6 performance rights1;
• 2,025,055 unlisted options at an exercise price of
• 15,000 Class 7 performance rights2;
$1.031 each expiring 24 January 2022;
• 583,000 unlisted options at an exercise price of
$1.108 each expiring 13 March 2022;
• 561,800 unlisted options at an exercise price of
$1.119 each expiring 28 March 2022; and
• 65,000 Class 8 performance rights3; and
• 1,000,000 Class 9 performance rights4.
Annual General Meeting
• 1,450,000 unlisted options at an exercise price of
$1.114 each expiring 30 May 2022.
The Company’s annual general meeting was held on
27 May 2019 (AGM). For more information, refer
The following unlisted options were exercised and
converted to shares during the year:
• 900,000 unlisted options exercised at $0.558 each
raising $502,200; and
• 250,000 unlisted options exercised at $0.543 each
raising $135,750.
The following unlisted options lapsed during the year:
• 555,743 unlisted options exercisable at $1.031 with
an expiry of 24 January 2022 (455,800 lapsed on 7
June 2019 and 99,943 lapsed 11 October 2019); and
• 400,000 unlisted options exercisable at $0.96 expired
on 20 June 2019.
At 31 December 2019, there were a total of 6,004,112
unlisted options on issue at various exercise prices and expiry
dates.
Performance Rights
The following performance rights were issued during the year:
• 1,000,000 Class 9 performance rights.
The following performance rights vested and were
converted to shares during the year:
• 15,000 Class 6 performance rights.
The following performance rights were cancelled during the
year:
• 15,000 Class 7 performance rights.
At 31 December 2019, there were a total of 2,285,000
performance rights on issue in the following classes:
to the Notice of AGM and Results available via the
Company’s website.
Sustainable Development Framework
Danakali and CMSC have a strong commitment to
sustainable development which is underpinned by the
principles that mineral projects should be financially,
technically and environmentally sound, and
socially responsible.
The Company has implemented a Sustainable
Development Framework to govern its Environmental,
Social and Governance (ESG) programs. The policies
developed using this framework directly supported the
management plans associated with the SEIA and SEMP for
the project.
Danakali has committed to release a sustainability
report. This report details the policies and frameworks in
place to ensure that Danakali continues to operate in a
sustainable manner.
Danakali's framework and policies are endorsed are
adopted by our joint venture partner, ENAMCO.
Risk management
The Company has established a Risk Management Policy
which outlines the Board’s expectations in relation to risk
management, responsibilities, risk management objectives,
and the principles of its risk management framework.
The Board, through the Audit and Risk Committee
(previously through the Technical and Risk Committee
until 23 January 2020) is responsible for overseeing
1
2
3
4
Comprises 25,000 class 6 performance rights in respect of which the performance hurdle had been met 23 December 2019. Issue of shares
following conversion occurred 13 January 2020.
Comprises 15,000 class 7 performance rights that were subject to cancellation at 31 December 2019 and removed from the register in January 2020.
Shown inclusive of 50,000 class 8 performance rights in respect of which the performance hurdle had been met 3 December 2019. Issue of
shares following conversion occurred 13 January 2020.
Shown inclusive of 100,000 class 9 performance rights in respect of which the performance hurdle had been met 20 December 2019. Issue of
shares following conversion occurred 28 January 2020.
DANAKALI 2019 ANNUAL REPORT
31
the establishment and implementation of effective risk
management and internal control systems to manage the
Company’s material business risks and for reviewing and
monitoring the Company’s application of those systems.
The Audit and Risk Committee continues to work
closely with management to assess, monitor and review
business risks and to carry out assessments of internal
controls and processes for improvement opportunities
In support of this, the Committee receives reports from
management on new and emerging risks and related
controls and mitigation measures that management
have implemented.
A summary of the material business risks of the
Company is set out in the below table.
Strategic Risks
Mitigation / Control
The Group is reliant on the success of a single asset
located in a remote region in Eritrea. Any adverse
event affecting the Colluli Potash Project (Project),
either during its development or following the
commencement of production, would have a material
adverse effect on the value of the business
Changes to government, existing applicable laws and
regulations, more stringent interpretations of existing
laws or inconsistent interpretation or application of
existing laws by relevant authorities have the potential
to adversely impact business activities.
Eritrea has limited local resources, infrastructure
and skills, has a less tested legislative and regulatory
framework compared to more established mining
jurisdictions and is generally perceived as a jurisdiction
where there is a high risk of corruption.
The Group has implemented a comprehensive risk
management framework to early detect and manage
adverse events that would affect the Project.
The Group maintains a strong relationship with a broad
base of government and community stakeholders to
monitor the political environment in Eritrea and to stay
ahead of any legislative and regulatory changes.
The Group’s public relations and investment strategies
promote the international awareness of the benefits of
doing business in Eritrea. As further investment is made
into the country further infrastructure can be developed.
The commencement of training programmes in
conjunction with Government and other mining
companies is planned to increase the number of skilled
and semi-skilled persons in Eritrea.
While the Group has not experienced any corruption
in Eritrea, the Anti-Bribery & Corruption Policy provides
the framework for the appropriate conduct when
dealing with government officials. The Group's values
further promote the proper behaviour of its employees
and contractors.
Financial Risks
Mitigation / Control
The Group is yet to commence production and is in
its development phase, therefore the company has no
cash generating assets which could put a strain on long
-term cash flows.
The Group has adopted robust financial management
practices to ensure that cashflow are closely governed
and that future requirements remain adequate to
continue as a going concern.
The Group continues to execute its fund raising
strategies to obtain the required capital to fully fund
the Project and working capital of the business.
The Group is assessing the COVID-19 impacts on the
costs and schedule of the project and that we have taken
measures to deal with the short-term risks and exposures.
DANAKALI 2019 ANNUAL REPORT
32
The Group is aware that the economics for the
development of the Project is strongly linked to the
market price of SOP and its ability to sell the product.
The Group continuously monitors the SOP market and
forecast demand to ensure that the economics of the
project remain favourable.
The Group is aware of the requirement to raise additional
funding to finance the Project. Without the required raise,
the business will not be able to develop the Project and
long-term cashflow will become a concern.
A natural hedge exists against lower SOP prices in
the form of an industry cost curve, of which Colluli is
expected to be in the bottom quartile.
An offtake agreement with Eurochem has been
concluded for up to 100% of the production for
the first 10 years of the project. There is an ongoing
engagement with Eurochem to continue to build the
future partnership.
The Group has established a funding strategy to fund
the project through debt and equity sources.
A US$200M debt facility has been secured with
African Finance Corporation (AFC) and African Export-
Import Bank (Afreximbank). Drawdown on this facility
is subject to a number of Conditions Precedent. A
detailed plan is in-progress to close out these conditions
to enable drawdown as required by the project.
Various strategies have been put in place to raise
the balance of the funding for the project. AFC has
committed US$50M to the company and the company
continues to identify and engage further strategic and
institutional investors through its advisers and brokers.
The Group is aware that foreign exchange movements
and interest rate changes could affect the financial
performance of the company.
The Group implements appropriate treasury
management processes and procedures to monitor
and manage its foreign exchange exposures.
The Group is aware that the mining industry is subject
to a number of laws and governmental regulations
which need to be complied with. Non-compliance
could result to the loss of the Groups’ mining licence.
The Group seeks to pursue natural foreign exchange
hedges through the negotiation, where appropriate,
of USD denominated commercial contracts.
The senior debt funding facility is linked to the Libor rate
which is relatively stable and does not fluctuate significantly.
The Group has regular and effective engagement with
the Eritrean Ministry of Energy and Mines to ensure
that it remains compliant with regulatory requirements
and that the government is made aware of the
company’s commitments to develop the project.
The Group is aware of its Environmental & Social
responsibilities and the impact it would have on the
company if regulatory compliance requirements have
not been met.
The Group has appointed a Chief Sustainability
Officer that is developing the management systems
to ensure that the environment and social compliance
requirements are achieved.
Operation/ Project Risks
Mitigation / Control
The Group is reliant on a number of key personnel.
The loss of one or more of its key personnel could
have an adverse impact on the business of the Group
The Group has developed succession plans to reduce
the exposure to the loss of any key personnel. In
addition, long and short-term incentive plans have
been implemented.
DANAKALI 2019 ANNUAL REPORT33
The Group is in the early stages of development and
therefore is exposed to various development risks.
The Group has identified a number of controls to
reduce its exposure to development risks.
The Group is reliant on third parties to develop and
operate the Project, including mining, EPCM, and
power contracts.
The Project is reliant on developing its own infrastructure
including, processing plant, water and roads.
At this stage of the development key controls relate to
cost management during phase 1 and 2 of the EPCM.
As part of the initial phase of development, risk reviews
are undertaken and collated in a project risk register.
The Group has awarded contracts or preferential
status to reputable third-party contractors to develop
and operate the project. The company continues to
engage these parties as the Project develops.
The Group has detailed plans to develop these
infrastructures and continue to engage with
reputable contractors.
Reputational Risks
Mitigation / Control
The Group is aware of the risk that Community and
Government support could deteriorate if the Colluli
Project does not commence in the near term.
The Group is aware of the external perception of
Eritrea with respect to political or economic instability.
Specifically, allegations of Human Rights violations.
The Group has appointed an in-country manager to
regularly engage with the government and community
to provide regular feedback on the development of
the project.
The strategies to complete the funding package
to develop the project are key to maintaining the
Groups reputation.
The Group intends to comply with IFC Performance
Standards and Equator Principles.
The business has implemented a number of policies
and procedures to ensure compliance with fair work
and human rights practices.
Health and Safety
Mitigation / Control
Physical development of the Project has not yet
commenced. However, the Group is aware of the
activities and the environments in which the project is
located presents inherent hazards, including the risk of
serious injury or fatality while working on site.
In recognition of the physical remoteness of the
Project, a well-equipped medical clinic is planned
for on-site. The business has engaged with an
internationally recognised health and safety consultant
to assist in to further develop these plans.
The physical remoteness of Project increases the risk
of commuting to site and the availability of medical
assistance in the event of an incident.
Emergency response plans and travel safety strategies
have been implemented.
Proceedings on behalf of
the Company
No person has applied to the Court under section
237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene
in any proceedings to which the Company is a party,
for the purpose of taking responsibility on behalf of the
company for all or any part of those proceedings.
No proceedings have been brought or intervened in
or on behalf of the Company with leave of the Court
under section 237 of the Corporations Act 2001.
Auditor’s independence declaration
A copy of the auditor's independence declaration as
required under section 307C of the Corporations Act
2001 is set out separately in this report.
DANAKALI 2019 ANNUAL REPORT
34
Remuneration
Report (audited)
The Remuneration Report outlines the director and
executive remuneration arrangements of the Group in
accordance with the requirements of the Corporations
Act 2001 (Cth) and its Regulations. For the purposes of
this report, Key Management Personnel (KMP) of the
Group are defined as those persons having authority
and responsibility for planning, directing and controlling
the major activities of the Group, directly or indirectly,
including any director (whether executive or otherwise)
of the Company. For the purposes of this report, the
term ‘Executive’ includes the Chief Executive Officer and
key management personnel of the Group.
The Key Management Personnel of Danakali Ltd and
the Group during the financial year to 31 December
2019 were:
Directors
S Cornelius
Non-Executive Chairman
(Transitioned from Non-Executive Chairman to Executive
Chairman 14 June 2018, and resumed Non-Executive
Chairman role 25 June 2019)
P Donaldson
Non-Executive Director
J Fitzgerald
Non-Executive Director
J Zhang
Non-Executive Director
R Connochie
Non-Executive Director
A Liebenberg
Non-Executive Director
Key Management Personnel
N Wage
Chief Executive Officer (Appointed 25 March 2019)
S Tarrant
Chief Financial Officer
C Grant-Edwards
Joint Company Secretary
M Chapman
Joint Company Secretary
All of the above persons were key management
personnel during the financial year to 31 December
2019 unless otherwise stated. The information provided
in this remuneration report has been audited as required
by section 308 (3C) of the Corporations Act 2001.
Key Elements of Key Management
Personnel Remuneration Strategy
The remuneration strategy for Danakali Ltd is designed
to provide rewards that achieve the following:
• Attract, retain, motivate and reward KMP;
• Reward KMP for Company and individual
performance against targets set by reference to
appropriate benchmarks;
•
•
Link reward with the strategic goals and
performance of the Company;
Provide remuneration that is competitive by
market standards;
• Align executive interests with those of the
Company’s shareholders; and
• Comply with applicable legal requirements and
appropriate standards of governance.
The Company is satisfied that its remuneration framework
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT35
reflects current business needs, shareholder views and
contemporary market practice and is appropriate to
attract, motivate, retain and reward employees.
A summary of the key elements of the current
remuneration arrangement is as follows:
Remuneration Component
Item
Purpose
Link to Performance
Fixed Remuneration
• Base salary
•
Superannuation
contributions
• Other benefits
Provide competitive
remuneration with
reference to the role and
responsibilities, market and
experience, to attract high
calibre people.
Performance Based
• Cash bonus
Short Term Incentive (STI)
• Options
Performance Based:
•
Shares
Long Term Incentive (LTI)
• Options
•
Performance
Rights
Provide reward to KMP for
the achievement of individual
and Group performance
targets linked to the
Company’s short-term goals
and strategic objectives.
Provide reward to KMP
for their continued service
and their contribution
to achieving corporate
objectives set by the Board to
ensure the long-term growth
of the Company.
Executive performance and
remuneration packages are
reviewed at least annually by
the Board and Remuneration
and Nomination Committee.
The review process includes
consideration of the
individual’s performance
in addition to the overall
performance of the Group.
Award of STI linked directly
to achievement of company
and individual KPI’s and
performance targets.
Award of LTI linked directly
to achievement of strategic
Company objectives.
The Remuneration Report has been set out under the
following headings:
a) Decision Making Authority for Remuneration;
b) Principles Used to Determine the Nature and Amount
of Remuneration;
c) Voting and Comments Made at the Last Annual
General Meeting;
d) Details of Remuneration;
e) Service Agreements;
f) Details of Share Based Compensation;
g) Equity Instruments Held by Key Management
Personnel;
h) Loans to Key Management Personnel;
i) Other Transactions with Key Management
Personnel; and
j) Additional Information.
a) Decision Making Authority
for Remuneration
The Company’s remuneration policy and strategies are
overseen by the Remuneration and Nomination Committee
on behalf of the Board. The Remuneration and Nomination
Committee is responsible for making recommendations to
the Board on all aspects of remuneration arrangements for
key management personnel including:
•
•
•
•
•
The Company’s remuneration policy and framework;
The remuneration arrangements for the Chief
Executive Officer and other KMP;
The terms and conditions of long-term incentives
and short-term incentives for the Chief Executive
Officer and other KMP;
The terms and conditions of employee incentive
schemes; and
The appropriate remuneration to be paid to non-
executive Directors.
DANAKALI 2019 ANNUAL REPORT36
The Remuneration and Nomination Committee Charter
is approved by the Board and is published on the
Company’s website. Remuneration levels of the Directors
and Key Management Personnel are set by reference to
other similar sized mining and development companies
with similar risk profiles and are set to attract and retain
KMP capable of managing the Group’s operations.
Remuneration levels for the Chief Executive Officer
and key management personnel are determined
by the Board based upon recommendations from
the Remuneration and Nomination Committee.
Remuneration of non-executive directors is determined
by the Board within the maximum levels approved by
the shareholders from time to time.
b) Principles Used to Determine the
Nature and Amount of Remuneration
The Company’s remuneration practices are designed to
attract, retain, motivate and reward high calibre people
capable of delivering the strategic objectives of the
Company. The Company’s Key Management Personnel
remuneration framework aligns their remuneration with
the achievement of strategic objectives and the creation
of value for shareholders and conforms with market
practice for delivery of reward.
The Remuneration and Nomination Committee ensures
that the remuneration of Key Management Personnel is
competitive and reasonable, acceptable to shareholders
and aligns remuneration with performance.
The structure and level of remuneration for key
management personnel is conducted annually by the
Remuneration and Nomination Committee relative to
the Company’s circumstances, size, nature of business
and performance.
Remuneration of Non-Executive Directors
Fees and payments to non-executive Directors reflect the
demands which are made on, and the responsibilities
of the directors. Non-executive directors’ fees and
payments are reviewed annually by the Board. The Board
at times receives advice from independent remuneration
consultants to ensure non-executive Directors fees and
payments are appropriate and in line with the market. No
advice was received during the period.
The general principles of non-executive Directors
compensation are:
• Non-executive Directors are paid a base fee prior to
any statutory superannuation payments;
• Additional fees are paid to Directors who serve on the
board sub-committees; and
• Adjustments may be made in the event that a
specific non-executive Director’s contribution
warrants an adjustment. Such adjustments are at the
recommendation of the board.
Fees for the non-executive directors are determined
within an aggregate directors’ fee pool limit of
$500,000 as approved by shareholders on 27 May
2019. Effective from 27 May 2019, the base fee paid
to each Non-Executive Director was increased from
$40,000 to $60,000 per annum.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT37
Remuneration of Chairman
Chairman’s fees are determined independently to the
fees of non-executive directors based on comparative
roles in the external market and the specific
requirements that the Company has of the Chairman.
The Chairman is not present at any of the discussions
relating to the determination of his own remuneration.
The remuneration and reward framework for key
management personnel may consist of the following areas:
i)
Fixed Remuneration;
ii) Variable Short-Term Incentives; and
iii) Variable Long-Term Incentives.
The combination of these would comprise the key
management personnel’s total remuneration.
Remuneration of Key Management Personnel
i) Fixed Remuneration
The Company’s remuneration and reward framework is
designed to ensure reward structures are aligned with
shareholders’ interest by:
• Being market competitive to attract and retain high
calibre individuals;
• Rewarding high individual performance;
• Recognising the contribution of each key
management personnel to the contributed growth
and success of the Company; and
•
Ensuring that long term incentives are linked to
shareholder value.
To achieve these objectives, the remuneration of key
management personnel may comprise a fixed salary
component and an ‘at risk’ variable component linked
to performance of the individual and the Company
as a whole. Fixed remuneration comprises base salary,
superannuation contributions and other defined
benefits. ‘At risk’ variable remuneration comprises both
short term and long-term incentives.
The fixed remuneration for each senior executive
is influenced by the nature and responsibilities of
each role and knowledge, skills and experience
required for each position. Fixed remuneration
provides a base level of remuneration which is
market competitive and comprises a base salary and
statutory superannuation. It is structured as a total
employment cost package, which may be delivered
as a combination of cash and prescribed non-
financial benefits at the executives’ discretion.
Key management personnel are offered a competitive
base salary that comprises the fixed component of
pay and rewards. External remuneration consultants
may provide analysis and advice to ensure base pay is
set to reflect the market for a comparable role. Globe
25/7 was engaged by the Company to benchmark
renumeration levels for the Project Director, CFO and
CSO roles. The pay of key management personnel is
also reviewed on promotion. There is no guaranteed
pay increase included in any key management
personnel’s contract.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
38
ii) Variable Remuneration –
Short Term Incentives (STI)
The Danakali Ltd Short-Term Incentive Scheme
applies to executives in the Company and is
designed to link any STI payment with the
achievement by each Key Management Personnel
of specified key performance indicators (KPI’s)
which are in turn linked to the Company’s strategic
objectives and targets.
increase the range of potential incentives available
to Directors and employees and to recognise their
contribution to the Company’s success.
Under the PRP, performance rights were granted over
ordinary shares in the Company on an annual basis, up
until 17 November 2017 (three years from re-approval
date of PRP). The vesting conditions in respect of
performance rights issued to KMP under the PRP that
are outstanding at 31 December 2019 are as follows:
The Board has the discretion to reduce or suspend
any bonus payments where Company circumstances
render it appropriate.
In line with the recommendation from the
Remuneration and Nomination Committee, the
Board formally approved the results of the FY19 key
performance indicators (KPIs) on 23 March 2020.
Subject to Board approval, an offer of zero exercise
price options (ZEP Options) is proposed to be made
to eligible employees. As the terms of these offers
have not yet been agreed, the share based payment
expense associated with a potential grant of ZEP
Options will be recognised over the vesting period,
and as such no value has been recorded in the 31
December 2019 financial statements in respect of
any such these securities.
iii) Variable Remuneration –
Long Term Incentives (LTI)
The Company does not currently have a formal long
term incentive plan approved by shareholders in
place under which long term incentives are offered.
Rather, long term incentives have been provided to
employees during the year via the issue of options
and performance rights (using its capacity under
ASX Listing Rule 7.1). During the year, 1,000,000
performance rights (Class 9) were issued to Mr
Wage as part of his remuneration package.
In previous financial years, long term incentives
were provided to directors and employees through
the issue of options and performance rights. The
Company previously issued performance rights to its
employees (including KMP) under the Performance
Rights Plan (PRP). The PRP was re-approved by
shareholders at the general meeting held 17
November 2014. The PRP provided incentives, which
promote the long-term performance and growth
of the Company. The performance conditions
were chosen to strengthen the links between the
Company objectives and the role performed by its
Directors and employees. The PRP was designed to
Class 4:
• 800,000 upon commencement of construction of
the production facility.
Details of options issued to key management
personnel can be found in section f(i) below.
Details of performance rights issued to key management
personnel can be found in section f(ii) below.
Further performance rights details can be found in
Note 22 to the financial statements.
All performance rights will automatically expire on
the earlier of the expiry date or the date the holder
ceases to be an employee of the Company, unless
the Board determines to vary the expiry date in
the event the holder ceased to be an employee
because of retirement, redundancy, death or total
and permanent disability and such other cases the
Board may determine. Performance rights granted
under the PRP will carry no dividend or voting
rights. When the vesting conditions have been met,
each performance right will be converted into one
ordinary share.
c) Voting and Comments Made at
the Last Annual General Meeting
The Company received approximately 99% of votes in
favour of its Remuneration Report for the financial year
ending 31 December 2019 and received no specific
feedback on its Remuneration Report at the Annual
General Meeting or throughout the period.
d) Details of Remuneration
Details of the remuneration of the directors and other
key management personnel of Danakali Ltd are set out
in the following table. The disclosed directors’ fees are
inclusive of committee fees.
DANAKALI 2019 ANNUAL REPORT
39
Key management personnel of the Company for the financial year to 31 December 2019:
Short-Term
Post-
Employment
F
e
e
s
(
e
)
$
l
S
a
a
r
y
a
n
d
Non-Executive Directors
S Cornelius (a)
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg
99,497
78,514
68,451
52,473
58,554
78,823
Executive Directors
S Cornelius (a)
69,028
S
u
p
e
r
a
n
n
u
a
t
i
o
n
$
-
7,459
6,503
-
-
-
-
-
-
-
-
-
-
-
Other Key Management Personnel
N Wage (b)
S Tarrant
306,504
271,651
29,668
25,156
C Grant-Edwards (c)
48,000
M Chapman (c)
48,000
-
-
4,189
(14)
-
-
TOTAL
1,179,495
68,786
4,175
Long
Term
Benefits
L
e
a
v
e
(
f
)
$
L
o
n
g
S
e
r
v
i
c
e
LTI (d) Share Based
Payments
Total
Options
% of
total
S
h
a
r
e
s
$
$
O
p
t
i
o
n
s
(
g
)
i
R
g
h
t
s
(
g
)
$
P
e
r
f
o
r
m
a
n
c
e
$
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,865
33,656
-
-
-
-
-
-
99,497
18,919
104,892
-
-
-
-
-
17%
74,954
52,473
58,554
94,688
102,684
33%
130,241
160,138 630,740
75,382
(145)
372,030
-
-
-
-
48,000
48,000
21%
20%
-
-
255,144
178,912 1,686,512 15%
Note:
(d) Mr S Cornelius transitioned from the role of Executive Chairman to Non-Executive Chairman on 25 June 2019.
(e) Mr Wage was appointed Chief Executive Officer 25 March 2019.
(f) Company secretarial services are provided through Bellatrix Corporate Pty Ltd. Fees charged are on an arms-length basis.
(g) The recorded values of options will only be realised by the KMP’s in the event the Company’s share price exceeds the option exercise price. The record-
ed values of performance rights will only be realised by the KMP’s in the event the Company achieves its stated objectives, which is expected to create
further value for shareholders.
(h) Amounts shown in salary and fees includes annual leave movements during the year.
(i) Long service leave reported in this table represents amounts accrued during the year.
(j) This amount refers to the share-based payment expense recorded in the statement of comprehensive income during the period in respect of the
options and performance rights to KMP’s (refer details below).
DANAKALI 2019 ANNUAL REPORT
40
Key management personnel of the Company for the financial year to 31 December 2018:
Short-Term
Post-
Employment
F
e
e
s
(
e
)
$
l
S
a
a
r
y
a
n
d
S
u
p
e
r
a
n
n
u
a
t
i
o
n
$
Long
Term
Benefits
L
e
a
v
e
(
f
)
$
L
o
n
g
S
e
r
v
i
c
e
LTI (d) Share Based
Payments
Total
Options
% of
total
$
%
S
h
a
r
e
s
$
O
p
t
i
o
n
s
(
g
)
$
i
R
g
h
t
s
(
g
)
$
P
e
r
f
o
r
m
a
n
c
e
Non-Executive Directors
S Cornelius (a)
43,269
-
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg
171,819
56,154
38,987
44,987
64,987
Executive Directors
S Cornelius (a)
110,878
Other Key Management Personnel
6,293
5,335
-
-
-
-
-
-
-
-
-
-
-
D Goeman (b)
S Tarrant
C Grant-Edwards (c)
M Chapman (c)
225,406
270,997
43,000
43,000
14,729
24,146
-
-
(8,178)
10,377
-
-
TOTAL
Note:
1,113,484 50,503
2,199
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
43,269
3,600
181,712
-
-
-
-
-
61,489
38,987
44,987
82,088
110,878
231,957
17,101 -
3,880
309,400
-
-
43,000
43,000
17,101 7,480
1,190,767 1%
-
-
-
-
-
21%
-
-
-
-
-
(k) Mr S Cornelius transitioned from the role of Non-Executive Chairman to Executive Chairman on 14 June 2018.
(l) Mr Goeman resigned as Chief Executive Officer on 3 August 2018. At resignation Mr Goeman retained 900,000 unlisted vested options exercisable
at $0.558 expiring 8 August 2019.
(m) Company secretarial services are provided through Bellatrix Corporate Pty Ltd. Fees charged are on an arms-length basis.
(n) The recorded values of options will only be realised by the KMP’s in the event the Company’s share price exceeds the option exercise price.
The recorded values of performance rights will only be realised by the KMP’s in the event the Company achieves its stated objectives, which is expected
to create further value for shareholders.
(o) Amounts shown in salary and fees includes annual leave movements during the year.
(p) Long service leave reported in this table represents amounts accrued during the year.
(q) This amount refers to the share-based payment expense recorded in the statement of comprehensive income during the period in respect of the
Director Options and performance rights (refer details below).
DANAKALI 2019 ANNUAL REPORT
41
Relative proportions of remuneration that are linked to performance and those that are fixeds:
Name
Financial Year to 31 December 2019
Fixed Remuneration
At risk – STI
At risk - LTI
Non-Executive Directors
S Cornelius
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg
Executive Directors
S Cornelius
100%
82%
100%
100%
100%
83%
67%
Other Key Management Personnel
N Wage
S Tarrant
C Grant-Edwards
M Chapman
54%
80%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
18%
-
-
-
17%
33%
46%
20%
-
-
e) Service Agreements
Remuneration and other terms of employment for
the executive managers are formalised in employment
contracts. Other major provisions of the agreements
relating to remuneration are set out below.
S Cornelius, Non-Executive Chairman
(Transitioned from Non-Executive to Executive Chairman
14 June 2018, resumed role as Non-Executive Chairman
25 June 2019):
• Under an executive services agreement for the
provision of executive duties, Mr Cornelius received:
•
For the period 1 January 2019 to 24 June 2019:
$69,028.
•
In addition, Mr Cornelius remained entitled to receive
his pre-existing director fees during the period that he
performed the executive role.
S Tarrant, Chief Financial Officer
• Appointed 12 June 2017;
•
Engaged as a permanent full-time employee;
• Remuneration of $300,000 per annum inclusive of
statutory superannuation; and
• Notice period of three months, required to be given by
either party for termination.
N Wage, Chief Executive Officer:
• Appointed 25 March 2019 to role of CEO;
•
Engaged as a permanent full-time employee;
• Remuneration of €250,000 per annum plus
superannuation at the Australian statutory
rate and health insurance for Mr Wage and his
dependents; and
• Notice period of six months, required to be given by
either party for termination.
f) Details of Share
Based Compensation
(i) Options
During the year, the following options were issued to
KMP’s as part of remuneration:
• 500,000 unlisted options with an exercise price
of $0.912 each expiring 11 May 2020 to the
nominee of Mr Liebenberg, as approved by
shareholders at the AGM;
• 301,040 unlisted options with an exercise price of
$1.031 each expiring 24 January 2022 (subject to
vesting conditions) to the nominee of Mr Cornelius,
as approved by shareholders at the AGM;
DANAKALI 2019 ANNUAL REPORT
42
• 583,000 unlisted options with an exercise price of
$1.108 each expiring 13 March 2022 (subject to
vesting conditions) to Mr Tarrant; and
• 1,450,000 unlisted options with an exercise price
of $1.114 each expiring 30 May 2022 (subject to
vesting conditions) to Mr Wage.
There were no new options granted to key management
personnel during the year, other than listed above.
The terms and conditions of each grant of options
constituting key management personnel remuneration
that remain on issue to current key management
personnel at 31 December 2019 are set out in the
following table:
Grant date
Vesting and first
exercise date
Expiry date
Number of
Options
Exercise
price
19 May 2017
19 May 2017 (a)
19 May 2020
1,250,000
$0.940
27 May 2019
27 May 2019 (a)
11 May 2020
500,000
27 May 2019
24 January 2020 (b) 24 January 2022
301,040
13 March 2019
13 March 2020 (b)
13 March 2022
30 May 2019
31 January 2020 (b) 30 May 2022
30 May 2019
31 July 2020 (b)
30 May 2022
Total Options
Note:
583,000
725,000
725,000
4,084,040
$0.912
$1.031
$1.108
$1.114
$1.114
Value per
option at
grant date
Vested and
exercisable
%
$0.202
$0.066
$0.124
$0.161
$0.130
$0.130
100%
100%
-
-
-
-
(a) The options were issued in recognition of skill and expertise brought to the Company and therefore, there were no conditions attached to the options.
(b) Vesting of options is conditional on director or employee remaining engaged or employed by the Company at this date.
Details of options over ordinary shares in the Company,
provided as remuneration to key management
personnel are set out in the following table.
to be an employee because of retirement, redundancy,
death or total and permanent disability and such other
cases the Board may determine.
Options will automatically expire on the earlier of the
expiry date or the date the holder ceases to be an
employee of the Company, unless the Board determines
to vary the expiry date in the event the holder ceased
When exercisable, each option is convertible into one
ordinary share. Further information on the options is
set out in note 22.
Name
S Cornelius
S Cornelius
P Donaldson
J Fitzgerald
Z Jing
R Connochie
A Liebenberg
N Wage
S Tarrant
Year
of
grant
2017
2019
2017
2017
2017
2017
2018
2019
2019
Year in
which
options
vest
Number
of options
granted
Value of
options
at grant
date
Unamort-ised
value of options
at 31 Dec 2019
Number
of options
vested
Vested and
exercisable
Number
of options
forfeited
during the
period
2017
2020
2017
2017
2017
2017
2019
2020
2020
300,000
$60,734
-
300,000
100%
301,040
$37,234
$3,568
-
100,000
$20,245
250,000
$50,612
100,000
$20,245
-
-
-
500,000
$101,224 -
500,000
$32,967
-
100,000
250,000
100,000
500,000
500,000
1,450,000 $188,676 $58,434
583,000
$93,670
$18,588
-
-
-
100%
100%
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
Total Options
4,084,040
1,750,000
DANAKALI 2019 ANNUAL REPORT
43
There were no remuneration options exercised by key
management personnel during the year.
package. There were no other new performance rights
granted to key management personnel during the year.
(ii) Performance Rights
During the year, 1,000,000 performance rights (Class
9) were issued to Mr Wage as part of his remuneration
The terms and conditions of each grant of performance
rights constituting key management personnel
remuneration that remain on issue at 31 December
2019 are as set out in the following table:
Name
Year of
grant
Performance rights
granted
Number of performance
rights vested
Performance
rights cancelled
Total
Unvested
Class
Number
In prior
periods
In current
period
P M Donaldson
S Tarrant
S Tarrant
N Wage
2014
2017
2017
2019
Class 4
Class 6
Class 7
2,450,000
1,650,000
-
50,000
50,000
10,000
20,000
40,000
-
-
-
30,000
Class 9 (a)
1,000,000
-
100,000
-
33%
-
-
90%
(a) Class 9 performance rights were granted on 30 May 2019. The fair value of rights at grant date was $0.75 per right. The rights do not have an expiry
date, but unvested rights are subject to forfeiture upon employee ceasing to be employed. As at 31 December 2019, the unamortised value of the
rights is $589,862.
The performance rights on issue to key management
personnel, as set out above, vest, subject to the
following vesting conditions:
• 25,000 upon term sheets being signed for the
project financing of the Colluli project (vested during
December 2019 and shares issued January 2020).
Class 4:
Class 7:
• 300,000 upon completion of a Prefeasibility Study
and the release of the study results to market
(vested March 2015);
• 650,000 upon completion of a Definitive Feasibility
Study and release of study results to market
(vested November 2015);
• 700,000 upon awarding of the Colluli mining
• 10,000 upon market announcement of a binding
offtake agreement to support debt funding of
the project (vested during 2018 and shares issued
June 2018);
• 10,000 upon market announcement on
completion of FEED (vested during 2018 and
shares issued March 2018);
licence (vested February 2017); and
• 15,000 upon completion of a strategic investment
• 800,000 upon commencement of construction of
the production facility.
Class 6:
• 10,000 upon successful completion of a dual
listing of the Company on the London stock
exchange (vested during 2018 and shares issued
July 2018);
• 15,000 upon Endeavour Financial being paid its
first milestone success fee which is linked to a
letter of finance support from a lending institution
(vested October 2019); and
at greater than 30-day VWAP plus 10%
(performance hurdle not met at December 2019
and rights cancelled January 2020); and
• 15,000 on signing a debt term sheet for project
financing or debt is secured from a strategic
investor (cancelled June 2019).
Class 9:
• 100,000 when CMSC commences early works
at Colluli provided this occurs in 2019 (vested
December 2019 and shares issued January 2020);
• 300,000 when construction at Colluli is considered
to be 50% complete provided construction is
DANAKALI 2019 ANNUAL REPORT
44
materially on time and on budget and Danakali are
meeting safety standards;
• 500,000 when CMSC commences commercial
production at Colluli provided this is materially on
time and on budget, meeting safety and product
quality standards; and
• 100,000 when CMSC have shipped and been
paid for 100,000t of SOP provided this occurs
materially on time, meeting safety and product
quality standards.
No performance rights held by key management
personnel were forfeited during the year, other than
those detailed above.
Shares held in financial year to 31 December 2019:
g) Equity Instruments Held by Key
Management Personnel
(i) Shares
No shares were granted as remuneration during the
year ended 31 December 2019.
The number of shares in the Company held during
the financial period by each director of Danakali Ltd
and other key management personnel of the Group,
including their personally related parties, are set out in
the following tables.
Balance
at 31
December
2018
Granted as
compensation
Received on
exercise of
remuneration
options
Received /
entitled to
receive on
conversion of
performance
rights
On market
purchases /
(sales)
Other Balance at 31
December
2019
Directors
S Cornelius
10,328,965 -
P Donaldson
2,957,751
J Fitzgerald
526,453
J Zhang
R Connochie
A Liebenberg
Other KMP
N Wage
S Tarrant
C Grant-
Edwards
M Chapman
-
-
-
-
189,857
-
-
-
-
-
-
-
-
-
-
-
TOTAL
14,003,026 -
Note:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000 (a)
40,000 (b)
-
-
140,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,328,965
2,957,751
526,453
-
-
-
100,000
229,857
-
-
14,143,026
(b) (Refers to 100,000 shares issued to Mr Wage on 28 January 2020 in respect of class 9 performance rights that vested 20 December 2019.
(a)
Includes 15,000 shares issued to Mr Tarrant on 7 October 2019 following the vesting of class 6 performance rights. Additionally, a further 25,000
shares were issued to Mr Tarrant on 13 January 2020 in respect of class 6 performance rights that vested 23 December 2019.
(ii) Options
The numbers of options over ordinary shares in the
Company held during the financial period by each
director of Danakali Ltd and other Key Management
Personnel of the Group, including their personally
related parties, are set out in the following tables.
DANAKALI 2019 ANNUAL REPORT
45
Options held in financial year to 31 December 2019:
Balance at
Granted
31
December
2018
300,000
301,040
100,000
250,000
100,000
500,000
500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,450,000 -
583,000
-
-
-
-
-
1,750,000 2,334,040 -
Directors
S Cornelius
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg (a)
Other KMP
N Wage
S Tarrant
C Grant-Edwards
M Chapman
TOTAL
Note:
Exercised Expired /
Cancelled
Other Balance
at 31
December
2019
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
601,040
300,000
301,040
100,000
100,000
250,000
250,000
100,000
100,000
500,000
500,000
500,000
500,000
-
-
-
-
-
1,450,000 -
583,000
-
-
-
-
-
1,450,000
583,000
-
-
4,084,040 1,250,000 2,334,040
(a) Refers to 500,000 unlisted options which were granted to Mr Liebenberg in 2018 and issued in 2019, following receipt of shareholder approval at the
Company’s 27 May 2019 AGM.
(iii) Performance Rights held by Key
Management Personnel
Movements in Performance Rights held by Key
Management Personnel are as set out in the following table:
Performance Rights held in financial year to 31 December 2019:
Balance At 31
December 2018
Granted as
Remuneration
Vested
Cancelled Other
Unvested Balance at
31 December 2019
Directors
S Cornelius
P Donaldson
J Fitzgerald
J Zhang
R Connochie
A Liebenberg
Other KMP
N Wage
S Tarrant
C Grant-Edwards
M Chapman
TOTAL
-
800,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
(100,000)
-
-
-
-
-
-
-
70,000
-
-
-
-
-
(40,000)
(30,000)
-
-
-
-
870,000
1,000,000
(140,000)
(30,000)
-
-
-
-
-
-
-
-
-
-
-
-
800,000
-
-
-
-
900,000
-
-
-
1,700,000
h) Loans to Key
Management Personnel
There were no loans to key management personnel
during the period.
DANAKALI 2019 ANNUAL REPORT
46
i) Other Transactions with Key
Management Personnel
There were no other transactions with key management
personnel during the period.
j) Additional Information
The remuneration structure has been set up with the
objective of attracting and retaining the highest calibre
staff who contribute to the success of the Company’s
performance and individual rewards. The remuneration
policies seek a balance between the interests of
stakeholders and competitive market remuneration
levels. The overall level of key management personnel
compensation takes into account the performance of
the Group over a number of years and the stage of
activities the Company is engaged in.
During the period, there was a high level of corporate
and project development activity to progress the Colluli
Potash Project. The remuneration paid during the period
is commercially reasonable for a development stage
mining company. Company performance is measured
against a comparable list of companies operating in the
same market segment.
The Group is still in the development stage and revenue
streams only relate to interest earned on investing surplus
funds from capital raisings. The net losses after tax reflect
the Group’s ongoing development costs of the Colluli
Potash Project. The table below shows the performance
of the Group over the last 5 reporting periods:
Financial Year
31 Dec 2019
31 Dec 2018
31 Dec 2017
31 Dec 2016
31 Dec 2015
Basic (loss)/income EPS (Cents)
Share Price
(1.16)
$0.60
(2.66)
$0.74
(2.85)
$0.715
(2.35)
$0.48
(4.01)
$0.29
(Loss)/income for the period
($3,148,734)
($6,944,413)
($6,839,936)
($4,925,558)
($6,792,685)
The Company continues to review its remuneration
framework to ensure it reflects current business needs,
shareholder views and contemporary market practice
and remains appropriate to attract, motivate, retain and
reward employees.
– End of Remuneration Report –
Directors’ Report
MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT
In accordance with the requirements set out in DTR4.1 of the Disclosure and Transparency Rules in the United Kingdom,
the Directors’ Report and Corporate Governance Statement, incorporated by reference, when taken as a whole, form the
Management Report.
The Directors (as listed under Corporate Information) confirm to the best of their knowledge, that:
a)
the consolidated financial statements and notes to the financial statements were prepared in accordance with
applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit
and loss of the Group and the undertakings included in the consolidation taken as a whole; and
b)
the Directors’ Report includes a fair review the development and performance of the business and the position
of the Group and the undertakings included in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties they face.
Signed in accordance with a resolution of the directors.
Seamus Cornelius
NON-EXECUTIVE CHAIRMAN
Perth, 31 March 2020
DANAKALI LIMITED ABN 56 097 904 302
28
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
47
Directors’ Report
MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT
In accordance with the requirements set out in DTR4.1 of the Disclosure and Transparency Rules in the United Kingdom,
the Directors’ Report and Corporate Governance Statement, incorporated by reference, when taken as a whole, form the
Management Report.
The Directors (as listed under Corporate Information) confirm to the best of their knowledge, that:
a)
b)
the consolidated financial statements and notes to the financial statements were prepared in accordance with
applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit
and loss of the Group and the undertakings included in the consolidation taken as a whole; and
the Directors’ Report includes a fair review the development and performance of the business and the position
of the Group and the undertakings included in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties they face.
Signed in accordance with a resolution of the directors.
Seamus Cornelius
NON-EXECUTIVE CHAIRMAN
Perth, 31 March 2020
DANAKALI LIMITED ABN 56 097 904 302
28
DANAKALI 2019 ANNUAL REPORTDirectors’ Report
those in forward-looking statements.
Factors that could cause actual results to differ materially from those in forward-looking statements include market prices of potash and,
exploitation and exploration successes, capital and operating costs, changes in project parameters as plans continue to be evaluated,
continued availability of capital and financing and general economic, market or business conditions, as well as those factors disclosed in
the Company’s filed documents.
There can be no assurance that the development of Colluli will proceed as planned. Accordingly, readers should not place undue
reliance on forward looking information. Mineral Resources and Ore Reserves have been reported according to the JORC Code, 2012
Edition. To the extent permitted by law, the Company accepts no responsibility or liability for any losses or damages of any kind arising
out of the use of any information contained in this document. Recipients should make their own enquiries in relation to any investment
decisions.
Mineral Resource, Ore Reserve, production target, forecast financial information and financial assumptions made in this announcement
are consistent with assumptions detailed in the Company’s ASX announcements dated 25 February 2015, 23 September 2015, 15
August 2016, 1 February 2017, 29 January 2018, and 19 February 2018 which continue to apply and have not materially changed. The
Company is not aware of any new information or data that materially affects assumptions made.
No representation or warranty, express or implied, is or will be made by or on behalf of the Company, and no responsibility or liability is
or will be accepted by the Company or its affiliates, as to the accuracy, completeness or verification of the information set out in this
announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. The Company and each of its affiliates accordingly disclaims, to the fullest extent permitted by law,
all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any
such statement.
The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the
United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in
connection with the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the
securities laws of any jurisdiction outside the United Kingdom.
48
Directors’ Report
Competent Persons and Responsibility Statements
assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from
Competent Persons Statement (Sulphate of Potash and Kieserite Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 1,289Mt @11% K20 Equiv. and 7%
Kieserite. The Mineral Resource contains 303Mt @ 11% K20 Equiv. and 6% Kieserite of Measured Resource, 951Mt @ 11% K20 Equiv.
and 7% Kieserite of Indicated Resource and 35Mt @ 10% K20 Equiv. and 9% Kieserite of Inferred Resource.
The information relating to the Colluli Mineral Resource estimate is extracted from the report entitled “Colluli Review Delivers Mineral
Resource Estimate of 1.289Bt” disclosed on 25 February 2015 and the report entitled “In excess of 85 million tonnes of Kieserite defined
within Colluli Project Resource adds to multi agri-commodity potential” disclosed on 15 August 2016, which are available to view at
www.danakali.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information
included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material
assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not
materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not
been materially modified from the original market announcement.
Competent Persons Statement (Sulphate of Potash Ore Reserve)
Colluli Proved and Probable Ore Reserve is reported according to the JORC Code and estimated at 1,100Mt @ 10.5% K2O Equiv. The
Ore Reserve is classified as 285Mt @ 11.3% K2O Equiv. Proved and 815Mt @ 10.3% K2O Equiv. Probable. The Colluli SOP Mineral
Resource includes those Mineral Resources modified to produce the Colluli SOP Ore Reserves.
The information relating to the January 2018 Colluli Ore Reserve is extracted from the report entitled “Colluli Ore Reserve update”
disclosed on 19 February 2018 and is available to view at www.danakali.com.au. The Company confirms that it is not aware of any new
information or data that materially affects the information included in the original market announcement and, in the case of estimates of
Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant
market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the
Competent Person’s findings are presented have not been materially modified from the original market announcement.
Competent Persons Statement (Rock Salt Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 347Mt @ 96.9% NaCl. The Mineral
Resource estimate contains 28Mt @ 97.2% NaCl of Measured Resource, 180Mt @ 96.6% NaCl of Indicated Resource and 139Mt @
97.2% NaCl of Inferred Resource.
The information relating to the Colluli Rock Salt Mineral Resource estimate is extracted from the report entitled “+300M Tonne Rock Salt
Mineral Resource Estimate Completed for Colluli” disclosed on 23 September 2015 and is available to view at www.danakali.com.au.
The Company confirms that it is not aware of any new information or data that materially affects the information included in the original
market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical
parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The
Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified
from the original market announcement.
AMC Consultants Pty Ltd (AMC) independence
In reporting the Mineral Resources and Ore Reserves referred to in this public release, AMC acted as an independent party, has no
interest in the outcomes of Colluli and has no business relationship with Danakali other than undertaking those individual technical
consulting assignments as engaged, and being paid according to standard per diem rates with reimbursement for out-of-pocket
expenses. Therefore, AMC and the Competent Persons believe that there is no conflict of interest in undertaking the assignments which
are the subject of the statements.
Quality control and quality assurance
Danakali exploration programs follow standard operating and quality assurance procedures to ensure that all sampling techniques and
sample results meet international reporting standards. Drill holes are located using GPS coordinates using WGS84 Datum, all
mineralisation intervals are downhole and are true width intervals.
The samples are derived from HQ diamond drill core, which in the case of carnallite ores, are sealed in heat-sealed plastic tubing
immediately as it is drilled to preserve the sample. Significant sample intervals are dry quarter cut using a diamond saw and then
resealed and double bagged for transport to the laboratory.
Halite blanks and duplicate samples are submitted with each hole. Chemical analyses were conducted by Kali-Umwelttechnik GmBH,
Sondershausen, Germany, utilising flame emission spectrometry, atomic absorption spectroscopy and ion chromatography. Kali-
Umwelttechnik (KUTEC) has extensive experience in analysis of salt rock and brine samples and is certified according by DIN EN
ISO/IEC 17025 by the Deutsche Akkreditierungsstelle GmbH (DAR). The laboratory follows standard procedures for the analysis of
2-, H2O) and X-ray diffraction (XRD) analysis of the same samples as for
potash salt rocks chemical analysis (K+, Na+, Mg2+, Ca2+, Cl-, SO4
chemical analysis to determine a qualitative mineral composition, which combined with the chemical analysis gives a quantitative mineral
composition.
Forward looking statements and disclaimer
The information in this document is published to inform you about Danakali and its activities. Danakali has endeavoured to ensure that
the information enclosed is accurate at the time of release, and that it accurately reflects the Company’s intentions. All statements in this
document, other than statements of historical facts, that address future production, project development, reserve or resource potential,
exploration drilling, exploitation activities, corporate transactions and events or developments that the Company expects to occur, are
forward looking statements. Although the Company believes the expectations expressed in such statements are based on reasonable
DANAKALI LIMITED ABN 56 097 904 302
29
DANAKALI LIMITED ABN 56 097 904 302
30
DANAKALI 2019 ANNUAL REPORTDirectors’ Report
Directors’ Report
49
assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from
those in forward-looking statements.
Factors that could cause actual results to differ materially from those in forward-looking statements include market prices of potash and,
exploitation and exploration successes, capital and operating costs, changes in project parameters as plans continue to be evaluated,
continued availability of capital and financing and general economic, market or business conditions, as well as those factors disclosed in
the Company’s filed documents.
There can be no assurance that the development of Colluli will proceed as planned. Accordingly, readers should not place undue
reliance on forward looking information. Mineral Resources and Ore Reserves have been reported according to the JORC Code, 2012
Edition. To the extent permitted by law, the Company accepts no responsibility or liability for any losses or damages of any kind arising
out of the use of any information contained in this document. Recipients should make their own enquiries in relation to any investment
decisions.
Mineral Resource, Ore Reserve, production target, forecast financial information and financial assumptions made in this announcement
are consistent with assumptions detailed in the Company’s ASX announcements dated 25 February 2015, 23 September 2015, 15
August 2016, 1 February 2017, 29 January 2018, and 19 February 2018 which continue to apply and have not materially changed. The
Company is not aware of any new information or data that materially affects assumptions made.
No representation or warranty, express or implied, is or will be made by or on behalf of the Company, and no responsibility or liability is
or will be accepted by the Company or its affiliates, as to the accuracy, completeness or verification of the information set out in this
announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. The Company and each of its affiliates accordingly disclaims, to the fullest extent permitted by law,
all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any
such statement.
The distribution of this announcement outside the United Kingdom may be restricted by law and therefore any persons outside the
United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in
connection with the distribution of this announcement. Any failure to comply with such restrictions may constitute a violation of the
securities laws of any jurisdiction outside the United Kingdom.
Competent Persons and Responsibility Statements
Competent Persons Statement (Sulphate of Potash and Kieserite Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 1,289Mt @11% K20 Equiv. and 7%
Kieserite. The Mineral Resource contains 303Mt @ 11% K20 Equiv. and 6% Kieserite of Measured Resource, 951Mt @ 11% K20 Equiv.
and 7% Kieserite of Indicated Resource and 35Mt @ 10% K20 Equiv. and 9% Kieserite of Inferred Resource.
The information relating to the Colluli Mineral Resource estimate is extracted from the report entitled “Colluli Review Delivers Mineral
Resource Estimate of 1.289Bt” disclosed on 25 February 2015 and the report entitled “In excess of 85 million tonnes of Kieserite defined
within Colluli Project Resource adds to multi agri-commodity potential” disclosed on 15 August 2016, which are available to view at
www.danakali.com.au. The Company confirms that it is not aware of any new information or data that materially affects the information
included in the original market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material
assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not
materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not
been materially modified from the original market announcement.
Competent Persons Statement (Sulphate of Potash Ore Reserve)
Colluli Proved and Probable Ore Reserve is reported according to the JORC Code and estimated at 1,100Mt @ 10.5% K2O Equiv. The
Ore Reserve is classified as 285Mt @ 11.3% K2O Equiv. Proved and 815Mt @ 10.3% K2O Equiv. Probable. The Colluli SOP Mineral
Resource includes those Mineral Resources modified to produce the Colluli SOP Ore Reserves.
The information relating to the January 2018 Colluli Ore Reserve is extracted from the report entitled “Colluli Ore Reserve update”
disclosed on 19 February 2018 and is available to view at www.danakali.com.au. The Company confirms that it is not aware of any new
information or data that materially affects the information included in the original market announcement and, in the case of estimates of
Mineral Resources or Ore Reserves, that all material assumptions and technical parameters underpinning the estimates in the relevant
market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the
Competent Person’s findings are presented have not been materially modified from the original market announcement.
Competent Persons Statement (Rock Salt Mineral Resource)
Colluli has a JORC-2012 compliant Measured, Indicated and Inferred Mineral Resource estimate of 347Mt @ 96.9% NaCl. The Mineral
Resource estimate contains 28Mt @ 97.2% NaCl of Measured Resource, 180Mt @ 96.6% NaCl of Indicated Resource and 139Mt @
97.2% NaCl of Inferred Resource.
The information relating to the Colluli Rock Salt Mineral Resource estimate is extracted from the report entitled “+300M Tonne Rock Salt
Mineral Resource Estimate Completed for Colluli” disclosed on 23 September 2015 and is available to view at www.danakali.com.au.
The Company confirms that it is not aware of any new information or data that materially affects the information included in the original
market announcement and, in the case of estimates of Mineral Resources or Ore Reserves, that all material assumptions and technical
parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The
Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified
from the original market announcement.
AMC Consultants Pty Ltd (AMC) independence
In reporting the Mineral Resources and Ore Reserves referred to in this public release, AMC acted as an independent party, has no
interest in the outcomes of Colluli and has no business relationship with Danakali other than undertaking those individual technical
consulting assignments as engaged, and being paid according to standard per diem rates with reimbursement for out-of-pocket
expenses. Therefore, AMC and the Competent Persons believe that there is no conflict of interest in undertaking the assignments which
are the subject of the statements.
Quality control and quality assurance
Danakali exploration programs follow standard operating and quality assurance procedures to ensure that all sampling techniques and
sample results meet international reporting standards. Drill holes are located using GPS coordinates using WGS84 Datum, all
mineralisation intervals are downhole and are true width intervals.
The samples are derived from HQ diamond drill core, which in the case of carnallite ores, are sealed in heat-sealed plastic tubing
immediately as it is drilled to preserve the sample. Significant sample intervals are dry quarter cut using a diamond saw and then
resealed and double bagged for transport to the laboratory.
Halite blanks and duplicate samples are submitted with each hole. Chemical analyses were conducted by Kali-Umwelttechnik GmBH,
Sondershausen, Germany, utilising flame emission spectrometry, atomic absorption spectroscopy and ion chromatography. Kali-
Umwelttechnik (KUTEC) has extensive experience in analysis of salt rock and brine samples and is certified according by DIN EN
ISO/IEC 17025 by the Deutsche Akkreditierungsstelle GmbH (DAR). The laboratory follows standard procedures for the analysis of
potash salt rocks chemical analysis (K+, Na+, Mg2+, Ca2+, Cl-, SO4
2-, H2O) and X-ray diffraction (XRD) analysis of the same samples as for
chemical analysis to determine a qualitative mineral composition, which combined with the chemical analysis gives a quantitative mineral
composition.
Forward looking statements and disclaimer
The information in this document is published to inform you about Danakali and its activities. Danakali has endeavoured to ensure that
the information enclosed is accurate at the time of release, and that it accurately reflects the Company’s intentions. All statements in this
document, other than statements of historical facts, that address future production, project development, reserve or resource potential,
exploration drilling, exploitation activities, corporate transactions and events or developments that the Company expects to occur, are
forward looking statements. Although the Company believes the expectations expressed in such statements are based on reasonable
DANAKALI LIMITED ABN 56 097 904 302
29
DANAKALI LIMITED ABN 56 097 904 302
30
DANAKALI 2019 ANNUAL REPORT50
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor's independence declaration to the Directors of Danakali Limited.
As lead auditor for the audit of the financial report of Danakali Limited for the financial year ended 31
December 2019, 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; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Danakali Limited and the entities it controlled during the financial year.
Ernst & Young
Gavin Buckingham
Partner
Perth
31 March 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:DANAKALI:051
DANAKALI 2019 ANNUAL REPORT
51
Financial
Report
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT52
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2019
REVENUE
Interest revenue
Sundry
EXPENSES
Depreciation expense
Loss on disposal of plant and equipment
Administration expenses
Share based payment expense
Net gain/(loss) on financial assets classified at fair value through profit or
loss
Share of net loss of joint venture
Foreign exchange gain/(loss)
LOSS BEFORE INCOME TAX
Income tax expense
LOSS FOR THE YEAR
Notes
2019
$
2018
$
4
9
9
5
22
8
10
7
81,338
2,169
172,252
1,959
(5,880)
(3,074)
(2,780,202)
(730,096)
(8,282)
-
(2,747,713)
(91,257)
4,400,730
(4,862,775)
(2,957,269)
(1,156,450)
(389,239)
980,642
(3,148,734)
(6,944,413)
-
-
(3,148,734)
(6,944,413)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss in subsequent periods
Share of foreign currency translation reserve relating to equity accounted
investment
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX
10,14
(18,178)
(18,178)
873,940
873,940
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(3,166,912)
(6,070,473)
Earnings per share for loss attributable to the ordinary equity holders
of the Company:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
17
17
(1.16)
(1.16)
(2.66)
(2.66)
Consolidated Statement of Financial Position
AS AT 31 DECEMBER 2019
TOTAL ASSETS
77,546,337
38,812,647
CURRENT ASSETS
Cash and cash equivalents
Receivables
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
Investment in joint venture
Plant and equipment
TOTAL NON-CURRENT ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Notes
2019
$
2018
$
6
8
10
8
9
11
12
12
13
14
15
33,800,104
281,804
269,878
34,351,786
15,204,815
27,975,738
13,998
43,194,551
9,550,585
108,477
17,474
9,676,536
9,283,670
19,829,489
22,952
29,136,111
11,794,757
80,623
11,875,380
223,854
86,180
310,034
45,229
45,229
58,903
58,903
11,920,609
368,937
65,625,728
38,443,710
109,194,951
13,923,271
(57,492,494)
65,625,728
79,576,117
13,211,353
(54,343,760)
38,443,710
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
DANAKALI LIMITED ABN 56 097 904 302
32
DANAKALI LIMITED ABN 56 097 904 302
33
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT53
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2019
Consolidated Statement of Financial Position
AS AT 31 DECEMBER 2019
REVENUE
Interest revenue
Sundry
EXPENSES
Depreciation expense
Loss on disposal of plant and equipment
Administration expenses
Share based payment expense
loss
Share of net loss of joint venture
Foreign exchange gain/(loss)
LOSS BEFORE INCOME TAX
Income tax expense
LOSS FOR THE YEAR
Net gain/(loss) on financial assets classified at fair value through profit or
Notes
2019
$
2018
$
4
9
9
5
7
22
8
10
81,338
2,169
172,252
1,959
(5,880)
(3,074)
(8,282)
(2,780,202)
(2,747,713)
(730,096)
(91,257)
4,400,730
(4,862,775)
(2,957,269)
(1,156,450)
(389,239)
980,642
(3,148,734)
(6,944,413)
-
(3,148,734)
(6,944,413)
-
-
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss in subsequent periods
Share of foreign currency translation reserve relating to equity accounted
investment
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX
10,14
(18,178)
(18,178)
873,940
873,940
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(3,166,912)
(6,070,473)
Earnings per share for loss attributable to the ordinary equity holders
of the Company:
Basic loss per share (cents per share)
Diluted loss per share (cents per share)
17
17
(1.16)
(1.16)
(2.66)
(2.66)
CURRENT ASSETS
Cash and cash equivalents
Receivables
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Receivables
Investment in joint venture
Plant and equipment
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Notes
2019
$
2018
$
6
8
8
10
9
11
12
12
13
14
15
33,800,104
281,804
269,878
34,351,786
15,204,815
27,975,738
13,998
43,194,551
9,550,585
108,477
17,474
9,676,536
9,283,670
19,829,489
22,952
29,136,111
77,546,337
38,812,647
11,794,757
80,623
11,875,380
223,854
86,180
310,034
45,229
45,229
58,903
58,903
11,920,609
368,937
65,625,728
38,443,710
109,194,951
13,923,271
(57,492,494)
65,625,728
79,576,117
13,211,353
(54,343,760)
38,443,710
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
DANAKALI LIMITED ABN 56 097 904 302
32
DANAKALI LIMITED ABN 56 097 904 302
33
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT54
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3
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes
2019
$
2018
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Payments to suppliers and employees
NET CASH OUTFLOW USED IN OPERATING ACTIVITIES
16
CASH FLOWS FROM INVESTING ACTIVITIES
Funding of joint venture
Payments for plant and equipment
NET CASH OUTFLOW USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares
Costs of capital raised
NET CASH INFLOW FROM FINANCING ACTIVITIES
NET INCREASE / (DECREASE) IN CASH
Cash at the beginning of the financial year
Net foreign exchange differences
CASH AT THE END OF THE YEAR
6
81,693
(2,620,388)
(2,538,695)
171,783
(3,640,750)
(3,468,967)
(4,407,612)
(6,448,446)
-
(16,124)
(4,407,612)
(6,464,570)
32,413,295
(126,994)
32,286,301
25,339,994
9,550,585
(1,090,475)
33,800,104
3,885,638
-
3,885,638
(6,047,899)
15,559,980
38,504
9,550,585
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
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DANAKALI LIMITED ABN 56 097 904 302
35
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT
55
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes
2019
$
2018
$
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received
Payments to suppliers and employees
NET CASH OUTFLOW USED IN OPERATING ACTIVITIES
16
CASH FLOWS FROM INVESTING ACTIVITIES
Funding of joint venture
Payments for plant and equipment
NET CASH OUTFLOW USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares
Costs of capital raised
NET CASH INFLOW FROM FINANCING ACTIVITIES
NET INCREASE / (DECREASE) IN CASH
Cash at the beginning of the financial year
Net foreign exchange differences
CASH AT THE END OF THE YEAR
6
81,693
(2,620,388)
(2,538,695)
171,783
(3,640,750)
(3,468,967)
(4,407,612)
-
(4,407,612)
(6,448,446)
(16,124)
(6,464,570)
32,413,295
(126,994)
32,286,301
25,339,994
9,550,585
(1,090,475)
33,800,104
3,885,638
-
3,885,638
(6,047,899)
15,559,980
38,504
9,550,585
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
DANAKALI LIMITED ABN 56 097 904 302
35
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT56
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
1. GENERAL INFORMATION
Danakali Ltd (Danakali or the Company) is a for profit company limited by shares, incorporated and domiciled in Australia,
and whose shares are publicly traded on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE).
The consolidated financial report of the group as at, and for the year ended 31 December 2019 comprises the Company
and its subsidiaries (together referred to as the Group). The address of the registered office is Level 11, 125 St George’s
Terrace, Perth, WA, 6000.
AASB 2017-7 Amendments to Australian Accounting Standards – Long-term Interests in Associates and Joint
This Standard amends AASB 128 Investments in Associates and Joint Ventures to clarify that an entity is required to
account for long-term interests in an associate or joint venture, which in substance form part of the net investment in the
associate or joint venture but to which the equity method is not applied, using AASB 9 Financial Instruments before applying
the loss allocation and impairment requirements in AASB 128.
The financial statements are presented in the Australian currency.
At 1 January 2019 it was determined that the adoption of AASB 2017-7 had no impact on the Group.
The financial report of Danakali for the year ended 31 December 2019 was authorised for issue by the Directors on 31
March 2020. The directors have the power to amend and reissue the financial statements.
The nature of the operations and principal activities of the consolidated entity are described in the Directors’ Report.
2. BASIS OF PREPARATION
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
These general purpose consolidated financial statements have been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting
Interpretations and the Corporations Act 2001.
The consolidated financial statements of the Danakali Ltd Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
These consolidated financial statements have been prepared under the historical cost convention, except for the loan to
the joint venture that has been measured at fair value.
(a) New standards, interpretations and amendments adopted by the Group
The Group applied all new and amended Accounting Standards and Interpretations that were effective as at 1 January
2019, including:
AASB 16 Leases
The Group has adopted AASB 16 with the date of initial application being 1 January 2019. AASB 16, which supersedes
AASB 117 Leases (AASB 117) and related interpretations, sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet
model.
The Group adopted AASB 16 using the modified retrospective method of adoption. Under this method, the standard is
applied retrospectively with the cumulative effect of initially applying the Standard recognised at the date of initial
application, with no restatement to comparative information. The Group elected to use the transition practical expedient
allowing AASB 16 to be applied only to contracts that were previously identified as leases applying AASB 117 and AASB
Interpretation 4 Determining whether an Arrangement contains a Lease at the date of initial application.
At the date initial application of AASB 16 the Group had a lease contract for office accommodation. Before the adoption of
AASB 16, the Group classified a lease (as lessee) at the contract inception date as either a finance lease or an operating
lease. For operating leases, the leased property was not capitalised, and the lease payments were recognised as rent
expense in profit or loss on a straight-line basis over the lease term. Upon adoption of AASB 16, the Group has applied
the single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. Under AASB 16, where the election is made, lease payments on short-term leases and leases of low-value assets
are recognised as expense on a straight-line basis over the lease term. During the year ended 31 December 2019, the
Group made short-term lease payments of $74,595.
For the lease contract previously accounted for as an operating lease the Group elected to use the practical expedient on
transition to apply the short-term lease exemption to the lease contract that ended within 12 months of the date on initial
application of the Standard. Accordingly, the adoption of AASB 16 had no impact on the Group at date of initial application.
The accounting policy for leases applied from 1 January 2019 is disclosed in note 2(i).
AASB Interpretation 23, and relevant amending standards - Uncertainty over Income Tax Treatments
The Interpretation clarifies the application of the recognition and measurement criteria in AASB 112 Income Taxes when
there is uncertainty over income tax treatments. The Interpretation specifically addresses the following:
▪ Whether an entity considers uncertain tax treatments separately
▪
▪
▪
The assumptions an entity makes about the examination of tax treatments by taxation authorities
How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
How an entity considers changes in facts and circumstances.
At 1 January 2019 it was determined that the adoption of AASB Interpretation 23 had no impact on the Group.
DANAKALI LIMITED ABN 56 097 904 302
36
DANAKALI LIMITED ABN 56 097 904 302
37
Ventures
Cycle
▪
▪
▪
AASB 2018-1 Australian Amendments to Australian Accounting Standards – Annual Improvements 2015-2017
The amendments clarify certain requirements in:
AASB 3 Business Combinations and AASB 11 Joint Arrangements - previously held interest in a joint operation
AASB 112 Income Taxes - income tax consequences of payments on financial instruments classified as equity
AASB 123 Borrowing Costs - borrowing costs eligible for capitalisation.
At 1 January 2019 it was determined that the adoption of AASB 2018-1 had no impact on the Group.
(b) New accounting standards and interpretations not yet effective
Australian Accounting Standards that have recently been issued or amended but are not yet effective and have not been
adopted by the Group for the annual reporting year ended 31 December 2019 are outlined in the table below. The potential
effect of these Standards is yet to be fully determined.
Reference
Title
Summary
Application date
of standard
for Group
AASB 2014-10 Amendments to
The amendments clarify that a full gain or loss is
1 January 2022 1 January 2022
Australian Accounting
recognised when a transfer to an associate or joint
Standards – Sale or
venture involves a business as defined in AASB 3
Contribution of Assets
Business Combinations. Any gain or loss resulting from
between an Investor
and its Associate or
Joint Venture
the sale or contribution of assets that does not
constitute a business, however, is recognised only to
the extent of unrelated investors’ interests in the
Conceptual
Framework
Conceptual
Framework for
AASB 2019-1
Financial Reporting
and relevant
amending standards
follows:
1 January 2020 1 January 2020
associate or joint venture.
In December 2015, the IASB postponed the effective
date of the amendments to IFRS 10 and IAS 28
indefinitely pending the outcome of its research project
on the equity method of accounting.
The revised Conceptual Framework includes some new
concepts, provides updated definitions and recognition
criteria for assets and liabilities and clarifies some
important concepts. It is arranged in eight chapters, as
• Chapter 1 – The objective of financial reporting
• Chapter 2 – Qualitative characteristics of useful
financial information
• Chapter 3 – Financial statements and the reporting
entity
• Chapter 4 – The elements of financial statements
• Chapter 5 – Recognition and derecognition
• Chapter 6 – Measurement
• Chapter 7 – Presentation and disclosure
• Chapter 8 – Concepts of capital and capital
maintenance
AASB 2019-1 has also been issued, which sets out the
amendments to affected standards in order to update
references to the revised Conceptual Framework. The
changes to the Conceptual Framework may affect the
application of IFRS in situations where no standard
applies to a particular transaction or event. In addition,
relief has been provided in applying IFRS 3 and
developing accounting policies for regulatory account
balances using IAS 8, such that entities must continue
to apply the definitions of an asset and a liability (and
supporting concepts) in the 2010 Conceptual
Framework, and not the definitions in the revised
Conceptual Framework.
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
57
1. GENERAL INFORMATION
Danakali Ltd (Danakali or the Company) is a for profit company limited by shares, incorporated and domiciled in Australia,
and whose shares are publicly traded on the Australian Securities Exchange (ASX) and the London Stock Exchange (LSE).
The consolidated financial report of the group as at, and for the year ended 31 December 2019 comprises the Company
and its subsidiaries (together referred to as the Group). The address of the registered office is Level 11, 125 St George’s
Terrace, Perth, WA, 6000.
The financial statements are presented in the Australian currency.
The financial report of Danakali for the year ended 31 December 2019 was authorised for issue by the Directors on 31
March 2020. The directors have the power to amend and reissue the financial statements.
The nature of the operations and principal activities of the consolidated entity are described in the Directors’ Report.
2. BASIS OF PREPARATION
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
These general purpose consolidated financial statements have been prepared in accordance with Australian Accounting
Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting
Interpretations and the Corporations Act 2001.
The consolidated financial statements of the Danakali Ltd Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
These consolidated financial statements have been prepared under the historical cost convention, except for the loan to
the joint venture that has been measured at fair value.
(a) New standards, interpretations and amendments adopted by the Group
The Group applied all new and amended Accounting Standards and Interpretations that were effective as at 1 January
2019, including:
AASB 16 Leases
model.
The Group has adopted AASB 16 with the date of initial application being 1 January 2019. AASB 16, which supersedes
AASB 117 Leases (AASB 117) and related interpretations, sets out the principles for the recognition, measurement,
presentation and disclosure of leases and requires lessees to account for most leases under a single on-balance sheet
The Group adopted AASB 16 using the modified retrospective method of adoption. Under this method, the standard is
applied retrospectively with the cumulative effect of initially applying the Standard recognised at the date of initial
application, with no restatement to comparative information. The Group elected to use the transition practical expedient
allowing AASB 16 to be applied only to contracts that were previously identified as leases applying AASB 117 and AASB
Interpretation 4 Determining whether an Arrangement contains a Lease at the date of initial application.
At the date initial application of AASB 16 the Group had a lease contract for office accommodation. Before the adoption of
AASB 16, the Group classified a lease (as lessee) at the contract inception date as either a finance lease or an operating
lease. For operating leases, the leased property was not capitalised, and the lease payments were recognised as rent
expense in profit or loss on a straight-line basis over the lease term. Upon adoption of AASB 16, the Group has applied
the single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. Under AASB 16, where the election is made, lease payments on short-term leases and leases of low-value assets
are recognised as expense on a straight-line basis over the lease term. During the year ended 31 December 2019, the
Group made short-term lease payments of $74,595.
For the lease contract previously accounted for as an operating lease the Group elected to use the practical expedient on
transition to apply the short-term lease exemption to the lease contract that ended within 12 months of the date on initial
application of the Standard. Accordingly, the adoption of AASB 16 had no impact on the Group at date of initial application.
The accounting policy for leases applied from 1 January 2019 is disclosed in note 2(i).
AASB Interpretation 23, and relevant amending standards - Uncertainty over Income Tax Treatments
The Interpretation clarifies the application of the recognition and measurement criteria in AASB 112 Income Taxes when
there is uncertainty over income tax treatments. The Interpretation specifically addresses the following:
▪ Whether an entity considers uncertain tax treatments separately
The assumptions an entity makes about the examination of tax treatments by taxation authorities
How an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates
How an entity considers changes in facts and circumstances.
▪
▪
▪
At 1 January 2019 it was determined that the adoption of AASB Interpretation 23 had no impact on the Group.
AASB 2017-7 Amendments to Australian Accounting Standards – Long-term Interests in Associates and Joint
Ventures
This Standard amends AASB 128 Investments in Associates and Joint Ventures to clarify that an entity is required to
account for long-term interests in an associate or joint venture, which in substance form part of the net investment in the
associate or joint venture but to which the equity method is not applied, using AASB 9 Financial Instruments before applying
the loss allocation and impairment requirements in AASB 128.
At 1 January 2019 it was determined that the adoption of AASB 2017-7 had no impact on the Group.
AASB 2018-1 Australian Amendments to Australian Accounting Standards – Annual Improvements 2015-2017
Cycle
The amendments clarify certain requirements in:
▪
▪
▪
AASB 3 Business Combinations and AASB 11 Joint Arrangements - previously held interest in a joint operation
AASB 112 Income Taxes - income tax consequences of payments on financial instruments classified as equity
AASB 123 Borrowing Costs - borrowing costs eligible for capitalisation.
At 1 January 2019 it was determined that the adoption of AASB 2018-1 had no impact on the Group.
(b) New accounting standards and interpretations not yet effective
Australian Accounting Standards that have recently been issued or amended but are not yet effective and have not been
adopted by the Group for the annual reporting year ended 31 December 2019 are outlined in the table below. The potential
effect of these Standards is yet to be fully determined.
Application date
of standard
for Group
1 January 2022 1 January 2022
1 January 2020 1 January 2020
Reference
Title
Summary
AASB 2014-10 Amendments to
Australian Accounting
Standards – Sale or
Contribution of Assets
between an Investor
and its Associate or
Joint Venture
Conceptual
Framework
AASB 2019-1
Conceptual
Framework for
Financial Reporting
and relevant
amending standards
The amendments clarify that a full gain or loss is
recognised when a transfer to an associate or joint
venture involves a business as defined in AASB 3
Business Combinations. Any gain or loss resulting from
the sale or contribution of assets that does not
constitute a business, however, is recognised only to
the extent of unrelated investors’ interests in the
associate or joint venture.
In December 2015, the IASB postponed the effective
date of the amendments to IFRS 10 and IAS 28
indefinitely pending the outcome of its research project
on the equity method of accounting.
The revised Conceptual Framework includes some new
concepts, provides updated definitions and recognition
criteria for assets and liabilities and clarifies some
important concepts. It is arranged in eight chapters, as
follows:
• Chapter 1 – The objective of financial reporting
• Chapter 2 – Qualitative characteristics of useful
financial information
• Chapter 3 – Financial statements and the reporting
entity
• Chapter 4 – The elements of financial statements
• Chapter 5 – Recognition and derecognition
• Chapter 6 – Measurement
• Chapter 7 – Presentation and disclosure
• Chapter 8 – Concepts of capital and capital
maintenance
AASB 2019-1 has also been issued, which sets out the
amendments to affected standards in order to update
references to the revised Conceptual Framework. The
changes to the Conceptual Framework may affect the
application of IFRS in situations where no standard
applies to a particular transaction or event. In addition,
relief has been provided in applying IFRS 3 and
developing accounting policies for regulatory account
balances using IAS 8, such that entities must continue
to apply the definitions of an asset and a liability (and
supporting concepts) in the 2010 Conceptual
Framework, and not the definitions in the revised
Conceptual Framework.
DANAKALI LIMITED ABN 56 097 904 302
36
DANAKALI LIMITED ABN 56 097 904 302
37
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT58
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Reference
Title
Summary
AASB 2018-7
Definition of Material
(Amendments to
AASB 101 and AASB
108)
This Standard amends AASB 101 Presentation of
Financial Statements and AASB 108 Accounting
Policies, Changes in Accounting Estimates and Errors
to align the definition of ‘material’ across the standards
and to clarify certain aspects of the definition. The
amendments clarify that materiality will depend on the
nature or magnitude of information. An entity will need
to assess whether the information, either individually or
in combination with other information, is material in the
context of the financial statements. A misstatement of
information is material if it could reasonably be
expected to influence decisions made by the primary
users.
Application date
of standard
for Group
1 January 2020 1 January 2020
(c) Going concern
The financial statements have been prepared on a going concern basis which contemplates the continuity of normal
business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
At balance date, the Group had cash and cash equivalents of $33,800,104 (31 December 2018: $9,550,585) and a net
working capital surplus of $22,476,406 (31 December 2018: $9,366,502). Whilst the existing cash reserves are sufficient
to cover the working capital requirements of the Group for the next 12 months, the Group has commenced execution of
the project development and as such, additional funding will be necessary to carry out these planned activities.
Under the mining agreement entered into between the Government of the State of Eritrea and Colluli Mining Share
Company (CMSC) dated 31 January 2017 (Mining Agreement), CMSC is obliged to spend US$200 million on
infrastructure and mine development within the area of the Colluli project mining licences in the 36 months following the
provision of formal notice to the Ministry of Energy and Mines (MoEM) that development has commenced. The notice, not
a primary obligation under the mining agreement, was submitted by CMSC to MoEM on 16 December 2019 as sufficient
funding had been raised to allow the advancement of development. As at the date of this report, formal confirmation has
not been received from MoEM however the directors are satisfied that this confirmation will be received confirming the
development status.
At the date of this report, the directors are satisfied there are reasonable grounds to believe that the Group will be able to
continue its planned activities and the Group will be able to meet its obligations as and when they fall due. The directors
are confident that the Group will be able to obtain the additional funding requirement . Where such financing was likely to
be delayed, the directors would seek to defer its planned capital expenditure on the project.
Should the Group not achieve the matters set out above, there is uncertainty whether the Group would continue as a going
concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business and
at the amounts stated in the financial report. The financial statements do not include any adjustment relating to the
recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be
necessary should the Group not be able to continue as a going concern.
(d) Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany
transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies
of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(e) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the full Board of Directors.
(i) Right of use asset
(f)
Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Australian dollars, which is Danakali's functional and presentation currency.
(ii) Lease Liabilities
(ii) Transactions and balances
DANAKALI LIMITED ABN 56 097 904 302
38
DANAKALI LIMITED ABN 56 097 904 302
39
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
(iii) Foreign operations
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
•
•
•
assets and liabilities for each statement of financial position presented are translated at the closing rate at the
date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at average exchange rates
(unless that is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised in other comprehensive income.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of
such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable.
Interest revenue is recognised using the effective interest rate method.
(g)
Interest revenue
(h)
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements at the reporting date. However, the deferred
income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are
expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(i)
Leases
Group as Lessee – policy applied from 1 January 2019
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the
lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated
useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Application date
of standard
for Group
1 January 2020 1 January 2020
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
59
(iii) Foreign operations
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
•
•
•
assets and liabilities for each statement of financial position presented are translated at the closing rate at the
date of that statement of financial position;
income and expenses for each statement of comprehensive income are translated at average exchange rates
(unless that is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised in other comprehensive income.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of
such exchange differences is reclassified to profit or loss, as part of the gain or loss on sale where applicable.
(g)
Interest revenue
Interest revenue is recognised using the effective interest rate method.
(h)
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements at the reporting date. However, the deferred
income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are
expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(i)
Leases
Group as Lessee – policy applied from 1 January 2019
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
(i) Right of use asset
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease
liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any
lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the
lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated
useful life and the lease term. Right-of-use assets are subject to impairment.
(ii) Lease Liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
38
DANAKALI LIMITED ABN 56 097 904 302
39
Reference
Title
Summary
AASB 2018-7
Definition of Material
(Amendments to
AASB 101 and AASB
108)
This Standard amends AASB 101 Presentation of
Financial Statements and AASB 108 Accounting
Policies, Changes in Accounting Estimates and Errors
to align the definition of ‘material’ across the standards
and to clarify certain aspects of the definition. The
amendments clarify that materiality will depend on the
nature or magnitude of information. An entity will need
to assess whether the information, either individually or
in combination with other information, is material in the
context of the financial statements. A misstatement of
information is material if it could reasonably be
expected to influence decisions made by the primary
users.
(c) Going concern
The financial statements have been prepared on a going concern basis which contemplates the continuity of normal
business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
At balance date, the Group had cash and cash equivalents of $33,800,104 (31 December 2018: $9,550,585) and a net
working capital surplus of $22,476,406 (31 December 2018: $9,366,502). Whilst the existing cash reserves are sufficient
to cover the working capital requirements of the Group for the next 12 months, the Group has commenced execution of
the project development and as such, additional funding will be necessary to carry out these planned activities.
Under the mining agreement entered into between the Government of the State of Eritrea and Colluli Mining Share
Company (CMSC) dated 31 January 2017 (Mining Agreement), CMSC is obliged to spend US$200 million on
infrastructure and mine development within the area of the Colluli project mining licences in the 36 months following the
provision of formal notice to the Ministry of Energy and Mines (MoEM) that development has commenced. The notice, not
a primary obligation under the mining agreement, was submitted by CMSC to MoEM on 16 December 2019 as sufficient
funding had been raised to allow the advancement of development. As at the date of this report, formal confirmation has
not been received from MoEM however the directors are satisfied that this confirmation will be received confirming the
development status.
At the date of this report, the directors are satisfied there are reasonable grounds to believe that the Group will be able to
continue its planned activities and the Group will be able to meet its obligations as and when they fall due. The directors
are confident that the Group will be able to obtain the additional funding requirement . Where such financing was likely to
be delayed, the directors would seek to defer its planned capital expenditure on the project.
Should the Group not achieve the matters set out above, there is uncertainty whether the Group would continue as a going
concern and therefore whether it would realise its assets and extinguish its liabilities in the normal course of business and
at the amounts stated in the financial report. The financial statements do not include any adjustment relating to the
recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be
necessary should the Group not be able to continue as a going concern.
(d) Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany
transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies
of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(e) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the full Board of Directors.
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Australian dollars, which is Danakali's functional and presentation currency.
(f)
Foreign currency translation
(i) Functional and presentation currency
(ii) Transactions and balances
DANAKALI LIMITED ABN 56 097 904 302
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT60
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term
reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a
rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
the Group uses the incremental borrowing rate at the lease
In calculating the present value of lease payments,
commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group recognised the lease payments as an expense on a straight line basis over the lease term.
The Group has elected not to recognise right of use assets and lease liabilities for short term leases and low value assets.
(iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption for those leases that have a lease term of 12 months or less
from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets
recognition exemption to leases of plant and equipment that are considered of low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Group as Lessee – policy applied prior to 1 January 2019
Leases of property, plant and equipment where the Group had substantially all the risks and rewards of ownership were
classified as finance leases. Finance leases were capitalised at the lease’s inception at the fair value of the leased property
or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges,
was included in other short-term and long-term payables. Each lease payment was allocated between the liability and
finance cost. The finance cost was charged to profit or loss over the lease period so as to produce a constant periodic rate
of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under
finance leases was depreciated over the shorter of the asset’s useful life and the lease term.
Leases, where a significant portion of the risks and rewards of ownership was not transferred to the Group, were classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged
to profit or loss on a straight-line basis over the period of the lease.
(j)
Impairment of assets
Assets are reviewed for impairment annually to determine if events or changes in circumstances indicate that the carrying
amount may not be recoverable.
venture.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are consolidated at the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from other assets (cash-generating units). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(k) Cash and cash equivalents
For Consolidated Statement of Cash Flows presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions and, other short-term highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes
in value.
(l) Receivables
(i) Initial recognition
Receivables are initially recognised and measured at fair value. Receivables that are held to collect contractual cash flows
and are expected to give rise to cash flows representing solely payments of principal and interest are classified and
subsequently measured at amortised cost. Receivables that do not meet the criteria for amortised cost are measured at
fair value through profit or loss. This latter category includes the loan to Colluli Mining Share Company.
(ii) Subsequent measurement
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject
to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net
changes in fair value recognised in the statement of profit or loss.
(iii) Impairment
The group assesses on a forward looking basis, the expected credit losses associated with its debt instruments carried at
amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk
DANAKALI LIMITED ABN 56 097 904 302
since initial recognition of the respective financial instrument. The expected credit losses on financial assets are estimated
based on the Group’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well as forecast conditions at the reporting date.
In relation to all other receivables measured at amortised cost, the Group applies the credit loss model. The expected
credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at
each reporting date to reflect changes in credit risk since initial recognition of the financial asset. In particular, the Group
measures the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk on the instrument
has increased significantly since initial recognition. On the other hand, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an
amount equal to the ECL within the next 12 months.
The Group considers an event of default has occurred when a financial asset is more than 90 days past due or external
sources indicate that the debtor is unlikely to pay its creditors, including the Group. A financial asset is credit impaired
when there is evidence that the counterparty is in significant financial difficulty or a breach of contract, such as a default or
past due event has occurred. The Group writes off a financial asset when there is information indicating the counterparty
is in severe financial difficulty and there is no realistic prospect of recovering the contractual cash flow.
(m)
Investment in joint venture
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The Group’s investment in a joint venture is accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the
investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition
date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor
individually tested for impairment.
The statement of profit or loss reflects the Group’s share of the results of operations of the joint venture. Any change in
other comprehensive income of those investees is presented as part of the Group’s other comprehensive income. In
addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its
share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from
transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.
The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss
outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint
The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on
its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that
the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment
as the difference between the recoverable amount of the joint venture and its’ carrying value, then recognises the loss as
‘Share of profit of the equity accounted investment’ in profit or loss.
Upon loss of joint control over a joint venture, the Group measures and recognises any retained investment at its fair value.
Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
(n) Plant and equipment
attributable to the acquisition of the items.
All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is de-recognised
when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
Depreciation of plant and equipment is calculated using the straight-line basis so as to write off the net cost or other
revalued amount of each asset over its expected useful life to its estimated residual value.
The assets’ residual values and useful lives are reviewed, and adjusted prospectively if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit
or loss. When revalued assets are sold, it is Group’s policy to transfer the amounts included in other reserves in respect of
those assets to retained earnings.
DANAKALI LIMITED ABN 56 097 904 302
40
41
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
61
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term
reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a
rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments,
the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
The Group recognised the lease payments as an expense on a straight line basis over the lease term.
The Group has elected not to recognise right of use assets and lease liabilities for short term leases and low value assets.
(iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption for those leases that have a lease term of 12 months or less
from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets
recognition exemption to leases of plant and equipment that are considered of low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Group as Lessee – policy applied prior to 1 January 2019
Leases of property, plant and equipment where the Group had substantially all the risks and rewards of ownership were
classified as finance leases. Finance leases were capitalised at the lease’s inception at the fair value of the leased property
or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges,
was included in other short-term and long-term payables. Each lease payment was allocated between the liability and
finance cost. The finance cost was charged to profit or loss over the lease period so as to produce a constant periodic rate
of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under
finance leases was depreciated over the shorter of the asset’s useful life and the lease term.
Leases, where a significant portion of the risks and rewards of ownership was not transferred to the Group, were classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged
to profit or loss on a straight-line basis over the period of the lease.
(j)
Impairment of assets
amount may not be recoverable.
Assets are reviewed for impairment annually to determine if events or changes in circumstances indicate that the carrying
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are consolidated at the lowest levels for which there are separately identifiable cash inflows
which are largely independent of the cash inflows from other assets (cash-generating units). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(k) Cash and cash equivalents
For Consolidated Statement of Cash Flows presentation purposes, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions and, other short-term highly liquid investments with original maturities of three
months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes
in value.
(l) Receivables
(i) Initial recognition
Receivables are initially recognised and measured at fair value. Receivables that are held to collect contractual cash flows
and are expected to give rise to cash flows representing solely payments of principal and interest are classified and
subsequently measured at amortised cost. Receivables that do not meet the criteria for amortised cost are measured at
fair value through profit or loss. This latter category includes the loan to Colluli Mining Share Company.
(ii) Subsequent measurement
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject
to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net
changes in fair value recognised in the statement of profit or loss.
(iii) Impairment
The group assesses on a forward looking basis, the expected credit losses associated with its debt instruments carried at
amortised cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk
since initial recognition of the respective financial instrument. The expected credit losses on financial assets are estimated
based on the Group’s historic credit loss experience, adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current as well as forecast conditions at the reporting date.
In relation to all other receivables measured at amortised cost, the Group applies the credit loss model. The expected
credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at
each reporting date to reflect changes in credit risk since initial recognition of the financial asset. In particular, the Group
measures the loss allowance at an amount equal to lifetime expected credit loss (“ECL”) if the credit risk on the instrument
has increased significantly since initial recognition. On the other hand, if the credit risk on the financial instrument has not
increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an
amount equal to the ECL within the next 12 months.
The Group considers an event of default has occurred when a financial asset is more than 90 days past due or external
sources indicate that the debtor is unlikely to pay its creditors, including the Group. A financial asset is credit impaired
when there is evidence that the counterparty is in significant financial difficulty or a breach of contract, such as a default or
past due event has occurred. The Group writes off a financial asset when there is information indicating the counterparty
is in severe financial difficulty and there is no realistic prospect of recovering the contractual cash flow.
(m)
Investment in joint venture
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to
the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which
exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The Group’s investment in a joint venture is accounted for using the equity method.
Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the
investment is adjusted to recognise changes in the Group’s share of net assets of the joint venture since the acquisition
date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor
individually tested for impairment.
The statement of profit or loss reflects the Group’s share of the results of operations of the joint venture. Any change in
other comprehensive income of those investees is presented as part of the Group’s other comprehensive income. In
addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its
share of any changes, when applicable, in the statement of changes in equity. Unrealised gains and losses resulting from
transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.
The aggregate of the Group’s share of profit or loss of a joint venture is shown on the face of the statement of profit or loss
outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the joint
venture.
The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on
its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that
the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment
as the difference between the recoverable amount of the joint venture and its’ carrying value, then recognises the loss as
‘Share of profit of the equity accounted investment’ in profit or loss.
Upon loss of joint control over a joint venture, the Group measures and recognises any retained investment at its fair value.
Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
(n) Plant and equipment
All plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is de-recognised
when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they
are incurred.
Depreciation of plant and equipment is calculated using the straight-line basis so as to write off the net cost or other
revalued amount of each asset over its expected useful life to its estimated residual value.
The assets’ residual values and useful lives are reviewed, and adjusted prospectively if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit
or loss. When revalued assets are sold, it is Group’s policy to transfer the amounts included in other reserves in respect of
those assets to retained earnings.
DANAKALI LIMITED ABN 56 097 904 302
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DANAKALI LIMITED ABN 56 097 904 302
41
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT62
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
(o) Exploration and evaluation costs
Acquired exploration and evaluation costs are capitalised. Ongoing exploration and evaluation costs are expensed in the
period they are incurred.
shown in equity as a deduction, net of tax, from the proceeds.
(p) Development Expenditure costs
When proven mineral reserves are determined and an application for development has been submitted subsequent
development expenditure is capitalised and classified within development capital expenditure, a non-current asset,
provided commercial viability conditions continue to be satisfied. Capitalised exploration and evaluation expenditure up to
that point is maintained on the consolidated balance sheet as a non-current asset. On completion of development, all
development capital expenditure and exploration and evaluation expenditure are reclassified as either plant and equipment
or other mineral assets and depreciation commences.
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period
which are unpaid. The amounts are unsecured, non-interest bearing and are paid on normal commercial terms.
(r) Employee benefits
(i) Wages and salaries, annual leave and long service leave
Liabilities for wages and salaries, including non-monetary benefits, and other short terms benefits expected to be settled
within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting
date and are measured at the amounts expected to be paid when the liabilities are settled.
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date.
(ii) Share-based payments
The Group provides benefits to employees (including directors) of the Group in the form of share-based payment
transactions, whereby employees render services in exchange for options or rights over shares (‘equity-settled
transactions’) refer to note 22.
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which
they are granted. The fair value of options is determined by an internal valuation using a Black-Scholes option pricing
model. The fair value of performance rights is determined by consideration of the Company’s share price at the grant date.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the number of options or rights that, in the opinion of the directors of
the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No
adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a
market condition or awards with non-vesting conditions.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award
and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they
were a modification of the original award.
(s)
Interest-bearing loans and borrowings
All loans and borrowings are initially recognised initially recognised at the fair value of the consideration received less
directly attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate method.
Borrowings are classified as current liabilities unless the Consolidated Entity has the unconditional right to defer settlement
of the liability for at least 12 months after the reporting date.
of the expense.
(t) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalised as part of the cost of
that asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of funds.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Consolidated
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 taxation authority, are presented as operating cash flows.
(u)
Issued capital
(y) Government grants
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
DANAKALI LIMITED ABN 56 097 904 302
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates
42
DANAKALI LIMITED ABN 56 097 904 302
43
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
(v) Earnings per share
(i) Basic earnings per share
(ii) Diluted earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during
the financial period, adjusted for bonus elements in ordinary shares issued during the period.
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
(w) Critical accounting judgements, estimates and assumptions
The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
ordinary shares.
statements are:
(i) Impairment
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to
the particular asset that may lead to impairment. The investment in CMSC joint venture is tested for impairment when there
is objective evidence of impairment. As at 31 December 2019 the Group assessed that, no indicator of impairment existed
(31 December 2018: Nil).
(ii) Interest in Joint Arrangement and measurement of loan receivable
The Group accounts for its 50% interest in CMSC as a joint venture using the equity method.
Danakali holds 3 of 5 CMSC Board seats, however in reference to certain material decisions which are reserved for Majority
Shareholder approval it has been determined that the interest in CMSC is more appropriately classified as an interest in a
joint venture and has been accounted for using the equity method. These shareholder voting rights are considered to be
substantive rights particularly in the early stages of the project development.
The assumptions applied in determining the fair value of the loan to the joint venture includes determining the timing of
cash receipts and the discount rate applied. The fair value of the loan has been measured using valuation techniques
under a discounted cash flow (DCF) model, as fair value cannot be measured on quoted prices in active markets. The
inputs to a DCF are taken from observable markets where possible, but where this is not feasible, a degree of judgment is
required in establishing fair value. Judgements include consideration of inputs including foreign exchange risk, interest
rate risk, and credit risk. At 31 December 2019 a discount rate of 21% (31 December 2018: 25%) was applied, based on
management’s judgement of the underlying risks. The timing of cash receipts has been adjusted according to
management’s best estimate and it is currently estimated that receipts commence in the June 2024 quarter.
Further context is detailed in note 10.
(iii) Share based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value of options is determined by an internal valuation using a
Black-Scholes option pricing model, using the assumptions detailed in note 22.
The fair value of performance rights is determined by the share price at the date of grant and consideration of the probability
of the vesting condition being met.
(x) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Acquired exploration and evaluation costs are capitalised. Ongoing exploration and evaluation costs are expensed in the
(o) Exploration and evaluation costs
period they are incurred.
(p) Development Expenditure costs
When proven mineral reserves are determined and an application for development has been submitted subsequent
development expenditure is capitalised and classified within development capital expenditure, a non-current asset,
provided commercial viability conditions continue to be satisfied. Capitalised exploration and evaluation expenditure up to
that point is maintained on the consolidated balance sheet as a non-current asset. On completion of development, all
development capital expenditure and exploration and evaluation expenditure are reclassified as either plant and equipment
or other mineral assets and depreciation commences.
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period
which are unpaid. The amounts are unsecured, non-interest bearing and are paid on normal commercial terms.
(r) Employee benefits
(i) Wages and salaries, annual leave and long service leave
Liabilities for wages and salaries, including non-monetary benefits, and other short terms benefits expected to be settled
within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting
date and are measured at the amounts expected to be paid when the liabilities are settled.
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date.
(ii) Share-based payments
transactions’) refer to note 22.
The Group provides benefits to employees (including directors) of the Group in the form of share-based payment
transactions, whereby employees render services in exchange for options or rights over shares (‘equity-settled
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which
they are granted. The fair value of options is determined by an internal valuation using a Black-Scholes option pricing
model. The fair value of performance rights is determined by consideration of the Company’s share price at the grant date.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the number of options or rights that, in the opinion of the directors of
the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No
adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is
included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a
market condition or awards with non-vesting conditions.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award
and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they
All loans and borrowings are initially recognised initially recognised at the fair value of the consideration received less
were a modification of the original award.
(s)
Interest-bearing loans and borrowings
directly attributable transaction costs.
effective interest rate method.
Borrowings are classified as current liabilities unless the Consolidated Entity has the unconditional right to defer settlement
of the liability for at least 12 months after the reporting date.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalised as part of the cost of
that asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other
costs that an entity incurs in connection with the borrowing of funds.
(t) Borrowing costs
(u)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
DANAKALI LIMITED ABN 56 097 904 302
63
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
shown in equity as a deduction, net of tax, from the proceeds.
(v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company, excluding any
costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during
the financial period, adjusted for bonus elements in ordinary shares issued during the period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after-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.
(w) Critical accounting judgements, estimates and assumptions
The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements are:
(i) Impairment
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to
the particular asset that may lead to impairment. The investment in CMSC joint venture is tested for impairment when there
is objective evidence of impairment. As at 31 December 2019 the Group assessed that, no indicator of impairment existed
(31 December 2018: Nil).
(ii) Interest in Joint Arrangement and measurement of loan receivable
The Group accounts for its 50% interest in CMSC as a joint venture using the equity method.
Danakali holds 3 of 5 CMSC Board seats, however in reference to certain material decisions which are reserved for Majority
Shareholder approval it has been determined that the interest in CMSC is more appropriately classified as an interest in a
joint venture and has been accounted for using the equity method. These shareholder voting rights are considered to be
substantive rights particularly in the early stages of the project development.
The assumptions applied in determining the fair value of the loan to the joint venture includes determining the timing of
cash receipts and the discount rate applied. The fair value of the loan has been measured using valuation techniques
under a discounted cash flow (DCF) model, as fair value cannot be measured on quoted prices in active markets. The
inputs to a DCF are taken from observable markets where possible, but where this is not feasible, a degree of judgment is
required in establishing fair value. Judgements include consideration of inputs including foreign exchange risk, interest
rate risk, and credit risk. At 31 December 2019 a discount rate of 21% (31 December 2018: 25%) was applied, based on
management’s judgement of the underlying risks. The timing of cash receipts has been adjusted according to
management’s best estimate and it is currently estimated that receipts commence in the June 2024 quarter.
Further context is detailed in note 10.
(iii) Share based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value of options is determined by an internal valuation using a
Black-Scholes option pricing model, using the assumptions detailed in note 22.
The fair value of performance rights is determined by the share price at the date of grant and consideration of the probability
of the vesting condition being met.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
(x) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Consolidated
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 taxation authority, are presented as operating cash flows.
(y) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates
42
DANAKALI LIMITED ABN 56 097 904 302
43
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT64
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
3. SEGMENT INFORMATION
The Group operates in the mining industry in Eritrea. For management purposes, the Group is organised into one main
operating segment which involves the exploration of minerals in Eritrea. All of the Group’s activities are interrelated and
discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single segment.
Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results
from this segment are equivalent to the financial statements of the Group as a whole.
The Group’s non-current assets, other than financial instruments are geographically located in Eritrea.
4. REVENUE
Interest
5. EXPENSES
Employee benefits (net of recharges)
Directors’ fees
Compliance and regulatory expenses
Lease payments relating to short term leases (2018 - operating leases)
Other administration expenses
6. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short term deposits
2019
$
2018
$
81,338
172,252
2019
$
361,103
519,301
1,422,582
125,974
351,242
2,780,202
2019
$
19,543,204
14,256,900
33,800,104
2018
$
309,176
439,612
1,386,915
91,893
520,117
2,747,713
2018
$
9,550,585
-
9,550,585
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash
requirements of the Group and earn interest at the respective short-term deposit rates.
7.
INCOME TAX
(a) Income tax recognised in profit or loss
Current tax
Deferred tax
Total tax benefit/(expense)
(b) Reconciliation of income tax expense to prima facie tax payable
Loss before income tax expense
Prima facie tax benefit at the Australian tax rate of 30.0% (2018: 27.5%)
Adjustment of under-provision of deferred tax in prior year
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Share-based payments
Share of net loss of joint venture
Net (gain)/loss on financial assets at fair value through profit or loss
Movements in unrecognised temporary differences and tax effect of current
year tax losses:
Income tax expense/(benefit)
DANAKALI LIMITED ABN 56 097 904 302
2019
$
2018
$
-
-
-
-
-
-
(3,148,734)
(6,944,413)
(944,620)
(25,372)
(1,909,712)
(433,978)
219,029
887,180
(1,320,219)
1,184,002
-
25,096
107,041
1,337,263
874,290
-
44
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
(c) Deferred Income Tax
Deferred income tax at 31 December relates to the following:
Deferred Tax Liabilities:
Interest receivable
Deferred Tax Assets:
Provision for employee entitlements
Accrued expenditure
Unrealised foreign exchange
gain/loss
Share issue expenses
Revenue tax losses
Deferred tax assets not brought to
account as realisation is not probable
8. RECEIVABLES
Current
Net GST receivable
Accrued interest
Other receivables at amortised cost
Security bonds at amortised cost
Statement of
Financial Position
2019
$
2018
$
Statement of
Comprehensive Income
2019
$
2018
$
(34)
(129)
95
(129)
37,756
18,107
324,850
786,410
5,917,891
-
39,898
1,973
188,041
5,228,743
-
-
(7,084,980)
(5,458,526)
(1,626,454)
(874,161)
(2,142)
16,134
324,850
598,369
689,148
-
225,023
114
1,667
55,000
281,804
(13,460)
(10,336)
(81,988)
980,074
-
-
31,863
469
1,895
74,250
108,477
2019
$
2018
$
Loan to Colluli Mining Share Company – at fair value
Non-Current
Carrying value of loans
15,204,815
15,204,815
9,283,670
9,283,670
Danakali’s wholly owned subsidiary, STB Eritrea Pty Ltd, is presently funding the Colluli Mining Share Company (CMSC)
for the development of the Colluli Potash Project and 50% of the funding is represented in the form of a shareholder loan.
Repayment of this loan, as defined in the CMSC Shareholders Agreement, will be made preferentially from future operating
cash flows. The shareholder loan is denominated in USD, non-interest bearing, unsecured and subordinate to any loans
from third party secured lenders, under which CMSC may enter into in order to fund the Project Development Capital. For
accounting purposes, the value of the loan has been discounted by applying a market interest rate of 21% (2018: 25%).
During the years ended 31 December 2019 and 31 December 2018, the repayment profile of the receivable was updated
to consider the timing of the completion of construction, timing of project financing and alignment to the indicative debt
financing terms. The remeasurement of the receivable at fair value resulted in a gain of $4,400,730 through profit or loss
(2019: loss of $4,862,775) (see note 10).
$33,571,559) (USD 23,676,610).
The undiscounted underlying loan balance at 31 December 2019 is $40,053,560 (USD 28,061,524) (31 December 2018:
Reconciliation of movement in loan to Colluli Mining Share Company
Opening carrying amount at beginning of the year
Additional loans during the year
Foreign exchange gain/(loss)
Net gain/(loss) on financial assets at fair value through profit or loss
Closing carrying amount at end of the year
2019
$
9,283,670
1,586,388
(65,973)
4,400,730
15,204,815
2018
$
12,216,952
987,356
942,137
(4,862,775)
9,283,670
DANAKALI LIMITED ABN 56 097 904 302
45
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
(c) Deferred Income Tax
Deferred income tax at 31 December relates to the following:
65
Deferred Tax Liabilities:
Interest receivable
Deferred Tax Assets:
Provision for employee entitlements
Accrued expenditure
Unrealised foreign exchange
gain/loss
Share issue expenses
Revenue tax losses
Deferred tax assets not brought to
account as realisation is not probable
8. RECEIVABLES
Current
Net GST receivable
Accrued interest
Other receivables at amortised cost
Security bonds at amortised cost
Non-Current
Loan to Colluli Mining Share Company – at fair value
Carrying value of loans
Statement of
Financial Position
2019
$
2018
$
Statement of
Comprehensive Income
2018
2019
$
$
(34)
(129)
95
(129)
37,756
18,107
324,850
786,410
5,917,891
39,898
1,973
-
188,041
5,228,743
(2,142)
16,134
324,850
598,369
689,148
(7,084,980)
-
(5,458,526)
-
(1,626,454)
-
(13,460)
(10,336)
-
(81,988)
980,074
(874,161)
-
2019
$
2018
$
225,023
114
1,667
55,000
281,804
31,863
469
1,895
74,250
108,477
15,204,815
15,204,815
9,283,670
9,283,670
Danakali’s wholly owned subsidiary, STB Eritrea Pty Ltd, is presently funding the Colluli Mining Share Company (CMSC)
for the development of the Colluli Potash Project and 50% of the funding is represented in the form of a shareholder loan.
Repayment of this loan, as defined in the CMSC Shareholders Agreement, will be made preferentially from future operating
cash flows. The shareholder loan is denominated in USD, non-interest bearing, unsecured and subordinate to any loans
from third party secured lenders, under which CMSC may enter into in order to fund the Project Development Capital. For
accounting purposes, the value of the loan has been discounted by applying a market interest rate of 21% (2018: 25%).
During the years ended 31 December 2019 and 31 December 2018, the repayment profile of the receivable was updated
to consider the timing of the completion of construction, timing of project financing and alignment to the indicative debt
financing terms. The remeasurement of the receivable at fair value resulted in a gain of $4,400,730 through profit or loss
(2019: loss of $4,862,775) (see note 10).
The undiscounted underlying loan balance at 31 December 2019 is $40,053,560 (USD 28,061,524) (31 December 2018:
$33,571,559) (USD 23,676,610).
Reconciliation of movement in loan to Colluli Mining Share Company
Opening carrying amount at beginning of the year
Additional loans during the year
Foreign exchange gain/(loss)
Net gain/(loss) on financial assets at fair value through profit or loss
Closing carrying amount at end of the year
2019
$
9,283,670
1,586,388
(65,973)
4,400,730
15,204,815
2018
$
12,216,952
987,356
942,137
(4,862,775)
9,283,670
DANAKALI LIMITED ABN 56 097 904 302
DANAKALI LIMITED ABN 56 097 904 302
45
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
3. SEGMENT INFORMATION
The Group operates in the mining industry in Eritrea. For management purposes, the Group is organised into one main
operating segment which involves the exploration of minerals in Eritrea. All of the Group’s activities are interrelated and
discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single segment.
Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results
from this segment are equivalent to the financial statements of the Group as a whole.
The Group’s non-current assets, other than financial instruments are geographically located in Eritrea.
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash
requirements of the Group and earn interest at the respective short-term deposit rates.
4. REVENUE
Interest
5. EXPENSES
Employee benefits (net of recharges)
Directors’ fees
Compliance and regulatory expenses
Lease payments relating to short term leases (2018 - operating leases)
Other administration expenses
6. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Short term deposits
7.
INCOME TAX
(a) Income tax recognised in profit or loss
Current tax
Deferred tax
Total tax benefit/(expense)
(b) Reconciliation of income tax expense to prima facie tax payable
Loss before income tax expense
Prima facie tax benefit at the Australian tax rate of 30.0% (2018: 27.5%)
Adjustment of under-provision of deferred tax in prior year
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Share-based payments
Share of net loss of joint venture
year tax losses:
Income tax expense/(benefit)
Net (gain)/loss on financial assets at fair value through profit or loss
Movements in unrecognised temporary differences and tax effect of current
81,338
172,252
2019
$
2019
$
361,103
519,301
1,422,582
125,974
351,242
2,780,202
2019
$
19,543,204
14,256,900
33,800,104
2018
$
2018
$
309,176
439,612
1,386,915
91,893
520,117
2,747,713
2018
$
9,550,585
9,550,585
2019
$
2018
$
-
-
-
-
(3,148,734)
(6,944,413)
(944,620)
(25,372)
(1,909,712)
(433,978)
219,029
887,180
(1,320,219)
1,184,002
25,096
107,041
1,337,263
874,290
-
-
-
-
-
44
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT66
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
9. PLANT AND EQUIPMENT
Plant and equipment
Gross carrying value – at cost
Accumulated depreciation
Net book amount
Plant and equipment
Opening net book amount at beginning of the year
Additions
Disposals
Depreciation charge
Closing net book amount at end of the year
10.
INVESTMENT IN JOINT VENTURE
The Group has an interest in the following joint arrangement:
2019
$
2018
$
39,874
(25,875)
13,998
22,952
-
(3,074)
(5,880)
13,998
74,561
(51,609)
22,952
15,110
16,124
-
(8,282)
22,952
Equity Interest
Carrying Value
Non-current liabilities
Project
Activities
2019
%
2018
%
2019
$
2018
$
Colluli Potash Mineral Exploration
50
50
27,975,738
19,829,489
The group acquired an interest in Colluli Mining Share Company (CMSC) at the date of its incorporation on 5 March 2014.
This acquisition was in accordance with the Shareholders Agreement entered into with the Eritrean National Mining
Corporation (ENAMCO) and executed in November 2013. CMSC was incorporated in Eritrea, in accordance with the
Shareholders Agreement, to hold the Colluli project with Danakali and ENAMCO holding 50% of the equity each.
Under the terms of the Shareholders Agreement, at the date of incorporation of CMSC, consideration for the acquisition of
shares in CMSC equated to half of the allowable historical exploration costs transferred to CMSC by STB Eritrea Pty Ltd,
a wholly owned subsidiary of Danakali Limited. The balance of the allowable historic exploration costs transferred to CMSC
are recoverable via a shareholder loan account (see note 8).
The Group’s 50% interest in CMSC is accounted for as a joint venture using the equity method. The following tables
summarise the financial information of the Group’s investment in CMSC at 31 December 2019.
Reconciliation of movement in investments accounted for using the
equity method:
Opening carrying amount at beginning of the year
Additional investment during the year
Share of net (loss)/profit for the year
Other comprehensive income for the year
Closing carrying amount at end of the year
2019
$
2018
$
19,829,489
11,121,696
(2,957,269)
(18,178)
27,975,738
13,811,946
5,532,842
(389,239)
873,940
19,829,489
Summarised financial information of joint venture:
Financial position (Aligned to Danakali accounting policies)
Current Assets:
Cash
Other current assets
Non-current assets
Fixed Assets
Development costs capitalised
Prepaid finance costs
Mineral Property
Current liabilities
Trade & other payables and provisions
Loan from Danakali Ltd – at amortised cost
NET ASSETS
Group’s share of net assets
Reconciliation of Equity Investment:
Group’s share of net assets
Share of initial contribution on establishment of the Joint Venture
not recognised by Danakali
Outside shareholder interest in equity contributions by Danakali
Carrying amount at the end of the period
2019
$
2018
$
81,067
109,984
191,051
114,708
204,109
12,046,633
31,302,663
43,668,113
(4,786,610)
(4,786,610)
110,666
104,928
215,594
135,013
-
-
31,125,894
31,260,907
(311,850)
(311,850)
(12,901,373)
(12,901,373)
(9,283,670)
(9,283,670)
26,171,181
21,880,981
13,085,590
10,940,491
13,085,590
10,940,491
(4,305,107)
19,195,255
27,975,738
2019
$
(4,305,107)
13,194,105
19,829,489
2018
$
323,465
(3,897,725)
(5,914,538)
8,722,625
(5,641,253)
(778,478)
(2,957,269)
(389,239)
Financial performance
Interest expense relating to the unwinding of discount on joint venture loan
(2,340,278)
(3,859,850)
(Loss)/gain on re-measurement of loan to joint venture carried at amortised
cost
Exploration and evaluation expenditure
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
Group’s share of total loss for the year
During the year ended 31 December 2019 no dividends were paid or declared (2018: Nil).
DANAKALI LIMITED ABN 56 097 904 302
46
DANAKALI LIMITED ABN 56 097 904 302
47
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
67
9. PLANT AND EQUIPMENT
Plant and equipment
Gross carrying value – at cost
Accumulated depreciation
Net book amount
Plant and equipment
Opening net book amount at beginning of the year
Additions
Disposals
Depreciation charge
Closing net book amount at end of the year
10.
INVESTMENT IN JOINT VENTURE
The Group has an interest in the following joint arrangement:
2019
$
2018
$
39,874
(25,875)
13,998
22,952
-
(3,074)
(5,880)
13,998
74,561
(51,609)
22,952
15,110
16,124
-
(8,282)
22,952
Project
Activities
2019
%
2018
%
2019
$
2018
$
Colluli Potash Mineral Exploration
50
50
27,975,738
19,829,489
The group acquired an interest in Colluli Mining Share Company (CMSC) at the date of its incorporation on 5 March 2014.
This acquisition was in accordance with the Shareholders Agreement entered into with the Eritrean National Mining
Corporation (ENAMCO) and executed in November 2013. CMSC was incorporated in Eritrea, in accordance with the
Shareholders Agreement, to hold the Colluli project with Danakali and ENAMCO holding 50% of the equity each.
Under the terms of the Shareholders Agreement, at the date of incorporation of CMSC, consideration for the acquisition of
shares in CMSC equated to half of the allowable historical exploration costs transferred to CMSC by STB Eritrea Pty Ltd,
a wholly owned subsidiary of Danakali Limited. The balance of the allowable historic exploration costs transferred to CMSC
are recoverable via a shareholder loan account (see note 8).
The Group’s 50% interest in CMSC is accounted for as a joint venture using the equity method. The following tables
summarise the financial information of the Group’s investment in CMSC at 31 December 2019.
Reconciliation of movement in investments accounted for using the
equity method:
Opening carrying amount at beginning of the year
Additional investment during the year
Share of net (loss)/profit for the year
Other comprehensive income for the year
Closing carrying amount at end of the year
2019
$
2018
$
19,829,489
11,121,696
(2,957,269)
(18,178)
27,975,738
13,811,946
5,532,842
(389,239)
873,940
19,829,489
Summarised financial information of joint venture:
Financial position (Aligned to Danakali accounting policies)
Current Assets:
Cash
Other current assets
Non-current assets
Fixed Assets
Development costs capitalised
Prepaid finance costs
Mineral Property
Current liabilities
Trade & other payables and provisions
Equity Interest
Carrying Value
Non-current liabilities
Loan from Danakali Ltd – at amortised cost
NET ASSETS
Group’s share of net assets
Reconciliation of Equity Investment:
Group’s share of net assets
Share of initial contribution on establishment of the Joint Venture
not recognised by Danakali
Outside shareholder interest in equity contributions by Danakali
Carrying amount at the end of the period
Financial performance
Interest expense relating to the unwinding of discount on joint venture loan
(Loss)/gain on re-measurement of loan to joint venture carried at amortised
cost
Exploration and evaluation expenditure
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
Group’s share of total loss for the year
2019
$
2018
$
81,067
109,984
191,051
114,708
204,109
12,046,633
31,302,663
43,668,113
(4,786,610)
(4,786,610)
110,666
104,928
215,594
135,013
-
-
31,125,894
31,260,907
(311,850)
(311,850)
(12,901,373)
(12,901,373)
(9,283,670)
(9,283,670)
26,171,181
21,880,981
13,085,590
10,940,491
13,085,590
10,940,491
(4,305,107)
19,195,255
27,975,738
2019
$
(4,305,107)
13,194,105
19,829,489
2018
$
(2,340,278)
(3,859,850)
323,465
(3,897,725)
(5,914,538)
8,722,625
(5,641,253)
(778,478)
(2,957,269)
(389,239)
During the year ended 31 December 2019 no dividends were paid or declared (2018: Nil).
DANAKALI LIMITED ABN 56 097 904 302
46
DANAKALI LIMITED ABN 56 097 904 302
47
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT68
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Colluli Mining Share Company has the following commitments or contingencies at 31 December 2019:
13.
ISSUED CAPITAL
COMMITMENTS
Government
Under the mining agreement entered into between the Government of the State of Eritrea and Colluli Mining Share
Company (CMSC) dated 31 January 2017, CMSC is obliged to spend US$200 million on infrastructure and mine
development within the area of the Colluli project mining licences in the 36 months following the provision of formal notice
to the Ministry of Energy and Mines that development has commenced. The formal notice was submitted on 16 December
2019 which means that US$200 million is required to be spent by 15 December 2022.
Development
At 31 December 2019, development work had commenced including the engagement of DRA Global (DRA), CMSC’s
EPCM contractor. There were no material commitments at 31 December 2019.
Balance at the beginning of the year
264,422,398
79,576,117
251,697,687
75,415,034
Funding
CMSC successfully executed a mandate to provide fully underwritten debt finance facilities of US$200M to fund the
construction and development of the Project (Debt). African development financial institutions African Export-Import Bank
(Afreximbank) and Africa Finance Corporation (AFC) are acting as Mandated Lead Arrangers (MLAs).
Under the terms of the mandate, CMSC is responsible to pay all reasonable costs and expenses related to external
technical, financial, insurance, tax and legal consultants required by the MLAs to assist in the due diligence. The mandate
letter includes various fees, payable by CMSC to the MLAs, based on various future outcomes, including termination by
CMSC.
At 31 December 2019, CMSC has commitments of $0.4M in annual agent fees. CMSC will be liable for facility fees of
$2.9M to the MLAs on the draw down of the facility. This commitment is subject to the performance of additional services
by the MLAs in connection with the facility.
CONTINGENCIES
There are no material contingent liabilities of CMSC at balance date.
11. TRADE AND OTHER PAYABLES
Trade payables
Accrued expenses (i)
Other payables
2019
$
4,213,886
7,580,871
-
11,794,757
2018
$
122,362
65,868
35,624
223,854
(i)
Includes lenders fees of USD5,275,000 ($7,520,545) associated with the debt financing.
12. PROVISIONS
Current
Employee entitlements
Non-Current
Employee entitlements
2019
$
2018
$
80,623
86,180
45,229
125,852
58,903
145,083
Employee entitlements relate to the balance of annual leave and long service leave accrued by the Group’s employees.
Recognition and measurement criteria have been disclosed in note 2.
DANAKALI LIMITED ABN 56 097 904 302
48
DANAKALI LIMITED ABN 56 097 904 302
(a) Share capital
Ordinary shares fully paid
Total issued capital
(b) Movements in ordinary share capital
Issued during the year:
− Issued at $0.350 per share on option exercise
− Issued at $0.405 per share on option exercise
− Issued at $0.450 per share on option exercise
− Issued at $0.543 per share on option exercise
− Issued at $0.558 per share on option exercise
− Issued at $0.652 per share via cashless exercise of
1,949,000 options with an exercise price of $0.405
− Issued at $0.624 per share via cashless exercise of
750,000 options with an exercise price of $0.527
− Issued at $0.648 per share via cashless exercise of
1,600,000 options with an exercise price of $0.550
− Issued at $0.773 per share via cashless exercise of
750,000 options with an exercise price of $0.550
2019
2018
Number
of shares
$
Number
of shares
$
318,546,306
109,194,951
264,422,398
79,576,117
318,546,306
109,194,951
264,422,398
79,576,117
10,381,821
3,633,640
400,000
200,000
162,000
90,000
250,000
900,000
135,750
502,200
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
738,346
116,586
241,974
216,364
65,000
-
-
-
-
− Issued on vesting of performance rights
15,000
− Issued at $0.755 per share in lieu of advisor fees
− Issued at $0.773 per share in lieu of advisor fees
(refer note 22(b))
(refer note 22(b))
356,049
268,817
8,571
6,626
− Issued at $0.60 per share pursuant to placement (i)
52,958,908
31,775,345
− Costs of capital raised (ii)
Balance at the end of the year
(2,794,461)
318,546,306
109,194,951
264,422,398
79,576,117
(i)
On 3 December 2019, the Company announced that AFC had agreed to make a US$50M (A$74M) strategic
equity investment in Danakali to fund construction and project execution for Colluli (Placement). The
subscription price of A$0.60 per Share represented a 5% discount to Danakali’s 30-day VWAP. The
Placement is being conducted in two tranches. The first tranche consisted of 52,958,908 new Shares issued
at A$0.60 per Share to raise A$31.8M (US$21.5M); this tranche was completed on 10 December 2019. The
second tranche, which is subject to shareholder approval and other conditions, will consist of approximately
70M new Shares at the same issue price to raise the remaining A$42.0M (US$28.5M).
Success fees of $2.27M will be payable to financial advisors upon completion of the second tranche of the
Refer to Note 28 for further details on the status of the second tranche.
(ii)
Includes fees paid or payable to financial advisers in relation to the first tranche funds raised pursuant to the
Placement.
Placement.
-
-
-
-
-
-
-
-
-
49
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTUnder the mining agreement entered into between the Government of the State of Eritrea and Colluli Mining Share
Company (CMSC) dated 31 January 2017, CMSC is obliged to spend US$200 million on infrastructure and mine
development within the area of the Colluli project mining licences in the 36 months following the provision of formal notice
to the Ministry of Energy and Mines that development has commenced. The formal notice was submitted on 16 December
2019 which means that US$200 million is required to be spent by 15 December 2022.
CMSC successfully executed a mandate to provide fully underwritten debt finance facilities of US$200M to fund the
construction and development of the Project (Debt). African development financial institutions African Export-Import Bank
(Afreximbank) and Africa Finance Corporation (AFC) are acting as Mandated Lead Arrangers (MLAs).
Under the terms of the mandate, CMSC is responsible to pay all reasonable costs and expenses related to external
technical, financial, insurance, tax and legal consultants required by the MLAs to assist in the due diligence. The mandate
letter includes various fees, payable by CMSC to the MLAs, based on various future outcomes, including termination by
At 31 December 2019, CMSC has commitments of $0.4M in annual agent fees. CMSC will be liable for facility fees of
$2.9M to the MLAs on the draw down of the facility. This commitment is subject to the performance of additional services
by the MLAs in connection with the facility.
CONTINGENCIES
There are no material contingent liabilities of CMSC at balance date.
11. TRADE AND OTHER PAYABLES
(i)
Includes lenders fees of USD5,275,000 ($7,520,545) associated with the debt financing.
COMMITMENTS
Government
Development
Funding
CMSC.
Trade payables
Accrued expenses (i)
Other payables
12. PROVISIONS
Current
Employee entitlements
Non-Current
Employee entitlements
2019
$
4,213,886
7,580,871
-
11,794,757
2018
$
122,362
65,868
35,624
223,854
2019
$
2018
$
80,623
86,180
45,229
125,852
58,903
145,083
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Colluli Mining Share Company has the following commitments or contingencies at 31 December 2019:
13.
ISSUED CAPITAL
At 31 December 2019, development work had commenced including the engagement of DRA Global (DRA), CMSC’s
EPCM contractor. There were no material commitments at 31 December 2019.
Balance at the beginning of the year
264,422,398
79,576,117
251,697,687
75,415,034
(a) Share capital
Ordinary shares fully paid
Total issued capital
(b) Movements in ordinary share capital
2019
2018
Number
of shares
$
Number
of shares
$
318,546,306
109,194,951
264,422,398
79,576,117
318,546,306
109,194,951
264,422,398
79,576,117
69
Issued during the year:
− Issued at $0.350 per share on option exercise
− Issued at $0.405 per share on option exercise
− Issued at $0.450 per share on option exercise
− Issued at $0.543 per share on option exercise
− Issued at $0.558 per share on option exercise
− Issued at $0.652 per share via cashless exercise of
1,949,000 options with an exercise price of $0.405
− Issued at $0.624 per share via cashless exercise of
750,000 options with an exercise price of $0.527
− Issued at $0.648 per share via cashless exercise of
1,600,000 options with an exercise price of $0.550
− Issued at $0.773 per share via cashless exercise of
750,000 options with an exercise price of $0.550
− Issued on vesting of performance rights
− Issued at $0.755 per share in lieu of advisor fees
(refer note 22(b))
− Issued at $0.773 per share in lieu of advisor fees
(refer note 22(b))
-
-
-
-
-
-
10,381,821
3,633,640
400,000
200,000
162,000
90,000
250,000
900,000
135,750
502,200
-
-
-
-
15,000
-
-
-
-
-
-
-
-
-
-
-
738,346
116,586
241,974
216,364
65,000
-
-
-
-
-
-
-
356,049
268,817
8,571
6,626
-
-
-
-
− Issued at $0.60 per share pursuant to placement (i)
− Costs of capital raised (ii)
52,958,908
31,775,345
-
(2,794,461)
Employee entitlements relate to the balance of annual leave and long service leave accrued by the Group’s employees.
Recognition and measurement criteria have been disclosed in note 2.
(ii)
Includes fees paid or payable to financial advisers in relation to the first tranche funds raised pursuant to the
Placement.
Balance at the end of the year
318,546,306
109,194,951
264,422,398
79,576,117
(i)
On 3 December 2019, the Company announced that AFC had agreed to make a US$50M (A$74M) strategic
equity investment in Danakali to fund construction and project execution for Colluli (Placement). The
subscription price of A$0.60 per Share represented a 5% discount to Danakali’s 30-day VWAP. The
Placement is being conducted in two tranches. The first tranche consisted of 52,958,908 new Shares issued
at A$0.60 per Share to raise A$31.8M (US$21.5M); this tranche was completed on 10 December 2019. The
second tranche, which is subject to shareholder approval and other conditions, will consist of approximately
70M new Shares at the same issue price to raise the remaining A$42.0M (US$28.5M).
Success fees of $2.27M will be payable to financial advisors upon completion of the second tranche of the
Placement.
Refer to Note 28 for further details on the status of the second tranche.
DANAKALI LIMITED ABN 56 097 904 302
48
DANAKALI LIMITED ABN 56 097 904 302
49
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT70
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
(c) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote,
and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
(d) Movements in options on issue
Balance at beginning of the year
Issued during the year:
−
−
−
−
−
Exercisable at $0.912, on or before 11 May 2020
Exercisable at $1.031, on or before 24 January 2022
Exercisable at $1.108, on or before 13 March 2022
Exercisable at $1.119, on or before 28 March 2022
Exercisable at $1.114, on or before 30 May 2022
Exercised, lapsed or expired during the year:
−
−
−
−
−
−
−
−
−
−
−
−
−
Exercised, exercisable at $0.350 on or before 30 March 2018
Exercised, exercisable at $0.350 on or before 13 May 2018
Exercised, exercisable at $0.405 on or before 13 May 2018
Exercised, exercisable at $0.450 on or before 23 June 2018
Exercised, exercisable at $0.527 on or before 29 May 2018
Exercised, exercisable at $0.543 on or before 7 October 2019
Exercised, exercisable at $0.550 on or before 31 May 2018
Exercised, exercisable at $0.550 on or before 4 November 2018
Exercised, exercisable at $0.550 on or before 31 December 2018
Exercised, exercisable at $0.558, on or before 8 August 2019
Expired, exercisable at $0.350, on or before 13 May 2018
Expired, exercisable at $0.96 on or before 20 June 2019
Lapsed, exercisable at $1.031 on or before 24 January 2022
Balance at end of the year
14. RESERVES
(a) Reserves
Share-based payments reserve
Balance at beginning of the year
Employee and contractor share options and performance rights (note 22)
Balance at end of the year
Foreign currency translation reserve
Balance at beginning of the year
Currency translation differences arising during the year/ period
Balance at end of the year
Total reserves
(b) Nature and purpose of reserves
2019
Options
2018
Options
2,990,000
19,195,821
500,000
2,025,055
583,000
561,800
1,450,000
-
-
-
-
-
(250,000)
-
-
-
(900,000)
-
(400,000)
(555,743)
6,004,112
-
-
-
-
(9,656,821)
(725,000)
(2,349,000)
(200,000)
(750,000)
-
(600,000)
(750,000)
(1,000,000)
(100,000)
(75,000)
-
-
2,990,000
2019
$
2018
$
11,231,923
730,096
11,962,019
1,979,430
(18,178)
1,961,252
11,416,109
(184,186)
11,231,923
1,105,490
873,940
1,979,430
13,923,271
13,211,353
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of share options and performance rights issued.
Foreign currency translation reserve
The foreign currency translation reserve records the exchange differences arising on translation of a foreign joint
arrangement.
15. ACCUMULATED LOSSES
Balance at beginning of the year
Loss for the year
Balance at end of the year
16. STATEMENT OF CASH FLOWS
operating activities
Net loss for the year
Non-Cash Items:
Depreciation of plant and equipment
Loss of disposal of plant and equipment
Share-based payment expense
Share of net loss of associate
Unrealised foreign exchange (gain)/loss
(a) Reconciliation of net loss after income tax to net cash outflow from
2019
$
(54,343,760)
(3,148,734)
(57,492,494)
2018
$
(47,399,347)
(6,944,413)
(54,343,760)
2019
$
2018
$
(3,148,734)
(6,944,413)
5,880
3,074
730,096
2,957,269
1,156,446
(4,400,730)
28,521
148,714
(19,231)
8,282
-
91,257
389,239
(942,138)
4,862,775
17,602
(864,120)
(48,947)
(2,538,695)
(3,430,463)
Net (gain)/loss on financial assets at fair value through profit or loss
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in trade and other payables
Increase/(decrease) in provisions
Net cash outflow from operating activities
(b) Funding of joint venture operations
Cash contribution to joint venture operations during the period
(4,407,612)
(6,448,446)
17. EARNINGS PER SHARE
(a) Reconciliation of earnings used in calculating earnings per share (EPS)
Loss attributable to the owners of the Company used in calculating basic and
diluted loss per share
(3,148,734)
(6,944,413)
(b) Weighted average number of shares used as the denominator
2019
$
2018
$
2019
2018
No. of Shares
No. of Shares
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
270,813,912
261,076,051
As the Group incurred a loss for the period, the options on issue have an anti-dilutive effect, therefore the diluted EPS is
equal to the basic EPS. A total of 6,004,112 (2018: 2,990,000) share options and 1,285,000 (2018: 1,315,000) performance
rights which could potentially dilute basic EPS in the future have been excluded from the diluted EPS calculation because
they are anti-dilutive for the current year presented.
18. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to market, liquidity and credit risks arising from its financial instruments.
The Group’s management of financial risk is aimed at ensuring net cash flows are sufficient to meet all of its financial
commitments and maintain the capacity to fund the Colluli project and ancillary exploration activities. The Board of
Directors has overall responsibility for the establishment and oversight of the risk management framework. Management
monitors and manages the financial risks relating to the operations of the Group through regular reviews of risks.
Market (including foreign exchange and interest rate risks), liquidity and credit risks arise in the normal course of business.
These risks are managed under Board approved treasury processes and transactions.
The principal financial instruments as at reporting date include cash, receivables and payables.
DANAKALI LIMITED ABN 56 097 904 302
50
DANAKALI LIMITED ABN 56 097 904 302
51
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
71
(c) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote,
and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
2019
Options
2018
Options
2,990,000
19,195,821
500,000
2,025,055
583,000
561,800
1,450,000
-
-
-
-
-
-
-
-
-
(900,000)
(400,000)
(555,743)
6,004,112
-
-
-
-
-
-
-
(9,656,821)
(725,000)
(2,349,000)
(200,000)
(750,000)
(600,000)
(750,000)
(1,000,000)
(100,000)
(75,000)
2,990,000
2019
$
2018
$
11,231,923
730,096
11,962,019
1,979,430
(18,178)
1,961,252
11,416,109
(184,186)
11,231,923
1,105,490
873,940
1,979,430
13,923,271
13,211,353
(d) Movements in options on issue
Balance at beginning of the year
Issued during the year:
Exercisable at $0.912, on or before 11 May 2020
Exercisable at $1.031, on or before 24 January 2022
Exercisable at $1.108, on or before 13 March 2022
Exercisable at $1.119, on or before 28 March 2022
Exercisable at $1.114, on or before 30 May 2022
Exercised, lapsed or expired during the year:
Exercised, exercisable at $0.543 on or before 7 October 2019
(250,000)
Exercised, exercisable at $0.350 on or before 30 March 2018
Exercised, exercisable at $0.350 on or before 13 May 2018
Exercised, exercisable at $0.405 on or before 13 May 2018
Exercised, exercisable at $0.450 on or before 23 June 2018
Exercised, exercisable at $0.527 on or before 29 May 2018
Exercised, exercisable at $0.550 on or before 31 May 2018
Exercised, exercisable at $0.550 on or before 4 November 2018
Exercised, exercisable at $0.550 on or before 31 December 2018
Exercised, exercisable at $0.558, on or before 8 August 2019
Expired, exercisable at $0.350, on or before 13 May 2018
Expired, exercisable at $0.96 on or before 20 June 2019
Lapsed, exercisable at $1.031 on or before 24 January 2022
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
−
Employee and contractor share options and performance rights (note 22)
Currency translation differences arising during the year/ period
Balance at end of the year
14. RESERVES
(a) Reserves
Share-based payments reserve
Balance at beginning of the year
Balance at end of the year
Foreign currency translation reserve
Balance at beginning of the year
Balance at end of the year
Total reserves
(b) Nature and purpose of reserves
Share-based payments reserve
Foreign currency translation reserve
arrangement.
DANAKALI LIMITED ABN 56 097 904 302
The share-based payments reserve is used to recognise the fair value of share options and performance rights issued.
The foreign currency translation reserve records the exchange differences arising on translation of a foreign joint
15. ACCUMULATED LOSSES
Balance at beginning of the year
Loss for the year
Balance at end of the year
16. STATEMENT OF CASH FLOWS
(a) Reconciliation of net loss after income tax to net cash outflow from
operating activities
Net loss for the year
Non-Cash Items:
Depreciation of plant and equipment
Loss of disposal of plant and equipment
Share-based payment expense
Share of net loss of associate
Unrealised foreign exchange (gain)/loss
Net (gain)/loss on financial assets at fair value through profit or loss
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables
Decrease/(increase) in trade and other payables
Increase/(decrease) in provisions
Net cash outflow from operating activities
2019
$
(54,343,760)
(3,148,734)
(57,492,494)
2018
$
(47,399,347)
(6,944,413)
(54,343,760)
2019
$
2018
$
(3,148,734)
(6,944,413)
5,880
3,074
730,096
2,957,269
1,156,446
(4,400,730)
28,521
148,714
(19,231)
(2,538,695)
8,282
-
91,257
389,239
(942,138)
4,862,775
17,602
(864,120)
(48,947)
(3,430,463)
(b) Funding of joint venture operations
Cash contribution to joint venture operations during the period
(4,407,612)
(6,448,446)
17. EARNINGS PER SHARE
(a) Reconciliation of earnings used in calculating earnings per share (EPS)
2019
$
2018
$
Loss attributable to the owners of the Company used in calculating basic and
diluted loss per share
(3,148,734)
(6,944,413)
(b) Weighted average number of shares used as the denominator
2019
No. of Shares
2018
No. of Shares
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
270,813,912
261,076,051
As the Group incurred a loss for the period, the options on issue have an anti-dilutive effect, therefore the diluted EPS is
equal to the basic EPS. A total of 6,004,112 (2018: 2,990,000) share options and 1,285,000 (2018: 1,315,000) performance
rights which could potentially dilute basic EPS in the future have been excluded from the diluted EPS calculation because
they are anti-dilutive for the current year presented.
18. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to market, liquidity and credit risks arising from its financial instruments.
The Group’s management of financial risk is aimed at ensuring net cash flows are sufficient to meet all of its financial
commitments and maintain the capacity to fund the Colluli project and ancillary exploration activities. The Board of
Directors has overall responsibility for the establishment and oversight of the risk management framework. Management
monitors and manages the financial risks relating to the operations of the Group through regular reviews of risks.
Market (including foreign exchange and interest rate risks), liquidity and credit risks arise in the normal course of business.
These risks are managed under Board approved treasury processes and transactions.
The principal financial instruments as at reporting date include cash, receivables and payables.
50
DANAKALI LIMITED ABN 56 097 904 302
51
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT72
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
This note presents information about exposures to the above risks, the objectives, policies and processes for measuring
and managing risk, and the management of capital.
(c) Credit risk
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the entity’s functional currency and net investments in foreign operations. The Group has not formalised
a foreign currency risk management policy however, it monitors its foreign currency expenditure in light of exchange rate
movements. The international operations are at the start-up stage and there is limited exposure at the reporting date to
assets and liabilities denominated in foreign currencies.
The loan receivable of $15,204,815 (2018: $9,283,670) to Colluli Mining Share Company is denominated in US Dollars.
by the group as at 31 December 2019:
As at 31 December 2019, the Group held $30,659,500 (2018: $132) of cash and term deposits denominated in US Dollars.
Included within trade and other payables are $2,836,192 (2018: nil) trade payables and $7,520,545 (2018: nil) accrued
expenses denominated in US Dollars.
The following table demonstrates the sensitivity to a reasonably possible change in US Dollar exchange rates, with all
other variables held constant. A strengthening of the Australian Dollar rate results in an increased loss before tax. The
Group’s exposure to foreign currency changes for all other currencies is not material.
The Group’s significant concentration of credit risk is cash, which is held with a major Australian bank with AA3 credit
rating, accordingly the credit risk exposure is minimal. The maximum exposure to credit risk at balance date is the carrying
amount of cash and receivables as disclosed in the Consolidated Statement of Financial Position and Notes to the
Consolidated Financial Statements.
Other than the loan to Colluli Mining Share Company which is carried at fair value, the Group does not presently have any
material debtors. A formal credit risk management policy is not maintained in respect of debtors.
(d) Fair values
Set out below is an overview of financial instruments, other than cash at bank and on hand and short-term deposits, held
Fair value
through profit and
comprehensive
through other
At amortised cost
$
loss
$
income
$
Year to 31 December 2019
Year to 31 December 2018
(ii) Interest rate risk
Change in
USD Rate
%
+5%
-5%
+5%
-5%
Effect on Loss
before tax
$
(1,775,379)
1,775,379
(464,183)
464,183
The Group is exposed to movements in market interest rates on cash. The Group’s policy is to monitor the interest rate
yield curve out to six months to ensure a balance is maintained between the liquidity of cash assets and the interest rate
return. The entire balance of cash for the Group of $33,800,104 (2018: $9,550,585) is subject to interest rate risk. The
floating interest rates fluctuate during the period depending on current working capital requirements. The weighted average
interest rate received on cash by the Group was 0.95% (2018: 1.30%).
Sensitivity analysis
At 31 December 2019, if interest rates had changed by -/+ 80 basis points from the weighted average rate for the period
with all other variables held constant, post-tax loss for the Group would have been $270,401 higher/lower (2018: $76,405
higher/lower) as a result of lower/higher interest income from cash and cash equivalents and changes in the fair value of
loans.
(b) Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash
and marketable securities are available to meet the current and future commitments of the Group. Due to the nature of the
Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary
source of funding being equity raisings.
The Board of Directors constantly monitors the state of equity markets in conjunction with the Group’s current and future
funding requirements, with a view to initiating appropriate capital raisings as required.
The financial liabilities of the Group are confined to trade and other payables as disclosed in the Consolidated Statement
of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.
DANAKALI LIMITED ABN 56 097 904 302
52
DANAKALI LIMITED ABN 56 097 904 302
Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2019:
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
15,204,815
15,204,815
281,804
15,204,815
281,804
281,804
-
-
11,794,757
11,794,757
11,794,757
-
-
-
-
-
Carrying Value
Fair Value
$
$
281,804
281,804
281,804
281,804
15,204,815
15,204,815
15,204,815
15,204,815
15,486,619
15,486,619
11,794,757
11,794,757
11,794,757
11,794,757
11,794,757
11,794,757
-
-
-
-
-
-
-
-
53
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
This note presents information about exposures to the above risks, the objectives, policies and processes for measuring
(c) Credit risk
73
and managing risk, and the management of capital.
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the entity’s functional currency and net investments in foreign operations. The Group has not formalised
a foreign currency risk management policy however, it monitors its foreign currency expenditure in light of exchange rate
movements. The international operations are at the start-up stage and there is limited exposure at the reporting date to
assets and liabilities denominated in foreign currencies.
The loan receivable of $15,204,815 (2018: $9,283,670) to Colluli Mining Share Company is denominated in US Dollars.
As at 31 December 2019, the Group held $30,659,500 (2018: $132) of cash and term deposits denominated in US Dollars.
Included within trade and other payables are $2,836,192 (2018: nil) trade payables and $7,520,545 (2018: nil) accrued
expenses denominated in US Dollars.
The following table demonstrates the sensitivity to a reasonably possible change in US Dollar exchange rates, with all
other variables held constant. A strengthening of the Australian Dollar rate results in an increased loss before tax. The
Group’s exposure to foreign currency changes for all other currencies is not material.
Change in
USD Rate
Effect on Loss
before tax
%
+5%
-5%
+5%
-5%
$
(1,775,379)
1,775,379
(464,183)
464,183
Year to 31 December 2019
Year to 31 December 2018
(ii) Interest rate risk
Sensitivity analysis
loans.
(b) Liquidity risk
The Group is exposed to movements in market interest rates on cash. The Group’s policy is to monitor the interest rate
yield curve out to six months to ensure a balance is maintained between the liquidity of cash assets and the interest rate
return. The entire balance of cash for the Group of $33,800,104 (2018: $9,550,585) is subject to interest rate risk. The
floating interest rates fluctuate during the period depending on current working capital requirements. The weighted average
interest rate received on cash by the Group was 0.95% (2018: 1.30%).
At 31 December 2019, if interest rates had changed by -/+ 80 basis points from the weighted average rate for the period
with all other variables held constant, post-tax loss for the Group would have been $270,401 higher/lower (2018: $76,405
higher/lower) as a result of lower/higher interest income from cash and cash equivalents and changes in the fair value of
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash
and marketable securities are available to meet the current and future commitments of the Group. Due to the nature of the
Group’s activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary
source of funding being equity raisings.
The Board of Directors constantly monitors the state of equity markets in conjunction with the Group’s current and future
funding requirements, with a view to initiating appropriate capital raisings as required.
The financial liabilities of the Group are confined to trade and other payables as disclosed in the Consolidated Statement
of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.
The Group’s significant concentration of credit risk is cash, which is held with a major Australian bank with AA3 credit
rating, accordingly the credit risk exposure is minimal. The maximum exposure to credit risk at balance date is the carrying
amount of cash and receivables as disclosed in the Consolidated Statement of Financial Position and Notes to the
Consolidated Financial Statements.
Other than the loan to Colluli Mining Share Company which is carried at fair value, the Group does not presently have any
material debtors. A formal credit risk management policy is not maintained in respect of debtors.
(d) Fair values
Set out below is an overview of financial instruments, other than cash at bank and on hand and short-term deposits, held
by the group as at 31 December 2019:
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Fair value
through profit and
loss
$
through other
comprehensive
income
$
At amortised cost
$
281,804
281,804
-
-
-
-
15,204,815
15,204,815
281,804
15,204,815
11,794,757
11,794,757
11,794,757
-
-
-
-
-
-
-
-
-
-
-
Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2019:
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Carrying Value
$
Fair Value
$
281,804
281,804
281,804
281,804
15,204,815
15,204,815
15,204,815
15,204,815
15,486,619
15,486,619
11,794,757
11,794,757
11,794,757
11,794,757
11,794,757
11,794,757
DANAKALI LIMITED ABN 56 097 904 302
52
DANAKALI LIMITED ABN 56 097 904 302
53
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT74
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the group as at 31
December 2018:
21. COMMITMENTS
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Fair value
through profit and
loss
$
through other
comprehensive
income
$
At amortised cost
$
108,477
108,477
-
-
108,477
223,854
223,854
223,854
-
-
9,283,670
9,283,670
9,283,670
-
-
-
-
-
-
-
-
-
-
-
Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2018:
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Carrying Value
$
Fair Value
$
108,477
108,477
9,283,670
9,283,670
108,477
108,477
9,283,670
9,283,670
9,392,147
9,392,147
223,854
223,854
223,854
223,854
223,854
223,854
The current receivables carrying values and payables carrying values approximates fair values due to the short-term
maturities of these instruments.
The fair value of the long-term receivable was determined by discounting future cashflows using a current market interest
rate of 21% which incorporates an appropriate adjustment for credit risk (2018: 25%). The timing of cash receipts has
been adjusted according to management’s best estimate and it is currently estimated that receipts commence in the June
2024 quarter. The fair value measurement for 2019 and 2018 is categorised as Level 3 in the fair value hierarchy as the
estimated market interest rate is an unobserved input in the valuation. The fair value of the loan is sensitive to the
discount rate applied. A 50bps movement in the discount rate would change the valuation by $313,663 (2018: $209,105).
19. CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may
continue to provide returns for shareholders and benefits for other stakeholders.
Capital managed by the Board includes Shareholder equity, which was $65,625,728 (2018: $38,443,710). The focus of
the Group’s capital risk management is the current working capital position against the requirements of the Group to meet
exploration and project development programmes plus corporate overheads. The Group’s strategy is to ensure appropriate
liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as
required.
Short-term lease commitments (2018 – Operating leases
commitments):
Minimum lease payments
- within one year
-
later than one year but not later than five years
Aggregate lease expenditure contracted for at reporting date but not
recognised as liabilities
Advisory fees pursuant to contracts
Total Commitments
Operating Leases:
The minimum future payments above relate to non-cancellable leases for offices.
22. SHARE-BASED PAYMENTS
(a) Expenses arising from share-based payment transactions
Options issued to directors, employees and contractors
Performance Rights issued to directors, employees and contractors
2019
$
2018
$
13,640
-
13,640
206,104
11,667
11,667
-
-
219,744
11,667
2019
$
-
486,427
243,669
730,096
2018
$
275,443
31,894
(216,080)
91,257
There were no shares issued to advisors during the current year.
During the prior year, the Company issued a total of 364,620 shares to advisors in consideration for services rendered
(refer note 13(b)). The share-based payment expense recorded in respect of these shares was determined in reference
to the prevailing market value of the shares at time of issue.
The Group provides benefits to employees (including directors), contractors and consultants of the Group in the form of
share-based payment transactions, whereby employees, contractors and consultants render services in exchange for
options to acquire ordinary shares.
Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share
of the Company with full dividend and voting rights. Set out below is a summary of the options granted (being those the
subject of share-based payments).
2019
2018
Number of
Weighted average
Number of
Weighted average
options
exercise price
options
exercise price
Outstanding at the beginning of the year
Granted
Exercised
Lapsed / expired
Outstanding at end of the year
Exercisable at end of the year
3,490,000
4,619,855
(1,150,000)
(955,743)
6,004,112
1,940,000
$0.811
$1.077
$0.555
$1.001
$1.035
$0.933
8,739,000
500,000
(5,649,000)
(100,000)
3,490,000
2,990,000
$0.591
$0.912
$0.483
$0.558
$0.811
$0.794
Shares
(b) Shares
(c) Options
20. CONTINGENCIES
There are no material contingent liabilities or contingent assets of the Group at balance date.
DANAKALI LIMITED ABN 56 097 904 302
54
DANAKALI LIMITED ABN 56 097 904 302
55
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTFinancial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
Financial Assets:
Receivables
Total current
Receivable
Total non-current
Total Assets
Financial liabilities:
Trade and other payables
Total current
Total Liabilities
maturities of these instruments.
75
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the group as at 31
21. COMMITMENTS
December 2018:
Fair value
through profit and
comprehensive
through other
At amortised cost
$
loss
$
income
$
108,477
108,477
-
-
108,477
223,854
223,854
223,854
9,283,670
9,283,670
9,283,670
-
-
-
-
-
-
-
-
-
-
-
-
-
Short-term lease commitments (2018 – Operating leases
commitments):
Minimum lease payments
- within one year
-
Aggregate lease expenditure contracted for at reporting date but not
recognised as liabilities
later than one year but not later than five years
2019
$
2018
$
13,640
-
13,640
11,667
-
11,667
Advisory fees pursuant to contracts
206,104
-
Total Commitments
Operating Leases:
The minimum future payments above relate to non-cancellable leases for offices.
22. SHARE-BASED PAYMENTS
(a) Expenses arising from share-based payment transactions
219,744
11,667
Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2018:
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Carrying Value
Fair Value
$
$
108,477
108,477
9,283,670
9,283,670
108,477
108,477
9,283,670
9,283,670
9,392,147
9,392,147
223,854
223,854
223,854
223,854
223,854
223,854
Shares
Options issued to directors, employees and contractors
Performance Rights issued to directors, employees and contractors
(b) Shares
There were no shares issued to advisors during the current year.
2019
$
-
486,427
243,669
730,096
2018
$
275,443
31,894
(216,080)
91,257
During the prior year, the Company issued a total of 364,620 shares to advisors in consideration for services rendered
(refer note 13(b)). The share-based payment expense recorded in respect of these shares was determined in reference
to the prevailing market value of the shares at time of issue.
(c) Options
The Group provides benefits to employees (including directors), contractors and consultants of the Group in the form of
share-based payment transactions, whereby employees, contractors and consultants render services in exchange for
options to acquire ordinary shares.
Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share
of the Company with full dividend and voting rights. Set out below is a summary of the options granted (being those the
subject of share-based payments).
Outstanding at the beginning of the year
Granted
Exercised
Lapsed / expired
Outstanding at end of the year
Exercisable at end of the year
2019
2018
Number of
options
3,490,000
4,619,855
(1,150,000)
(955,743)
6,004,112
1,940,000
Weighted average
exercise price
$0.811
$1.077
$0.555
$1.001
$1.035
$0.933
Number of
options
8,739,000
500,000
(5,649,000)
(100,000)
3,490,000
2,990,000
Weighted average
exercise price
$0.591
$0.912
$0.483
$0.558
$0.811
$0.794
54
DANAKALI LIMITED ABN 56 097 904 302
55
The current receivables carrying values and payables carrying values approximates fair values due to the short-term
The fair value of the long-term receivable was determined by discounting future cashflows using a current market interest
rate of 21% which incorporates an appropriate adjustment for credit risk (2018: 25%). The timing of cash receipts has
been adjusted according to management’s best estimate and it is currently estimated that receipts commence in the June
2024 quarter. The fair value measurement for 2019 and 2018 is categorised as Level 3 in the fair value hierarchy as the
estimated market interest rate is an unobserved input in the valuation. The fair value of the loan is sensitive to the
discount rate applied. A 50bps movement in the discount rate would change the valuation by $313,663 (2018: $209,105).
19. CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may
continue to provide returns for shareholders and benefits for other stakeholders.
Capital managed by the Board includes Shareholder equity, which was $65,625,728 (2018: $38,443,710). The focus of
the Group’s capital risk management is the current working capital position against the requirements of the Group to meet
exploration and project development programmes plus corporate overheads. The Group’s strategy is to ensure appropriate
liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as
required.
20. CONTINGENCIES
There are no material contingent liabilities or contingent assets of the Group at balance date.
DANAKALI LIMITED ABN 56 097 904 302
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT76
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Movements within specific classes of unlisted options (being those the subject of share-based payments) during the year
is as follows:
(d) Performance Rights
Exercised
Lapsed /
Expired
(400,000)
-
(555,743)
-
-
-
-
(900,000)
(250,000)
-
-
-
-
-
-
-
-
Closing
balance
31 Dec 2019
-
-
-
-
- 1,440,000 (i)
-
500,000 (i)
1,168,272
301,040
583,000
561,800
1,450,000
Unlisted Options - Class
Exercise price $0.558 expiry date 08/08/2019
Exercise price $0.543 expiry date 07/10/2019
Exercise price $0.940 expiry date 19/05/2020
Exercise price $0.960 expiry date 20/06/2019
Exercise price $0.912 expiry date 11/05/2020
Exercise price $1.031 expiry date 24/01/2022
Exercise price $1.031 expiry date 24/01/2022
Exercise price $1.108 expiry date 13/03/2022
Exercise price $1.119 expiry date 28/03/2022
Exercise price $1.114 expiry date 30/05/2022
Granted
Opening
balance
31 Dec 2018
-
900,000
-
250,000
-
1,440,000
-
400,000
-
500,000
-
1,724,015
- 301,040 (ii)
583,000
-
561,800
-
1,450,000
-
The Company has a Performance Rights Plan which was re-approved at the annual general meeting of the Company
held 17 November 2014. The purpose of the Plan is to provide recognition to employees and advisors of the Company
and its subsidiaries for their continued and ongoing support of the Company.
Movements in the number of performance rights on issue during the year is as follows:
Performance Rights - Class
Granted
Vested
Cancelled
1 Includes 25,000 performance rights in respect of which the performance hurdle had been met 23 December 2019. Issue
of shares following conversion occurred 13 January 2020.
2 Includes 50,000 performance rights in respect of which the performance hurdle had been met 3 December 2019. Issue
of shares following conversion occurred 13 January 2020.
3 Includes 100,000 performance rights in respect of which the performance hurdle had been met 20 December 2019. Issue
of shares following conversion occurred 28 January 2020.
4 The fair value of performance rights is determined by the share price at the date of grant. The share price at the on date
of grant of the Class 9 performance rights of 30 May 2019 was $0.75 per share.
Movements in the number of performance rights during the prior year is as follows:
Opening
balance
31 Dec 2018
280,000
800,000
100,000
40,000
30,000
65,000
Opening
balance
31 Dec 2017
308,000
800,000
100,000
50,000
50,000
100,000
1,408,000
Closing
balance
31 Dec 2019
280,000
800,000
100,000
-
-
15,000
900,000
(40,000)1
(50,000)2
(30,000)
- 1,000,0004
(100,000)3
1,315,000
1,000,000
(190,000)
(30,000)
2,095,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(28,000)
Closing
balance
31 Dec 2018
280,000
800,000
100,000
40,000
30,000
65,000
(28,000)
1,315,000
(10,000)
(20,000)
(35,000)
(65,000)
Under the Performance Rights Plan, shares are issued in the future subject, to the performance-based vesting conditions
being met. The 2,095,000 Performance Rights on issue at 31 December 2019 are subject to the following performance
280,000 upon completion of securing finance for the development of the Colluli Potash Project.
800,000 upon commencement of construction of the production facility.
20,000 upon commencement of the first development work on the ground at the Colluli site within 1 week of the
scheduled development time;
contractual requirements).
60,000 upon 6-month construction mark if safety, costs and schedule are all on target; and
20,000 upon completion of commissioning and completion of performance testing (performance testing to meet
5,000 on completion of an approval and issued CSR report befitting an ASX200 company prior to the London listing;
10,000 on finalising broker mandates which support the equity capital market strategy.
Class 1
Class 4
Class 5
Class 6
Class 7
Class 8
Class 9
Class 1
Class 4
Class 5
Class 6
Class 7
Class 8
conditions:
Class 1:
Class 4:
Class 5:
Class 8:
and
•
•
•
•
•
•
•
3,490,000 (iii)
4,619,855
(1,150,000)
(955,743)
6,004,112
(i) Vested options.
(ii) Options issued following receipt of shareholder approval at the 2019 AGM held on 27 May 2019.
(iii) The number of unlisted options on issue at 31 December 2018 is 2,990,000 (as detailed at note 13(d)). This table
includes reference to an additional 500,000 unlisted options (being the Director Options as referred to below), the issue
which was approved by shareholders at the AGM held on 27 May 2019.
Remaining contractual life
The weighted average remaining contractual life of share options outstanding at the end of the period was 2.82 years
(31 December 2018: 0.97 years), with exercise prices ranging from $0.94 to $1.119.
Options granted during the year
Performance Rights - Class
Granted
Vested
Cancelled
A summary of options granted during the year ended 31 December 2019 is included in the following table. The weighted
average fair value of the options granted during the year ended 31 December 2019 was $0.105. The value was calculated
by using the Black &Scholes Option Pricing Model applying the following inputs, to produce the fair value per option:
Number
of Options
1,724,015
301,040
583,000
561,800
1,450,000
Grant
Date
24/01/2019
27/05/2019
13/03/2019
28/03/2019
30/05/2019
Expiry Date
24/01/2022
24/01/2022
13/03/2022
28/03/2022
30/05/2022
Fair Value
per Option
$0.152
$0.124
$0.161
$0.152
$0.130
Exercise
Price
$1.031
$1.031
$1.108
$1.119
$1.114
Share Price
at
Grant Date
$0.735
$0.730
$0.795
$0.780
$0.750
Risk Free
Interest Rate
1.78%
1.21%
1.53%
1.53%
1.21%
Estimated
Volatility
44.49%
42.71%
43.92%
43.94%
42.76%
A summary of options granted during the year ended 31 December 2018 is included in the following table. The weighted
average fair value of the options granted during the year ended 31 December 2018 was $0.105. The value was calculated
by using the Black &Scholes Option Pricing Model applying the following inputs, to produce the fair value per option:
Number
of Options
500,000
Fair Value
per Option
$0.105
¹ Options issued following receipt of shareholder approval
Grant
Date
27/05/2019¹
Expiry Date
11/05/2020
Exercise
Price
$0.912
Share Price
at
Grant Date
$0.740
Risk Free
Interest
Rate
1.95%
Estimated
Volatility
45.17%
Historical volatility has been used as the basis for determining expected share price volatility as it assumed that this is
indicative of future trends, which may not eventuate. The life of the options is based on historical exercise patterns, which
may not eventuate in the future.
DANAKALI LIMITED ABN 56 097 904 302
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DANAKALI LIMITED ABN 56 097 904 302
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DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTGranted
Vested
Cancelled
-
-
-
-
-
-
- 1,000,0004
1,000,000
Opening
balance
31 Dec 2018
280,000
800,000
100,000
40,000
30,000
65,000
Closing
balance
31 Dec 2019
280,000
800,000
100,000
-
-
15,000
900,000
2,095,000
-
-
-
(40,000)1
-
(50,000)2
(100,000)3
(190,000)
-
-
-
-
(30,000)
-
-
(30,000)
Performance Rights - Class
Class 1
Class 4
Class 5
Class 6
Class 7
Class 8
Class 9
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Movements within specific classes of unlisted options (being those the subject of share-based payments) during the year
(d) Performance Rights
The Company has a Performance Rights Plan which was re-approved at the annual general meeting of the Company
held 17 November 2014. The purpose of the Plan is to provide recognition to employees and advisors of the Company
and its subsidiaries for their continued and ongoing support of the Company.
Movements in the number of performance rights on issue during the year is as follows:
77
is as follows:
Unlisted Options - Class
Granted
Exercised
Exercise price $0.558 expiry date 08/08/2019
Exercise price $0.543 expiry date 07/10/2019
Exercise price $0.940 expiry date 19/05/2020
1,440,000
Exercise price $0.960 expiry date 20/06/2019
Exercise price $0.912 expiry date 11/05/2020
Exercise price $1.031 expiry date 24/01/2022
Exercise price $1.031 expiry date 24/01/2022
Exercise price $1.108 expiry date 13/03/2022
Exercise price $1.119 expiry date 28/03/2022
Exercise price $1.114 expiry date 30/05/2022
(i) Vested options.
Opening
balance
31 Dec 2018
900,000
250,000
400,000
500,000
(900,000)
(250,000)
-
-
-
-
-
Lapsed /
Expired
Closing
balance
31 Dec 2019
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,440,000 (i)
(400,000)
(555,743)
1,168,272
500,000 (i)
301,040
583,000
561,800
1,450,000
1,724,015
- 301,040 (ii)
583,000
561,800
1,450,000
-
-
-
-
3,490,000 (iii)
4,619,855
(1,150,000)
(955,743)
6,004,112
(ii) Options issued following receipt of shareholder approval at the 2019 AGM held on 27 May 2019.
(iii) The number of unlisted options on issue at 31 December 2018 is 2,990,000 (as detailed at note 13(d)). This table
includes reference to an additional 500,000 unlisted options (being the Director Options as referred to below), the issue
which was approved by shareholders at the AGM held on 27 May 2019.
Remaining contractual life
The weighted average remaining contractual life of share options outstanding at the end of the period was 2.82 years
(31 December 2018: 0.97 years), with exercise prices ranging from $0.94 to $1.119.
A summary of options granted during the year ended 31 December 2019 is included in the following table. The weighted
average fair value of the options granted during the year ended 31 December 2019 was $0.105. The value was calculated
by using the Black &Scholes Option Pricing Model applying the following inputs, to produce the fair value per option:
Number
of Options
Grant
Date
Fair Value
Exercise
at
Risk Free
Estimated
Expiry Date
per Option
Grant Date
Interest Rate
Volatility
1,724,015
24/01/2019
24/01/2022
301,040
583,000
561,800
27/05/2019
24/01/2022
13/03/2019
13/03/2022
28/03/2019
28/03/2022
1,450,000
30/05/2019
30/05/2022
$0.152
$0.124
$0.161
$0.152
$0.130
Share Price
Price
$1.031
$1.031
$1.108
$1.119
$1.114
$0.735
$0.730
$0.795
$0.780
$0.750
1.78%
1.21%
1.53%
1.53%
1.21%
44.49%
42.71%
43.92%
43.94%
42.76%
A summary of options granted during the year ended 31 December 2018 is included in the following table. The weighted
average fair value of the options granted during the year ended 31 December 2018 was $0.105. The value was calculated
by using the Black &Scholes Option Pricing Model applying the following inputs, to produce the fair value per option:
Number
of Options
Grant
Date
Expiry Date
Fair Value
per Option
500,000
27/05/2019¹
11/05/2020
$0.105
¹ Options issued following receipt of shareholder approval
Share Price
Risk Free
Exercise
Price
$0.912
at
Grant Date
$0.740
Interest
Estimated
Rate
1.95%
Volatility
45.17%
Historical volatility has been used as the basis for determining expected share price volatility as it assumed that this is
indicative of future trends, which may not eventuate. The life of the options is based on historical exercise patterns, which
may not eventuate in the future.
1 Includes 25,000 performance rights in respect of which the performance hurdle had been met 23 December 2019. Issue
of shares following conversion occurred 13 January 2020.
2 Includes 50,000 performance rights in respect of which the performance hurdle had been met 3 December 2019. Issue
of shares following conversion occurred 13 January 2020.
3 Includes 100,000 performance rights in respect of which the performance hurdle had been met 20 December 2019. Issue
of shares following conversion occurred 28 January 2020.
4 The fair value of performance rights is determined by the share price at the date of grant. The share price at the on date
of grant of the Class 9 performance rights of 30 May 2019 was $0.75 per share.
Movements in the number of performance rights during the prior year is as follows:
Options granted during the year
Performance Rights - Class
Class 1
Class 4
Class 5
Class 6
Class 7
Class 8
Opening
balance
31 Dec 2017
308,000
800,000
100,000
50,000
50,000
100,000
1,408,000
Granted
Vested
Cancelled
-
-
-
-
-
-
-
-
-
-
(10,000)
(20,000)
(35,000)
(65,000)
(28,000)
-
-
-
-
-
(28,000)
Closing
balance
31 Dec 2018
280,000
800,000
100,000
40,000
30,000
65,000
1,315,000
Under the Performance Rights Plan, shares are issued in the future subject, to the performance-based vesting conditions
being met. The 2,095,000 Performance Rights on issue at 31 December 2019 are subject to the following performance
conditions:
Class 1:
•
280,000 upon completion of securing finance for the development of the Colluli Potash Project.
Class 4:
•
800,000 upon commencement of construction of the production facility.
Class 5:
•
•
•
20,000 upon commencement of the first development work on the ground at the Colluli site within 1 week of the
scheduled development time;
60,000 upon 6-month construction mark if safety, costs and schedule are all on target; and
20,000 upon completion of commissioning and completion of performance testing (performance testing to meet
contractual requirements).
Class 8:
•
•
5,000 on completion of an approval and issued CSR report befitting an ASX200 company prior to the London listing;
and
10,000 on finalising broker mandates which support the equity capital market strategy.
DANAKALI LIMITED ABN 56 097 904 302
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DANAKALI LIMITED ABN 56 097 904 302
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1,315,000
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT78
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Class 9:
•
•
•
300,000 when construction at Colluli is considered to be 50% complete provided construction is materially on time
and on budget and Danakali are meeting safety standards;
500,000 when CMSC commences commercial production at Colluli provided this is materially on time and on
budget, meeting safety and product quality standards; and
100,000 when CMSC have shipped and been paid for 100,000t of SOP provided this occurs materially on time,
meeting safety and product quality standards.
Subject to achievement of either one of these performance conditions, one share will be issued for each Performance
Right that has vested.
23. RELATED PARTY TRANSACTIONS
(a) Parent entity
The ultimate parent entity within the Group is Danakali Limited.
(b) Subsidiary
Interests in the subsidiary is set out in note 25.
(c) Investment in Joint Venture
Transactions with Colluli Mining Share Company are set out in note 8 and note 10 of this report.
(d) Key management personnel compensation
Short-term benefits
Post-employment and long-term benefits
Share-based payments
2019
$
1,179,495
72,961
434,056
1,686,512
2018
$
1,113,484
52,702
24,581
1,190,767
(e) Transactions with directors, director related entities and other related parties
There were no material related party transactions.
24. REMUNERATION OF AUDITORS
During the year, the following fees were paid or payable for services provided by the auditor of the Company, its related
practices and non-related audit firms:
Assurance related
Tax compliance services
Fees for other services (LSE listing)
25. SUBSIDIARY
2019
$
54,393
22,073
-
76,466
2018
$
44,837
55,973
123,332
224,142
Interest in subsidiary
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance
with the accounting policy:
Name
STB Eritrea Pty Ltd
Principal Activities
Investment in
Potash Exploration
Country of
Incorporation
Class of
Shares
Australia
Ordinary
2019
%
100
2018
%
100
Equity Holding
The proportion of ownership interest is equal to the proportion of voting power held.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
26. PARENT ENTITY INFORMATION
The following information relates to the parent entity, Danakali Limited. The information presented here has been prepared
using accounting policies consistent with those presented in note 2.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Accumulated losses
Total equity
Loss for the year
27. DIVIDENDS
Issued capital
Share-based payments reserve
Total Comprehensive loss for the year
2019
$
34,351,786
20,461,260
54,813,046
11,875,379
45,229
11,920,608
42,892,438
109,194,951
11,962,020
(78,264,533)
42,892,438
(25,900,207)
(25,900,207)
2018
$
9,676,536
29,136,115
38,812,651
310,034
58,903
368,937
38,443,714
79,576,117
11,231,923
(52,364,326)
38,443,714
(6,070,468)
(6,070,468)
No dividends were paid during the financial period. No recommendation for payment of dividends has been made.
28. EVENTS OCCURRING AFTER THE BALANCE DATE
Non-adjusting event (s) after the balance sheet date
Subsequent to year end, in response to the Coronavirus (COVID-19) pandemic, Danakali has taken a range of steps to
minimise the risks to its people and its operations. Despite COVID-19 disruption, the Company remains committed to
development of the Colluli Project.
As a non-adjusting subsequent event, the COVID-19 disruption has not had any impact on the carrying value of the group’s
investment in and receivable from CMSC as at 31 December 2019.
Danakali is continuing to monitor the situation and adjust its continuity measures as the situation evolves. The Company
continues to assess the potential short and long term impacts.
The duration and intensity of this global health crisis and related disruptions is uncertain. As at the date of this report given
the fluid and evolving nature of COVID-19, the Company is unable to assess the impact COVID-19 may have on the
group’s ability to raise additional capital to continue with the development as required or the future carrying value of the
group’s investment in and receivable from CMSC.
AFC Tranche 2
In light of the rapid spread of COVID-19 and its significant impact on global financial markets, Tranche 2 of AFC’s equity
funding will be deferred to allow for the stabilisation of market and global conditions. Prior to the advance of Tranche 2
AFC requires satisfaction of certain Tranche 2 conditions precedent relating to CMSC’s debt financing and execution of
certain documents ancillary to that debt financing, in addition to the senior debt agreements already executed.
The deferment of Tranche 2 will allow the parties to work through satisfying many of the remaining conditions precedent
to Danakali’s debt financing, and give Danakali additional time to reassess its overall funding strategy and review a range
of options appropriate to the Project’s funding requirements beyond the completion of EPCM Phases 1 and 2. Danakali
and AFC are working in good faith to agree the extent of AFC’s requirements, which of these documents require execution
before Tranche 2 is advanced and a realistic timeframe for satisfaction of these requirements if that is beyond the existing
deadline for satisfaction of the Tranche 2 conditions which is 2 June 2020. Approval of Danakali’s shareholders remains a
further condition precedent.
Movements in Securities
On 13 January 2020, the Company issued 75,000 fully paid ordinary shares on the vesting of performance rights.
On 28 January 2020, the Company issued 100,000 fully paid ordinary shares on the vesting of performance rights.
On 14 February 2020, 15,000 performance rights lapsed and were cancelled in accordance with the terms of issue.
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may
DANAKALI LIMITED ABN 56 097 904 302
58
DANAKALI LIMITED ABN 56 097 904 302
59
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTNotes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
Class 9:
•
•
•
300,000 when construction at Colluli is considered to be 50% complete provided construction is materially on time
and on budget and Danakali are meeting safety standards;
500,000 when CMSC commences commercial production at Colluli provided this is materially on time and on
budget, meeting safety and product quality standards; and
100,000 when CMSC have shipped and been paid for 100,000t of SOP provided this occurs materially on time,
meeting safety and product quality standards.
Subject to achievement of either one of these performance conditions, one share will be issued for each Performance
Right that has vested.
23. RELATED PARTY TRANSACTIONS
The ultimate parent entity within the Group is Danakali Limited.
(a) Parent entity
(b) Subsidiary
Interests in the subsidiary is set out in note 25.
(c) Investment in Joint Venture
Transactions with Colluli Mining Share Company are set out in note 8 and note 10 of this report.
(d) Key management personnel compensation
(e) Transactions with directors, director related entities and other related parties
There were no material related party transactions.
24. REMUNERATION OF AUDITORS
During the year, the following fees were paid or payable for services provided by the auditor of the Company, its related
practices and non-related audit firms:
2019
$
1,179,495
72,961
434,056
1,686,512
2018
$
1,113,484
52,702
24,581
1,190,767
2019
$
54,393
22,073
-
76,466
2018
$
44,837
55,973
123,332
224,142
Short-term benefits
Post-employment and long-term benefits
Share-based payments
Assurance related
Tax compliance services
Fees for other services (LSE listing)
25. SUBSIDIARY
Interest in subsidiary
with the accounting policy:
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance
Name
Principal Activities
Incorporation
STB Eritrea Pty Ltd
Investment in
Potash Exploration
Country of
Class of
Shares
Australia
Ordinary
2019
%
100
2018
%
100
Equity Holding
The proportion of ownership interest is equal to the proportion of voting power held.
DANAKALI LIMITED ABN 56 097 904 302
58
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2019
26. PARENT ENTITY INFORMATION
The following information relates to the parent entity, Danakali Limited. The information presented here has been prepared
using accounting policies consistent with those presented in note 2.
79
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net Assets
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
Loss for the year
Total Comprehensive loss for the year
27. DIVIDENDS
2019
$
34,351,786
20,461,260
54,813,046
11,875,379
45,229
11,920,608
42,892,438
109,194,951
11,962,020
(78,264,533)
42,892,438
(25,900,207)
(25,900,207)
2018
$
9,676,536
29,136,115
38,812,651
310,034
58,903
368,937
38,443,714
79,576,117
11,231,923
(52,364,326)
38,443,714
(6,070,468)
(6,070,468)
No dividends were paid during the financial period. No recommendation for payment of dividends has been made.
28. EVENTS OCCURRING AFTER THE BALANCE DATE
Non-adjusting event (s) after the balance sheet date
Subsequent to year end, in response to the Coronavirus (COVID-19) pandemic, Danakali has taken a range of steps to
minimise the risks to its people and its operations. Despite COVID-19 disruption, the Company remains committed to
development of the Colluli Project.
As a non-adjusting subsequent event, the COVID-19 disruption has not had any impact on the carrying value of the group’s
investment in and receivable from CMSC as at 31 December 2019.
Danakali is continuing to monitor the situation and adjust its continuity measures as the situation evolves. The Company
continues to assess the potential short and long term impacts.
The duration and intensity of this global health crisis and related disruptions is uncertain. As at the date of this report given
the fluid and evolving nature of COVID-19, the Company is unable to assess the impact COVID-19 may have on the
group’s ability to raise additional capital to continue with the development as required or the future carrying value of the
group’s investment in and receivable from CMSC.
AFC Tranche 2
In light of the rapid spread of COVID-19 and its significant impact on global financial markets, Tranche 2 of AFC’s equity
funding will be deferred to allow for the stabilisation of market and global conditions. Prior to the advance of Tranche 2
AFC requires satisfaction of certain Tranche 2 conditions precedent relating to CMSC’s debt financing and execution of
certain documents ancillary to that debt financing, in addition to the senior debt agreements already executed.
The deferment of Tranche 2 will allow the parties to work through satisfying many of the remaining conditions precedent
to Danakali’s debt financing, and give Danakali additional time to reassess its overall funding strategy and review a range
of options appropriate to the Project’s funding requirements beyond the completion of EPCM Phases 1 and 2. Danakali
and AFC are working in good faith to agree the extent of AFC’s requirements, which of these documents require execution
before Tranche 2 is advanced and a realistic timeframe for satisfaction of these requirements if that is beyond the existing
deadline for satisfaction of the Tranche 2 conditions which is 2 June 2020. Approval of Danakali’s shareholders remains a
further condition precedent.
Movements in Securities
On 13 January 2020, the Company issued 75,000 fully paid ordinary shares on the vesting of performance rights.
On 28 January 2020, the Company issued 100,000 fully paid ordinary shares on the vesting of performance rights.
Notes to the Consolidated Financial Statements
On 14 February 2020, 15,000 performance rights lapsed and were cancelled in accordance with the terms of issue.
FOR THE YEAR ENDED 31 DECEMBER 2019
No other matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial years.
DANAKALI LIMITED ABN 56 097 904 302
59
DANAKALI LIMITED ABN 56 097 904 302
60
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT80
Directors’ Declaration
In the Directors’ opinion:
(a)
the financial statements and notes of Danakali Limited for the financial year ended 31 December 2019 are in
accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the Group’s financial position as at 31 December 2019 and of its performance for
the year ended on that date;
(b)
(c)
the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note
2;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable subject to achieving the matters set out in note 2(c); and
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Seamus Cornelius
NON-EXECUTIVE CHAIRMAN
Perth, 31 March 2020
DANAKALI LIMITED ABN 56 097 904 302
61
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORTDirectors’ Declaration
In the Directors’ opinion:
reporting requirements; and
the year ended on that date;
(a)
the financial statements and notes of Danakali Limited for the financial year ended 31 December 2019 are in
accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
(b)
the financial statements and notes also comply with International Financial Reporting Standards as disclosed in note
2;
(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 subject to achieving the matters set out in note 2(c); and
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Seamus Cornelius
NON-EXECUTIVE CHAIRMAN
Perth, 31 March 2020
81
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
(ii) giving a true and fair view of the Group’s financial position as at 31 December 2019 and of its performance for
Independent auditor’s report to the shareholders of Danakali Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Danakali Limited (the Company), including its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2019, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising
a summary of significant accounting policies and other explanatory information and the Directors’
Declaration.
In our opinion:
the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s consolidated financial position as at 31 December 2019
and of its consolidated financial performance for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations Act
2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia; and we have fulfilled our other ethical responsibilities in accordance with the
Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw attention to Note 2(c) in the financial report. The matters as set forth in Note 2(c) indicate that a
material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
DANAKALI LIMITED ABN 56 097 904 302
61
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
GB:JG:DANAKALI:052
62
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT82
Subsequent events – Impact of the Coronavirus (COVID-19) outbreak
We draw attention to Note 28 of the financial report which notes the World Health Organisation’s
declaration of the outbreak of COVID-19 as a global pandemic subsequent to 31 December 2019 and how
this has been considered by the Directors in the preparation of the financial report. As set out in Note 28,
no adjustments have been made to the financial statements as at 31 December 2019 for the impacts of
COVID-19. 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. 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 this matter. Accordingly, our audit included
the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the financial statements. The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis for our audit opinion on the accompanying
financial report.
A member firm of Ernst & Young Global Limited
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63
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT83
Accounting for the Group’s interest in Colluli Mining Share Company (“CMSC”)
Why significant
How our audit addressed the key audit matter
The group acquired an interest in Colluli Mining Share
Company (“CMSC”) at the date of CMSC’s incorporation
on 5 March 2014. This acquisition was in accordance
with the Shareholders Agreement entered into with the
Eritrean National Mining Corporation (“ENAMCO”)
which was executed in November 2013. CMSC was
incorporated in Eritrea, in accordance with the
Shareholders’ Agreement, to hold the Colluli project,
with Danakali and ENAMCO each holding 50% of the
equity.
The group’s equity investment in CMSC is accounted for
as a joint venture using the equity method. In addition
to the equity investment in CMSC, the group has a
shareholder loan receivable carried at fair value
through profit and loss. (cid:3)(cid:3)
The accounting for the interests in CMSC is significant
to our audit due to the complexity involved in
measuring both the investment in CMSC as well as the
shareholder loan receivable. Specifically, key
assumptions underpinning the measurement of the
receivable relate to the timing as to when the group
considers CMSC will have generated free cashflows
from the project to enable repayment of monies loaned
to them and an appropriate discount rate to reflect the
risk applicable to the timing and repayment of the
shareholder loan as well as the underlying credit risk.
Refer to note (2)(w)(ii) and notes 8 and 10 to the
financial report for further detail explaining the key
judgements underpinning the accounting discussed in
the two preceding paragraphs.
At 31 December 2019, the Investment in CMSC
amounted to $28.0 million (refer to Note 10 in the
financial statements) and the shareholder loan
receivable from CMSC amounted to $15.2 million (refer
to Note 8 in the financial statements).
Our procedures included the following:
► We reviewed the applicable Shareholders’
Agreement and the group’s position paper which
concluded that it is appropriate for Danakali’s
investment in CMSC to be equity accounted.
► We assessed the group’s calculations supporting
the measurement of the investment and the
shareholder loan. This calculation included the
discounting of the shareholder loan balance based
on the group’s current best estimate of when the
shareholder loan will be repaid.
► We involved our valuation specialists to assess the
assumed discount rate having regard to factors
such as the project risk, credit risk and country
risk.
► We assessed the group’s shareholder loan
repayment assumptions having regard to the
current status of the project and the group’s best
estimates of the timeline to finance, develop,
commission and produce free cashflow from the
project to repay the shareholder loan.
► We assessed the arithmetical accuracy of the
group’s calculations, including where applicable
any foreign currency translations embedded in the
measurement process.
► We performed appropriate audit procedures over
the results of CMSC and confirmed that Danakali’s
50% interest in these results were accounted for on
an equity basis in the financial statements of the
group.
► We considered whether there was any objective
evidence to suggest that Danakali’s investment in
CMSC is impaired at the balance date.
► We assessed the adequacy of the group’s
disclosures in the financial report relating to the
measurement and accounting for its investment in
and loan to CMSC.
A member firm of Ernst & Young Global Limited
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64
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT84
Information other than the financial statements and auditor’s report
The directors are responsible for the other information. The other information comprises the information
included in the Group’s 2019 Annual Report other than the financial report and our auditor’s report
thereon. We obtained the Directors’ Report that is to be included in the Annual Report, prior to the date
of this auditor’s report, and we expect to obtain the remaining sections of the Annual Report after the
date of this auditor’s report.
Our opinion on the financial report does not cover the other information and we do not and will 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 on the other information obtained prior to the date of this
auditor’s report, 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.
Directors’ responsibilities for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the Directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or
error.
In preparing the financial report, the Directors are responsible for assessing the 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 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 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
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65
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT85
As part of an audit in accordance with 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 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 in
the preparation of the financial report. We also conclude, based on the audit evidence obtained,
whether a material uncertainty exists related to events and conditions that may cast significant
doubt on the entity’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in the auditor’s report to the disclosures in the
financial report about the material uncertainty or, if such disclosures are inadequate, to modify the
opinion on the financial report. However, future events or conditions may cause an 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 consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated 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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
66
DANAKALI 2019 ANNUAL REPORTDANAKALI 2019 ANNUAL REPORT86
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the Directors' Report for the year ended 31
December 2019.
In our opinion, the Remuneration Report of Danakali Limited for the year ended 31 December 2019,
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
Gavin Buckingham
Partner
Perth
31 March 2020
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
67
All ordinary shares (whether fully paid or not) carry one vote per share without restriction. Holders of unlisted options and
Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows.
ASX Additional Information
The information is current as at 29 February 2020.
(a) Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
1
1,001
5,001
10,001
100,001
TOTAL
-
-
-
-
1,000
5,000
10,000
100,000
and over
Holders
Securities
539
724
321
584
173
219,838
1,883,300
2,449,068
19,745,967
%
0.07%
0.59%
0.77%
6.20%
294,423,133
92.37%
2,341
318,721,306
100.00%
The number of shareholders holding less than a marketable parcel was 475.
(b) Twenty largest shareholders
The names of the twenty largest holders of quoted ordinary shares are:
Listed ordinary shares
Number of shares
Percentage of
ordinary shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
AFC EQUITY INVESTMENTS LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
MR LIAM CORNELIUS
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR SEAMUS CORNELIUS
ELEMENT 25 LIMITED
BRISPOT NOMINEES PTY LTD
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