Danakali Limited
Annual Report 2022

Plain-text annual report

DANAKALI LTD ABN 56 097 904 302 AUDITED FINANCIAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 Corporate Information Directors Seamus Cornelius Paul Donaldson Zhang Jing Samaila Zubairu Taiwo Adeniji Neil Gregson (Executive Chairman) (Independent Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (Non-Executive Director) (Independent Non-Executive Director) Executive Management Greg MacPherson Rod McEachern (Chief Financial Officer) (Chief Operating Officer) Joint Company Secretary Catherine Grant Edwards Melissa Chapman Registered Office and Principal Place of Business Level 1, 2A / 300 Fitzgerald Street NORTH PERTH WA 6006 Telephone: +61 (0)8 6266 8368 Bank Bendigo Bank 80 Grenfell Street Adelaide SA 5000 Auditors Ernst and Young 11 Mounts Bay Road PERTH WA 6000 Share Register (Australia) Share Register (United Kingdom) Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace PERTH WA 6000 Telephone: 1300 850 505 (Inside Australia) Telephone: +61 (0)3 9415 4000 (Outside Australia) Facsimile: +61 (0)3 9473 2500 www.computershare.com Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol BS13 8AE, United Kingdom Telephone: +44 (0) 370 702 0003 www.computershare.com Website www.danakali.com Stock Exchange Listing Danakali Limited Shares are listed on the Australian Stock Exchange (ASX:DNK). American Depository Receipts The Bank of New York Mellon sponsors DNK's Level 1 American Depository Receipts Program (ADR) in the United States of America. DNK's ADRs are traded on the over-the-counter (OTC) securities market in the US under the symbol DNKLY and CUSIP: 23585T101. One ADR represents one ordinary share in DNK. US OTC Market information is available here: DNK's ADR information can also be viewed here: http://www.otcmarkets.com/stock/DNKLY/quote https://www.adrbnymellon.com/?cusip=23585T101 ADR Holders seeking information on their shareholding should contact: shrrelations@bnymellon.com OR LONDON Mark Lewis mark.lewis@bnymellon.com Telephone +44 207 163 7407 NEW YORK Rick Maehr richard.maehr@bnymellon.com Telephone +1 212 815 2275 DANAKALI LIMITED ABN 56 097 904 302 1 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Executive Chairman’s Letter Directors' Report Auditor’s Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Directors' Declaration Independent Auditor’s Report ASX Additional Information Page 3 4 25 26 27 28 29 30 54 55 61 DANAKALI LIMITED ABN 56 097 904 302 2 Executive Chairman’s Letter Dear fellow shareholders, This was a year of transformation for Danakali Limited. At the start of the year, we continued to look for opportunities to further fund the development of the Colluli Project, this resulted in Danakali signing a term sheet for the sale of its interest in CMSC to SRBG on 28 September 2022. This progressed to the executing of a definitive binding document for the sale of our interest in the Colluli Mining Share Company on 12 January 2023. Since then, we have worked closely with SRBG to satisfy the conditions precedent to closing the sale. We have made good progress on the CP's and appreciate the support we have received from ENAMCO and the Eritrean Ministry of Energy and Mines. All parties are working hard to complete the sale as soon as possible. Thank you for your continued support. Yours sincerely Seamus Cornelius Executive Chairman DANAKALI LIMITED ABN 56 097 904 302 3 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 2022. 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 Executive Chairman, LLB, LLM, initially appointed Non-Executive Chairman on 15 July 2013, transitioned to Executive Chairman on 14 June 2018, resumed Non-Executive Chairman role on 25 June 2019, and transitioned to Executive Chairman on 26 February 2021. Mr Cornelius has extensive experience as 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 was appointed as Non-Executive Chairman of the Company on 15 July 2013 and acted in the role of Executive Chairman from 14 June 2018 to 25 June 2019. As announced on 26 February 2021, Mr Cornelius was re-appointed as Executive Chairman. 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 and Risk Committee and a member of the Remuneration and Nomination Committee. Paul Michael Donaldson Independent Non-Executive Director, Master’s Degree - Mining Engineering, Master’s Degree - Business and Technology, BEng Chemical (Honours, University Medal), Assoc Dip. Applied Science (Metallurgy), appointed 11 October 2021 Over 30 years’ experience in senior management at BHP, Danakali and Pacific National. Mr Donaldson held a series of senior management roles spanning over 20 years with BHP Billiton where he managed large scale open-cut mining operations, headed the BHP Carbon Steel Materials Technical Marketing Team, managed the Port Hedland iron ore facility, as well as key roles in product and infrastructure planning across large scale supply chains. He also has 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. Special Responsibilities: During the year Mr Donaldson was Chairman of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee. 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. DANAKALI LIMITED ABN 56 097 904 302 4 Directors’ Report Samaila Zubairu Non-Executive Director, FCA, appointed 23 April 2020 Mr Zubairu is African Finance Corporation’s (AFC) President and Chief Executive Officer. Previously, he was the CEO of Africapital Management Limited, where he established a joint venture with Old Mutual’s African Infrastructure Investment Managers to develop a fund for infrastructure private equity across West Africa, and Chief Financial Officer for Dangote Cement Plc. Prior to that, he was the Treasurer for the Dangote Group during its transformation from a trading company to an industrial conglomerate. He has undertaken investments of over US$3 billion, financing green-field project finance, acquisitions, corporate transformation, privatisation and equity capital market transactions. Mr Zubairu is an Eisenhower Fellow and sits on the Eisenhower Fellowship’s Global Network Council and the President’s Advisory Council. He holds several non-executive board positions including being the advisory board member for KSE Africa, a leading operations and management provider of captive power plants in the mining sectors in Botswana and Nigeria. He is also a Fellow of the Institute of Chartered Accountants of Nigeria (FCA) and holds a BSc in Accounting from Ahmadu Bello University, Nigeria. Special Responsibilities: None. Taiwo Adeniji Non-Executive Director, HCIB, appointed 23 April 2020 Mr Adeniji is Senior Director for Investment Operations & Execution at AFC, where he has responsibility, amongst other things, for the institution’s investments in oil & gas, and mining projects. Taiwo has had over 26 years of post-graduate and extensive professional and managerial experience in several areas of banking and finance. He has deep knowledge and extensive experience with infrastructure and mining policy issues, as well as the analysis, evaluation and financing of infrastructure and mining projects. Mr Adeniji has supervised AFC’s investments in mining projects that spanned different products, including gold, copper, bauxite, and iron ore, as well as in different geographies, including countries in West, North and Central Africa. From 1994 to 2007, Mr Adeniji worked with the African Development Bank, focussing largely on infrastructure investments and financial sector development. Mr Adeniji’s academic background is in economics and finance. He is an Honorary Senior Member (HCIB) of the Chartered Institute of Bankers of Nigeria. Special Responsibilities: None. Neil Gregson Independent Non-Executive Director, Qualified Mining Engineer, appointed 3 August 2020 Mr Gregson is an experienced resource sector investor having spent over 30 years managing investments predominantly in mining and energy companies. Mr Gregson’s previous roles included portfolio manager in J.P. Morgan Asset Management’s Global Equities Team based in London and responsible for global natural resource mandates. Prior investment roles were with CQS Asset Management as a Senior Portfolio Manager, with a focus on the natural resource sector and Credit Suisse Asset Management as Head of Emerging Markets and related sector funds. Mr Gregson began his career holding various positions at mining companies, including a role as a mining investment analyst at South African company Gold Fields. He is a qualified mining engineer. Mr Gregson is currently a Director of Uranium Royalty Corp. (appointed 14 October 2020) and Atalaya Mining Plc (appointed 10 February 2021). Special Responsibilities: During the year Mr Gregson was Chairman of the Remuneration and Nomination Committee. DANAKALI LIMITED ABN 56 097 904 302 5 Directors’ Report 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 over 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 Paul Donaldson Neil Gregson Ordinary Shares 14,741,126 1,145,693 80,000 Options over Ordinary Shares 6,000,000 - - PRINCIPAL ACTIVITIES The principal activities of the Group during the period were to develop and advance the Colluli Potash Project (Colluli, or the Project) in Eritrea, East Africa. CORPORATE STRUCTURE Danakali Limited is a company limited by shares that is incorporated and domiciled in Australia. REVIEW OF OPERATIONS PROJECT OVERVIEW The 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 joint venture between the Eritrean National Mining Corporation (ENAMCO) and Danakali with each having 50% ownership of the joint venture company, the Colluli Mining Share Company (CMSC). CMSC is responsible for the development of the Project. The Danakil Depression is an emerging potash province, which commences in Eritrea and extends south across the border into Ethiopia. It is one of the largest unexploited potash basins globally; over 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 logistics potential. Colluli also boasts the shallowest known mineralisation globally. 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). 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 updated JORC-2012 compliant Ore Reserve estimate for Colluli at 29 January 2018 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. Due to the massive resource, Colluli has the potential to produce a diverse and high volume of products however as a start- up development, focus has been placed on the highest value commodity, SOP. Technical studies have been undertaken DANAKALI LIMITED ABN 56 097 904 302 6 Directors’ Report for the production of high-quality SOP. The final Colluli study, Front-End Engineering Design (FEED) (ASX announcement 29 January 2018), defined in initial SOP development: • Module I – 472ktpa SOP production • Module II – additional 472ktpa SOP production commencing in year 6 The above delivers a mine life of approximately 200 years, demonstrating the capacity of Colluli to further expand and support decades of growth beyond Modules I and II. FEED for Module I and II at 29 January 2018 demonstrates the robust project economics. The premium commodity combined with industry leading capital intensity and first quartile operating costs results in a Project Net Present Value (NPV10) of US$902M and Internal Rate of Return (IRR) of 29.9% (Post tax). The Danakali economic outcomes were an NPV10 of US$439M and IRR of 31.3% (Post tax and gearing). Colluli’s diversification potential beyond SOP includes the option 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 in a number of chemical processes, for de-icing, and as a feed for the production of table salt. PROJECT DISPOSAL OVERVIEW The primary activity of the company is to develop the Project, which may require the company to dispose the asset, or part of the asset, to a third-party which can fully fund the project. Due to uncontrollable external challenges, the company explored this option during the year. On 28 September 2022, the Group executed a term sheet with Sichuan Road and Bridge Co., Ltd (SRBG) to sell 100% of the Group’s shares in CMSC and the outstanding shareholders loan owed by CMSC for an amount of US$166 million pre- tax. Net of government taxes, it is expected that the cash proceeds received will be approximately US$121 million (ASX announcement 3 October 2022). On 12 January 2023, the Group executed a binding share sale agreement with SRBG per the terms above. Proceeds will be received in two tranches. Tranche 1 will be received on closing which will amount to approximately US$105 million and Tranche 2 which will approximately amount to US$16 million will be received 6 months after closing (ASX announcement 12 January 2023). The completion of the sale under the share sale agreement is subject to conditions precedent which all parties are working hard to complete as soon as possible. CORPORATE Management Changes On 1 March 2022 Gregory MacPherson was appointed Chief Financial Officer. Shares There were no new shares issued during the year. At 31 December 2022, there were a total of 368,334,346 fully paid ordinary shares on issue. Options The following unlisted options were issued during the year:  4,000,000 unlisted options at an exercise price of $0.450 each expiring 31 December 2024. The following unlisted options lapsed during the year:     1,469,312 unlisted options exercisable at $1.031 expired on 24 January 2022. 583,000 unlisted options exercisable at $1.108 expired on 13 March 2022. 561,800 unlisted options exercisable at $1.119 expired on 28 March 2022. 1,450,000 unlisted options exercisable at $1.114 expired on 30 May 2022. At 31 December 2022, there were a total of 15,200,000 unlisted options on issue at various exercise prices and expiry dates. DANAKALI LIMITED ABN 56 097 904 302 7 Directors’ Report Performance Rights A total of 2,250,000 Class 10 performance rights were issued during the year, and subsequently expired on 31 December 2022. No performance rights vested or converted to shares during the year. At 31 December 2022, there were a total of 360,000 performance rights on issue in the following classes:   280,000 Class 1 performance rights 80,000 Class 5 performance rights Annual General Meeting The Company’s annual general meeting was held on 26 May 2022 (AGM). For more information, refer to the Notice of AGM and Results available via the Company’s website. Environmental and Social Governance (ESG) 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 address its ESG agenda which is aligned with its Corporate Governance Framework. The policies developed using this framework directly support the management plans associated with the SEIA and SEMP for the Project. RESERVE AND RESOURCE OVERVIEW Colluli, which the Group has 50% interest in, has a JORC-2012 compliant resource of 1.289 billion tonnes as shown in Table 1 as at 31 December 2022. Apart from the inclusion of Kieserite (ASX announcement 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 2022 is as follows: Table 1: Colluli SOP Mineral Resource estimate as announced on 25 February 2015 Rock Unit Measured Indicated Inferred Total Tonnes Equiv. Grade (% K2O) Tonnes (Mt) 90 80 133 303 13 7 12 11 (Mt) 160 303 488 951 Equiv. Grade (% K2O) 13 8 12 11 Tonnes (Mt) 15 15 5 35 Equiv. Grade (% K2O) 9 11 12 10 Tonnes (Mt) 265 398 626 1,289 Equiv. Grade (% K2O) 12 8 12 11 Sylvinite Carnallitite Kainitite Total Table 2: Kieserite contained within the Colluli SOP Mineral Resource, by Resource Classification, as announced on 15 August 2016. Rock Unit Measured Indicated Inferred Mt 90 80 133 303 Contained Kieserite (Mt) 0 16 2 18 Mt Contained Kieserite (Mt) 0 59 7 66 160 303 488 951 Mt Contained Kieserite (Mt) 0 3 0 3 15 15 5 35 Total (Mt) 265 398 626 1,289 Sylvinite Carnallitite Kainitite Total Total Contained Kieserite (Mt) 0 78 9 87 Kieserite (%) 0.03 20 1 7 Within the JORC-2012 compliant, 1.289 billion tonnes, Mineral Resource Estimate, the JORC-2012 compliant Ore Reserve Estimate for Colluli’s potassium sulphate potash fertiliser is approximately 1.1 billion tonnes comprising 285 million tonnes of Proved and 815 million tonnes of Probable Ore Reserve and is shown below in Table 3. The Ore Reserve was updated in line with FEED outcomes (ASX announcement 19 February 2018). There have been no changes to the Mineral Resource and ore reserves since 19 February 2018. DANAKALI LIMITED ABN 56 097 904 302 8 Directors’ Report The Colluli JORC-2012 compliant Ore Reserve estimate by potash mineral as at 31 December 2022 is as follows: Table 3: JORC-2012 Colluli Potassium Sulphate Ore Reserve (announced on 29 January 2018 and 19 February 2018) Proved Probable Total Mt 77 77 K2O Equiv % 15.0% Mt 173 K2O Equiv % 12.1% 6.9% 279 7.8% Mt 250 356 K2O Equiv % K2SO4 Equiv % K2SO4 Equiv Mt1 13.0% 7.6% 131 11.8% 363 11.2% 494 11.4% Occurrence Sylvinite (KCl.NaCl) Carnallitite (KCl.MgCl2.H2O) Kainitite (KCl.MgSO4.H2O) Total 815 1 Equivalent K2SO4 (SOP) calculated by multiplying %K2O by 1.85. 11.3% 285 10.3% 1,100 10.5% 18.5 203 In addition to potassium sulphate, substantial quantities of rock salt exist. A JORC-2012 compliant Rock Salt Mineral Resource Estimate of over 300 million tonnes 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 2022, the JORC-2012 compliant Rock Salt Mineral Resource is as follows: Table 4: JORC 2012 Colluli Rock Salt Mineral Resource announced on 23 September 2015 Classification Tonnes (Mt) Measured Indicated Inferred Total SAFETY 28 180 139 347 NaCl 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 Insolubles 2.2% 2.3% 1.8% 2.1% 0.23% 0.24% 0.25% 0.24% 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. 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. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE Disposal of CMSC Interest On 12 January 2023, the Group executed a binding share sale agreement with SRBG to sell 100% of the Group’s shares in CMSC and the outstanding shareholders loan owed by CMSC for an amount of US$166 million pre-tax. Net of government taxes, it is expected that the cash proceeds received will be approximately US$121 million. This will be received in two tranches. Tranche 1 will be received on closing which will amount to approximately US$105 million and Tranche 2 which will approximately amount to US$16 million will be received 6 months after closing. On 2 March 2023, a Shareholders meeting was held to approve the above transaction. The transaction was approved by the Shareholders. The parties aim to close the transaction in the second quarter of 2023. The completion of the sale under the share sale agreement is subject to the following conditions precedent which have been satisfied subsequent to balance sheet date: Eritrean National Mining Corporation (ENAMCO) formal approval of the transaction - - Ministry of Energy and Mining approval of the extension to the Mining Licenses as required by SRBG - - Chinese government approval of the transaction SRBG Board approval of the transaction Movements in Securities Options On 31 January 2023, the Company proposed to issue:  984,681 unlisted options at an exercise price of $0 expiring 31 December 2023 to employees; and DANAKALI LIMITED ABN 56 097 904 302 9 Directors’ Report  309,166 unlisted options at an exercise price of $0 expiring 31 December 2023 to the Executive Chairman, subject to shareholder approval. These options have not yet been issued. 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. ACTIVITIES PLANNED FOR 2023 The following key activities are scheduled over the coming year: • Completion/execution of CMSC Share Sale Agreement. • Identification of new projects & growth opportunities. • Capital restructure and cash distribution to Shareholders. FINANCE REVIEW The Group recorded a net loss of $4,617,168 for the financial year to 31 December 2022 compared to a loss of $10,037,168 for the financial year to 31 December 2021. As the Group has no material revenue streams, the net profit after tax reflects the remeasurement gain on the fair value arising from the change in the loan repayment profile and foreign exchange gain on the loan receivable denominated in USD, reduced by project maintenance, development and administrative costs incurred by the Group. Total consolidated cash on hand at the end of the financial year was $14,873,027 (31 December 2021: $22,884,417). Operating activities utilised $4,815,577 (31 December 2021: $2,576,064 utilised) of net cash flows. Net cash outflow from investing activities of $3,145,085 (31 December 2021: $4,730,504) was predominantly expenditure made to advance or maintain the Project in relation to: • • • • Enhancements to the process design and Mass Balance requirements Independent review of operating costs Payment of senior lender fees related to the US$200 million of senior debt facilities on behalf of CMSC Activities related to the sale of the Project. Net cash inflow from financing activities was nil in the financial year to 31 December 2022 (31 December 2021: $18,807,947 inflow attributable to net proceeds from issue of ordinary shares). SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS 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. DIVIDENDS No dividends were paid or declared during the financial year to 31 December 2022. No recommendation for payment of dividends has been made. DIRECTORS’ MEETINGS The number of meetings of the Company’s Board of Directors and permanent Board sub-committees held during the financial year ended 31 December 2022 and the number of meetings attended by each Director were: Board of Directors Audit and Risk Committee Remuneration and Nomination Committee Total meetings held / eligible to attend Total attended Total meetings held / eligible to attend Total attended Total meetings held / eligible to attend Total attended Director S Cornelius J Zhang S Zubairu T Adeniji N Gregson P Donaldson 7 7 21 3 7 7 1 The number of meetings attended include those attended by Mr Zubairu (0) or his representative (2). 7 7 7 7 7 7 5 - - - - 5 5 - - - - 5 5 - - - 5 5 DANAKALI LIMITED ABN 56 097 904 302 4 - - - 5 5 10 Directors’ Report 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 2022: Expired, exercisable at $1.031 expiry date 24 January 2022 Expired, exercisable at $1.108, expiry date 13 March 2022 Expired, exercisable at $1.119, expiry date 28 March 2022 Expired, exercisable at $1.114, expiry date 30 May 2022 Issued, exercisable at $0.450, expiry date 31 December 2024 Share options outstanding at 31 December 2022 Movements since the financial year ended 31 December 2022: Expired, exercisable at $0.527 expiry date 29 January 2023 Expired, exercisable at $0.780, expiry date 24 March 2023 Total number of share options outstanding as at the date of this report Expiry date 8 July 2023 3 December 2023 30 July 2025 30 July 2025 31 December 2024 Exercise price $0.664 $0.501 $0.640 $0.640 $0.450 Total number of share options outstanding at the date of this report No option holder has any right under the option to participate in any share issue of the Company. No options were granted to KMP of the Company since the end of the financial year. PERFORMANCE RIGHTS Number of options 15,264,112 (1,469,312) (583,000) (561,800) (1,450,000) 4,000,000 15,200,000 (500,000) (250,000) 14,450,000 Number of options 200,000 250,000 2,000,000 8,000,000 4,000,000 14,450,000 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 2022: Issued (a) Lapsed (a) Performance rights outstanding at 31 December 2022 Movements since the financial year ended 31 December 2022: None Total number of performance rights as at the date of this report Note: Number of rights 360,000 2,250,000 (2,250,000) 360,000 - 360,000 (a) Performance rights issued on 28 March 2022 to various employees, lapsed on 31 December 2022. No performance rights holder has any right to participate in any other share issue of the Company or any other entity. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS Indemnification An indemnity agreement has been entered into with each of the directors, company secretary and Key Management Personnel 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 $376,872 (2021: $425,676) 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. DANAKALI LIMITED ABN 56 097 904 302 11 Directors’ Report 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. NON-AUDIT SERVICES There were no non-audit services provided during the year. All non-audit services provided would be subject to the corporate governance procedures adopted by the Company and would be reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and the non-audit services provided would not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards), as they would 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. CORPORATE GOVERNANCE The Company’s corporate governance statement can be found at the following URL: https://danakali.com.au/about-us/ 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 is responsible for overseeing 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. RISK MITIGATION / CONTROL Strategic Risks The Group is reliant on the success of a single asset located in a remote region in Eritrea. Any adverse event affecting the 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. The imposition of sanctions by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) against Eritrean designated entities has restricted the Group’s ability to freely work through the US financial systems. 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. Whilst 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 Groups’ values further promote the proper behaviour of its employees and contractors. On 12 January 2023, the Group executed a binding share sale agreement with SRBG to sell 100% of the Group’s shares in CMSC and the outstanding shareholders loan owed by CMSC. The company has implemented a robust process jointly with SRBG to ensure that all the conditions to the transaction are completed and executed in an agreed timeline. There is a risk that the conditions of the transaction are not achieved and the sale is not completed. The company maintains close relationships with ENAMCO and the Ministry of Energy and Mining (MoEM) in obtaining the necessary in-country support to execute the transaction. DANAKALI LIMITED ABN 56 097 904 302 12 Directors’ Report Financial Risks 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 cash outflows are closely governed and that future requirements remain adequate to continue as a going concern. 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 fund raising, the business will not be able to develop the Project and long-term cashflow will become a concern. The ability for CMSC to spend US$200 million on infrastructure and mine development and commence Commercial Production before 15 December 2022. A natural risk mitigant exists against lower SOP prices in the form of an industry cost curve, of which Colluli is expected to be in the bottom quartile. The Group continued to engage further strategic and institutional investors through its advisers and brokers. However, due to uncontrollable external factors, it became apparent that the company would not be able to fund for the Project in the available time, therefore the company explored alternate options to develop the Project, which included the possibility of disposing of the Project to a party that had the financial resources to fully develop the Project. The company has entered into a Share Sale Agreement to dispose of its interest in the company The Group continues to work closely with ENAMCO through CMSC to formalise discussions with the MOEM and our Senior Lenders on the best way to manage the development timeline and the impact of the US sanctions. The MoEM issued a confirmation letter on the 16 December 2022 which confirms that the Mining Agreement and Mining Licenses would remain valid to complete the transaction with SRBG. The MoEM continue to support CMSC and the company continues to have regular engagement with the MoEM regarding the Project’s progress. 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. On the 12 November 2021, OFAC, placed sanctions on certain Eritrean entities and individuals. The sanctions place restrictions on the financial systems in particular with regards to trading in US dollars. Compliance Risks 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 Group’s mining licence. Operation Risks 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 Reputational Risks The Group is aware of the risk that Community and DANAKALI LIMITED ABN 56 097 904 302 The Group seeks to pursue natural foreign exchange hedges through the negotiation, where appropriate, of USD denominated commercial contracts. The Group has obtained legal advice on how to comply with the US Sanctions and have put controls in place to ensure compliance. Where possible, the Company avoids the settlement of transactions in US dollars. The Group continues to work closely with its bankers, advisors and partners to mitigate the risks associated with the sanctions to ensure that Danakali remain compliant. The Group has regular and effective engagement with the Eritrean MoEM 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 has developed succession plans to reduce the exposure to the loss of any key personnel. In addition, incentive plans have been implemented. The Group has appointed an in-country manager to 13 Directors’ Report Government support could deteriorate if the 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. Health & Safety 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 present inherent hazards, including the risk of serious injury or fatality while working on site. The physical remoteness of Project increases the risk of commuting to site and the availability of medical assistance in the event of an incident. PROCEEDINGS ON BEHALF OF THE COMPANY regularly engage with the government and community to provide regular feedback on the development of the Project. The Group intends to comply with IFC Performance Standards and Equator Principles. The Group has implemented a number of policies and procedures to ensure compliance with fair work and human rights practices. 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 developing these plans. Emergency response plans and travel safety strategies have been implemented. 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. 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 Executive Chairman, Chief Operating Officer and Chief Financial Officer of the Group. The KMP of Danakali Ltd and the Group during the financial year to 31 December 2022 were: Directors S Cornelius J Zhang S Zubairu T Adeniji N Gregson P Donaldson Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Director KMP G MacPherson R McEachern Chief Financial Officer (appointed 1 March 2022) Chief Operations Officer All of the above persons were KMP during the financial year to 31 December 2022 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 KMP 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. DANAKALI LIMITED ABN 56 097 904 302 14 Directors’ Report The Company is satisfied that its remuneration framework 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 remuneration arrangements during the period is as follows: Link to Performance Executive performance and remuneration packages are reviewed 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. Remuneration Component Fixed Remuneration Item Purpose • Base salary • Superannuation contributions • Provide competitive remuneration with reference to the role and responsibilities, market and experience, to attract high calibre people. Performance Based Short Term Incentive (STI) • Cash bonus • Options / rights Performance Based: Long Term Incentive (LTI) • Shares • 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. 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 KMP h) i) Other Transactions with KMP j) Additional Information Loans to KMP 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 KMP including: • • • • • the Company’s remuneration policy and framework; the remuneration arrangements for the Chief Executive Officer, Executive Chairman and other KMP; the terms and conditions of long-term incentives and short-term incentives for the Chief Executive Officer, Executive Chairman and other KMP; the terms and conditions of employee incentive schemes; and the appropriate remuneration to be paid to non-executive Directors. 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 KMP 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 Executives 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 KMP remuneration framework aligns their remuneration DANAKALI LIMITED ABN 56 097 904 302 15 Directors’ Report 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 KMP is competitive and reasonable, acceptable to shareholders and aligns remuneration with performance. The structure and level of remuneration for KMP 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. Remuneration of Executive Chairman Executive 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 Executive Chairman is not present at any of the discussions relating to the determination of his own remuneration. During the year 4,000,000 unlisted options were issued to the Executive Chairman as part of his remuneration with an exercise price of $0.450 each expiring 31 December 2024. These options vest and become exercisable immediately from date of issue. While the options vest immediately and have no ongoing performance conditions, the exercise price has been set above the market share price to appropriately motivate the Chairman to focus on the company's objectives to further the Project. Remuneration of Executives 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 executive 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 executive 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 remuneration and reward framework for executive may consist of the following areas: i) ii) iii) Fixed Remuneration, Variable Short-Term Incentives, Variable Long-Term Incentives. The combination of these would comprise the executive’s total remuneration. i) Fixed Remuneration 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. Executives 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. External advice was taken this period and the recommendations have been actioned. Base salary for executives is reviewed periodically to ensure the executives’ pay is competitive with the market. The pay of executives is also reviewed on promotion. There is no guaranteed pay increase included in any executive’s contract. 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 DANAKALI LIMITED ABN 56 097 904 302 16 Directors’ Report STI payment to shareholder value, with share price being used as the overarching performance metric. The Board has the discretion to reduce or suspend any bonus payments where Company circumstances render it appropriate. For FY22, 500,000 performance rights each were issued to R McEachern and G MacPherson on 28 March 2022, subject to the following performance conditions being met before 31 December 2022 (“Expiry Date”) These conditions were chosen to advance the development of the project. o o o 40% upon DNK share price being sustained at or above $0.50 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date – $0.104 fair value per right 30% upon DNK share price being sustained at or above $0.60 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date – $0.061 fair value per right 30% upon DNK share price being sustained at or above $0.70 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date – $0.032 fair value per right There is no STI payment made during the year as the above conditions were not achieved within the vesting period. iii) Variable Remuneration – Long Term Incentives (LTI) During the year 4,000,000 unlisted options were issued to the Executive Chairman as part of his remuneration with an exercise price of $0.450 each expiring 31 December 2024. These options vest and become exercisable immediately from date of issue. In previous financial years, long term incentives have been provided to employees in the form of non-plan performance rights, and performance rights under the Performance Rights Plan (PRP). The PRP was re-approved by shareholders at the general meeting held 17 November 2014. Details of options issued to executives in the previous years can be found in section f(i) below. Details of performance rights issued to executives 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 98.25% of votes in favour of its Remuneration Report for the financial year ending 31 December 2021 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 KMP of Danakali Ltd are set out in the following table. The disclosed directors’ fees are inclusive of committee fees. DANAKALI LIMITED ABN 56 097 904 302 17 Directors’ Report KMP of the Company for the financial year to 31 December 2022: Financial Year to 31 December 2022 Short-Term Benefits Post- Employment Termination Benefits Salary and Fees $ Super- annuation $ Severance Pay $ Shares $ Executive Directors S Cornelius Non-Executive Directors P Donaldson J Zhang N Gregson S Zubairu T Adeniji Other Non-Director KMP R McEachern(d) G MacPherson(d) TOTAL Note: 225,000 23,063 56,000 5,740 40,000 - 50,000 40,030 - - 40,030 - 283,488 28,931 250,116 25,821 984,665 83,554 - - - - - - - - - Share Based Payments STI Performance Rights(a) (b) $ LTI Options(a) $ Total Remuneration Performance related (b) $ % - - - - - - - - - - - - - - - 157,500 157,500 315,000 375,550(c) 623,613 60% - - - - - - - 61,740 40,000 50,000 40,030 40,030 0% 0% 0% 0% 0% 33% 469,919 433,437 36% 375,550 1,758,769 39% (a) 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. (b) Performance related percentage calculated in reference to share based payments divided by total remuneration (excluding reversal amounts). (c) 4,000,000 options issued at an exercisable price of $0.450, expiry date 31 December 2024. (d) 500,000 performance rights each were issued to G MacPherson & R McEachern on 28 March 2022. The conditions were not met and expired on 31 December 2022. DANAKALI LIMITED ABN 56 097 904 302 18 Directors’ Report KMP of the Company for the financial year to 31 December 2021: Financial Year to 31 December 2021 Short-Term Benefits Post- Employment Termination Benefits Share Based Payments Total Remuneration Performance related (c) Salary and Fees $ Super- annuation $ Severance Pay $ Shares $ STI Options(a) (b) $ LTI Options(a)(b) $ Performance Rights(a) (b) $ Executive Directors S Cornelius Non-Executive Directors P Donaldson J Fitzgerald J Zhang R Connochie N Gregson S Zubairu T Adeniji Other Non-Director KMP N Wage S Tarrant R McEachern TOTAL Note: 192,667 18,866 12,495 1,249 47,341 4,575 43,333 34,000 53,833 - - - 43,829 43,333 - - - - - - - - - - 112,980 6,370 122,604 10,558 25,729 262,746 969,161 67,348 347,202(d) - - 347,202 - - - - - - - - - - - - - - - - - - - - - - - - 248,992 - - - - - - - - - 27,453 276,445 $ % 460,524 54% - - - - - - - - 13,744 51,916 43,333 34,000 53,833 43,829 43,333 (138,019) 328,534 - - 133,162 315,928 (138,019) 1,522,137 0% 0% 0% 0% 0% 0% 0% 0% 0% 9% 18% (a) 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. (b) This amount refers to the share-based payment expense/(reversal) recorded in the statement of comprehensive income during the period in respect of the options and performance rights to KMP’s (refer details below). (c) Performance related percentage calculated in reference to share based payments divided by total remuneration (excluding reversal amounts). (d) N Wage was made redundant on 26 February 2021 and received a redundancy payment. DANAKALI LIMITED ABN 56 097 904 302 19 Directors’ Report The relative proportions of remuneration that are linked to performance and those that are fixed are as follows: Name Executive Directors S Cornelius Non-Executive Directors J Zhang N Gregson S Zubairu T Adeniji P Donaldson Other Non-Director KMP G MacPherson R McEachern e) Service Agreements Financial Year to 31 December 2022 Fixed Remuneration At risk – STI At risk - LTI 40% 100% 100% 100% 100% 100% 100% 100% - - - - - - - - 60% - - - - - - - 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, Executive Chairman: • Appointed 26 February 2021 • Engaged as a permanent part-time employee • Effective from 26 February 2021, Mr Cornelius remunerations was increased to $225,000 per annum plus superannuation at the statutory rate. In addition, Mr Cornelius will be eligible to participate in the Company’s incentive plans, the terms and operation of which are at the discretion of the Board and subject to shareholder approval in the case of securities. (ASX Announcement: 26 March 2021) • No notice period, required to be given by either party for termination. G MacPherson, Chief Financial Officer: • Promoted from Head of Finance to CFO on 1 March 2022. • Effective from 1 March 2022, Mr MacPherson remuneration was increased to $265,000 per annum plus superannuation at the Australian statutory rate. • Engaged as a permanent full-time employee. • Notice period of two months, required to be given by either party for termination. R McEachern, Chief Operations Officer • Appointed 3 December 2020. • Engaged as a permanent full-time employee. • Mr McEachern’s salary is CAD 255,000 per annum plus superannuation at the Australian statutory rate and health insurance for Mr McEachern and his dependents. • Notice period of three 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 as part of remuneration:  4,000,000 unlisted options with an exercise price of $0.450 each expiring 31 December 2024 (no vesting conditions) to Mr Seamus Cornelius.  No new options were issued to other KMP’s during the period. The terms and conditions of each grant of options constituting KMP remuneration that remain on issue to KMP at 31 December 2022 are set out in the following table: Grant date 30 July 2021 Vesting and first exercise date 30 July 2021 Expiry date 30 July 2025 Number of Options 2,000,000 Exercise price $0.640 3 December 2020 3 December 2021 3 December 2023 250,000 $0.501 9 September 2021 9 September 2021 30 July 2025 4,000,000 $0.640 26 May 2022 26 May 2022 31 December 2024 4,000,000 $0.450 Total Options 10,250,000 Value per option at grant date $0.171 Vested and exercisable % 100% $0.110 $0.140 $0.094 100% 100% 100% DANAKALI LIMITED ABN 56 097 904 302 20 Directors’ Report Details of options over ordinary shares in the Company, provided as remuneration to KMP are set out in the following table. Year of grant 2021 2020 2021 2021 2022 Year in which options vest 2021 2021 2021 2021 2022 Number of options granted 2,000,000 250,000 2,000,000 2,000,000(i) 4,000,000 10,250,000 Value of options at grant date $248,992 $27,452 $280,806 $280,806 $375,550 Unamortised value of options at 31 Dec 2022 - - - - - Number of options vested 2,000,000 250,000 2,000,000 2,000,000 4,000,000 10,250,000 Vested and exercisable 100% 100% 100% 100% 100% Name S Cornelius R McEachern R McEachern G MacPherson S Cornelius Total Options (i) 2,000,000 options were issued to G MacPherson on 9 September 2021, before he was appointed as CFO on 1 March 2022 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 to be an employee because of retirement, redundancy, death or total and permanent disability and such other cases the Board may determine. When exercisable, each option is convertible into one ordinary share. Further information on the options is set out in note 22. (ii) Performance Rights 500,000 performance rights each were issued to R McEachern and G MacPherson on 28 March 2022, subject to the following performance conditions. These conditions were not met and expired on 31 December 2022. - - - 40% upon DNK share price being sustained at or above $0.50 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date 30% upon DNK share price being sustained at or above $0.60 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date 30% upon DNK share price being sustained at or above $0.70 VWAP over a consecutive 30-day period (trading days) during the period to Expiry Date There remain no performance rights held by KMP at 31 December 2022. g) Equity Instruments Held by KMP (i) Shares No shares were granted as remuneration during the year ended 31 December 2022. The number of shares in the Company held during the financial period by each director of Danakali Ltd and other KMP of the Group, including their personally related parties, are set out in the following tables. Financial Year to 31 December 2022 Balance at 31 December 2021 Granted as compensation Shares Received on exercise of remuneration options Received / entitled to receive on conversion of performance rights On market purchases/ (sales) Other Balance at 31 December 2022 Directors S Cornelius (a) N Gregson P Donaldson J Zhang S Zubairu T Adeniji Other KMP C Grant Edwards R McEachern TOTAL Note: 14,491,126 80,000 1,145,693 - - - 100,000 100,000 15,916,819 - - - - - - - - - - - - - - - - - - - - - - - - - - 250,000 - - - - - - - - 14,741,126 80,000 - 1,145,693 - - - - - - - - - 100,000 100,000 - 250,000 - 16,166,819 (a) Mr Seamus Cornelius acquired 250,000 shares during the year DANAKALI LIMITED ABN 56 097 904 302 21 Directors’ Report (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 KMP of the Group, including their personally related parties, are set out in the following tables. Financial Year to 31 December 2022 Balance at 31 December 2021 Granted Exercised Expired Cancelled Other Balance at 31 December 2022 Vested and exercisable Unvested Options Directors S Cornelius Other KMP G MacPherson R McEachern 2,301,040 4,000,000 2,344,500 2,250,000 - - TOTAL 6,895,540 4,000,000 (iii) Performance Rights held by KMP - - - - (301,040) (344,500) - 645,540 - - - - - - - - 6,000,000 6,000,000 2,000,000 2,000,000 2,250,000 2,250,000 10,250,000 10,250,000 - - - - Movements in Performance Rights held by KMP are as set out in the following table: Financial Year to 31 December 2022 Performance Rights Balance at 31 December 2021 Granted as Remuneration Vested Forfeited Other Unvested Balance at 31 December 2022 Other KMP G MacPherson R McEachern TOTAL h) Loans to KMP - - - 500,000 500,000 1,000,000 - - - (500,000) (500,000) (1,000,000) - - - - - - There were no loans to KMP during the period. i) Other Transactions with KMP There were no other transactions with KMP 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 KMP compensation takes into account the performance of the Group over a number of years and the stage of activities the Company is engaged in. The Group had a change in strategy during the year with a two-stream approach of ongoing development and potential asset disposal. The only revenue streams related to interest earned on surplus funds from cash held at financial institutions. The net profits after tax reflect the remeasurement loss of the receivable at fair value arising from the change in the loan repayment profile, foreign exchange loss on the loan receivable denominated in USD and reduced by project maintenance, development and administrative costs incurred by the Group. The table below shows the performance of the Group over the last 5 reporting periods: Financial Year Basic profit/(loss) per share (Cents) Share Price Profit/(Loss) for the period 31 Dec 2022 31 Dec 2021 31 Dec 2020 31 Dec 2019 31 Dec 2018 (1.25) $0.39 (2.87) $0.43 (2.59) $0.315 (1.16) $0.60 (2.66) $0.74 (4,617,168) ($10,037,168) ($8,259,370) ($3,148,734) ($6,944,413) 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 - - DANAKALI LIMITED ABN 56 097 904 302 22 Directors’ Report 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. 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 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. 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. 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 DANAKALI LIMITED ABN 56 097 904 302 23 Directors’ Report and is certified according by DIN EN ISO/IEC 17025 by the Deutsche Akkreditierungsstelle GmbH (DAR). The laboratory 2-, H2O) follows standard procedures for the analysis of potash salt rocks chemical analysis (K+, Na+, Mg2+, Ca2+, Cl-, SO4 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 endeavored 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 assumptions, such statements are not guaranteeing 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. Directors’ resolution This report is signed in accordance with a resolution of the Board of Directors dated 29 March 2023. Mr Seamus Cornelius Executive Chairman 29 March 2023 DANAKALI LIMITED ABN 56 097 904 302 24 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 2022, I declare to the best of my knowledge and belief, there have been: ► No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; ► No contraventions of any applicable code of professional conduct in relation to the audit; and ► No non-audit services provided that contravene 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 Pierre Dreyer Partner 29 March 2023 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Consolidated Statement of Profit or Loss and Other Comprehensive Income FOR THE YEAR ENDED 31 DECEMBER 2022 REVENUE AND OTHER INCOME 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 gain/(loss) of joint venture Foreign exchange gain/(loss) PROFIT/(LOSS) BEFORE INCOME TAX Income tax expense PROFIT/(LOSS) FOR THE YEAR 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 Notes 2022 $ 2021 $ 4 9 9 5 22 8 10 7 89,484 - 43,142 - (8,335) (6,475) (4,222,734) (235,310) 2,724,831 (6,409) (3,495) (3,512,083) (1,250,614) (3,458,248) (3,358,802) 400,173 (4,371,666) 2,522,205 (4,617,168) - (10,037,168) - (4,617,168) (10,037,168) 10,14 1,114,816 1,064,052 OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR, NET OF TAX 1,114,816 1,064,052 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR (3,502,352) (8,973,116) Earnings/(loss) per share attributable to the ordinary equity holders of the Company: Basic profit/(loss) per share (cents per share) Diluted profit/(loss) per share (cents per share) 17 17 (1.25) (1.25) (2.87) (2.87) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. DANAKALI LIMITED ABN 56 097 904 302 26 Consolidated Statement of Financial Position AS AT 31 DECEMBER 2022 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 2022 $ 2021 $ 6 8 8 10 9 11 12 12 13 14 15 14,873,027 25,163 78,013 14,976,203 22,884,417 96,481 61,977 23,042,875 13,398,870 36,482,469 15,464 49,896,803 10,597,238 34,916,132 26,829 45,540,199 64,873,006 68,583,073 761,675 141,024 902,699 1,240,888 108,796 1,349,684 52,160 52,160 48,200 48,200 954,859 1,397,884 63,918,147 67,185,189 127,866,319 16,458,029 (80,406,201) 127,866,319 15,107,903 (75,789,033) 63,918,147 67,185,189 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. DANAKALI LIMITED ABN 56 097 904 302 27 Consolidated Statement of Changes in Equity FOR THE YEAR ENDED 31 DECEMBER 2022 Notes Issued Capital $ Share Based Payments $ Foreign Currency Translation $ Accumulated Losses $ Total Equity $ Reserves BALANCE AT 1 JANUARY 2022 Loss for the period Other comprehensive income Total comprehensive loss for the period Transactions with owners in their capacity as owners: Shares issued Costs of capital raised Share based payments BALANCE AT 31 DECEMBER 2022 BALANCE AT 1 JANUARY 2021 Loss for the period Other comprehensive income Total comprehensive loss for the period Transactions with owners in their capacity as owners: Shares issued Costs of capital raised Share based payments 14 13 13 14 14 13 13 14 127,866,319 - - - 13,632,696 - - - 1,475,207 - 1,114,816 1,114,816 (75,789,033) (4,617,168) - (4,617,168) - - - - - 235,310 - - - - - - 67,185,189 (4,617,168) 1,114,816 (3,502,352) - - 235,310 127,866,319 13,868,006 2,590,023 (80,406,201) 63,918,147 109,058,372 - - - 12,382,082 - - - 411,155 - 1,064,052 1,064,052 (65,751,864) (10,037,168) - (10,037,168) 20,917,780 (2,109,833) - - - 1,250,614 - - - - - - BALANCE AT 31 DECEMBER 2021 127,866,319 13,632,696 1,475,207 (75,789,033) The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. DANAKALI LIMITED ABN 56 097 904 302 56,099,745 (10,037,168) 1,064,052 (8,973,116) 20,919,618 (2,111,671) 1,250,614 67,185,189 28 Consolidated Statement of Cash Flows FOR THE YEAR ENDED 31 DECEMBER 2022 CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees 89,484 (4,905,061) NET CASH OUTFLOW USED IN OPERATING ACTIVITIES 16(a) (4,815,577) 43,142 (2,619,206) (2,576,064) Notes 2022 $ 2021 $ 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 Payment of 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 (3,141,640) (3,445) (3,145,085) (4,706,172) (24,332) (4,730,504) - - - (7,690,663) 22,884,417 (50,727) 14,873,027 6 20,919,618 (2,111,671) 18,807,947 11,501,379 9,738,794 1,644,244 22,884,417 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. DANAKALI LIMITED ABN 56 097 904 302 29 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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). The consolidated financial report of the group as at, and for the year ended 31 December 2022 comprises the Company and its subsidiaries (together referred to as the Group). The address of the registered office is Level 1, 2A / 300 Fitzgerald Street, North Perth, WA, 6006. The financial statements are presented in the Australian currency. The financial report of Danakali for the year ended 31 December 2022 was authorised for issue by the Directors on 29 March 2023. 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. The 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 2022. (b) New accounting standards and interpretations not yet effective Australian Accounting Standards and interpretations 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 2022. The Group assessed that the new accounting standards and interpretation not yet effective do not have a significant impact on the Group. The standards relevant to the Group are outlined in the table below. Application date of standard for Group 1 January 2025 1 January 2025 1 January 2024 1 January 2024 Reference Title Summary AASB 2014- 10 Amendments to AASs – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture AASB 2020-1 Amendments to AASs – Classification of Liabilities as Current or Non- current The amendments to AASB 10 Consolidated Financial Statements and AASB 128 Investments in Associates and Joint Ventures 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. A liability is classified as current if the entity has no right at the end of the reporting period to defer settlement for at least 12 months after the reporting period. The AASB recently issued amendments to AASB 101 Presentation of Financial Statements to clarify the requirements for classifying liabilities as current or non-current. Specifically:  The amendments specify that the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists.  Management intention or expectation does not affect classification of liabilities. DANAKALI LIMITED ABN 56 097 904 302 30 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Reference Title Summary Application date of standard for Group  In cases where an instrument with a conversion option is classified as a liability, the transfer of equity instruments would constitute settlement of the liability for the purpose of classifying it as current or non-current. This was subsequently amended by AASB 2022-6 Amendments to AASs - Non-current Liabilities with Covenants in December 2022: • Clarifying that only covenants with which an entity must comply on or before the reporting date will affect a liability’s classification as current or non-current. • Adding presentation and disclosure requirements for non-current liabilities subject to compliance with future covenants within the next 12 months. • Clarifying specific situations in which an entity does not have a right to defer settlement for at least 12 months after the reporting date. These amendments are applied retrospectively. Earlier application is permitted. AASB 2022-6Amendments to AASs –Non- current Liabilities with Covenants pushed back the effective date of AASB 2020-1 to annual reporting periods beginning on or after 1 January 2024. The Group assessed that this amended accounting standards do not have a significant impact on the Group. AASB 112 Income Taxes requires entities to account for income tax consequences when economic transactions take place, and not at the time when income tax payments or recoveries are made. Accounting for such tax consequences, means entities need to consider the differences between tax rules and accounting standards. These differences could either be: • Permanent – e.g., when tax rules do not allow a certain expense to ever be deducted Or • Temporary – e.g., when tax rules treat an item of income as taxable in a period later than when included in the accounting profit Deferred taxes representing amounts of income tax payable or recoverable in the future must be recognised on temporary differences unless prohibited by AASB 112 in certain circumstances. One of these circumstances, known as the initial recognition exception, applies when a transaction affects neither accounting profit nor taxable profit, and is not a business combination. Views differ about applying this AASB 2021-5 Amendments to AASs - Deferred Tax related to Assets and Liabilities arising from a Single Transaction 1 January 2023 1 January 2023 DANAKALI LIMITED ABN 56 097 904 302 31 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Reference Title Summary Application date of standard for Group exception to transactions that, on initial recognition, create both an asset and liability (and could give rise to equal amounts of taxable and deductible temporary differences) such as: • Recognising a right-of-use asset and a lease liability when commencing a lease • Recognising decommissioning, restoration and similar liabilities with corresponding amounts included in the cost of the related asset The amendments to AASB 112 clarify that the exception would not normally apply. That is, the scope of this exception has been narrowed such that it no longer applies to transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The amendments apply from the beginning of the earliest comparative period presented to: • All transactions occurring on or after that date • Deferred tax balances, arising from leases and decommissioning, restoration and similar liabilities, existing at that date The cumulative effect of initial application is recognised as an adjustment to the opening balance of retained earnings or other component of equity, as appropriate. Earlier application of the amendments is permitted. The Group assessed that this amended accounting standards does not have a significant impact on the Group. An accounting policy may require items in the financial statements to be measured using information that is either directly observable,or estimated. Accounting estimates use inputs and measurement techniques that require judgements and assumptions based on the latest available, reliable information. The amendments to AASB 108 clarify the definition of an accounting estimate, making it easier to differentiate it from an accounting policy. The distinction is necessary as their treatment and disclosure requirements are different. Critically, a change in an accounting estimate is applied prospectively whereas a change in an accounting policy is generally applied retrospectively. The new definition provides that ‘Accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty.’ The amendments explain that a change in an input or a measurement technique used to develop an accounting estimate is considered a change in an 1 January 2023 1 January 2023 AASB 2021-2 Amendments to AASB 108 – Definition of Accounting Estimates DANAKALI LIMITED ABN 56 097 904 302 32 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Reference Title Summary Application date of standard for Group accounting estimate unless it is correcting a prior period error. • For example, a change in a valuation technique used to measure the fair value of an investment property from market approach to income approach would be treated as a change in estimate rather than a change in accounting policy. • In contrast, a change in an underlying measurement objective, such as changing the measurement basis of investment property from cost to fair value, would be treated as a change in accounting policy. The amendments did not change the existing treatment for a situation where it is difficult to distinguish a change in an accounting policy from a change in an accounting estimate. In such a case, the change is accounted for as a change in an accounting estimate. (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 the date of this report, the directors are satisfied there are reasonable grounds to believe that the Group will be able to continue business activities and the Group will be able to meet its obligations as and when they fall due. At balance date, the Group had cash and cash equivalents of $14,873,027 (31 December 2021: $22,884,417) and a net working capital surplus of $14,073,503 (31 December 2021: $21,693,191). On 12 January 2023, the Group executed a binding share sale agreement (SSA) with SRBG to sell 100% of the Group’s shares in CMSC and the outstanding shareholders loan owed by CMSC. It is the company’s current intention to distribute 90% of the proceeds of the sale to its shareholders and DNK will continue as a listed company to identify new projects and potential new alternate growth opportunities. Management are reasonably confident that the transaction will be completed and that a new growth opportunity will be undertaken in the foreseeable future. The completion of the sale under the share sale agreement is subject to conditions precedent which have been satisfied after balance sheet date: Eritrean National Mining Corporation (ENAMCO) approval of the transaction - - Ministry of Energy and Mining approval of the extension to the Mining Licenses as required by SRBG - - Chinese government approval of the transaction SRBG Board approval of the transaction If the SSA above does not complete, then under the mining agreement entered into between the Government of the State of Eritrea and CMSC dated 31 January 2017 (Mining Agreement), then CMSC may be at risk of the mining agreement being terminated as CMSC has failed to spend US$200 million on infrastructure and mine development within the area of the Colluli project mining licences and commence Commercial Production in the 36 months following the provision of formal Notice of Commencement of Mine Development (the Notice) to the MoEM. The Notice, dated 16 December 2019, was accepted by MoEM on 21 July 2020 (ASX announcement 22 July 2020). The granted time by the MoEM to commence Commercial Production and spend US$200 million on infrastructure and mine development was 36 months from submission of the Notice (15 December 2022). There is no indication that the MoEM will execute this right. The MoEM has provided a confirmation letter dated 16 December 2022, that the licenses, although not extended, will remain valid to execute the transaction with SRBG. This further indicates that the MoEM continues to support DNK in the development of the Project. Should the Group not achieve the matters set out above, there would be uncertainty whether it would realise its assets 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 DANAKALI LIMITED ABN 56 097 904 302 33 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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) Non-current assets held for sale and discontinued operations The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense. The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of classification. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit or loss. (f) 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. (g) 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) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation 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. (h) Interest revenue Interest revenue is recognised using the effective interest rate method. (i) 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 DANAKALI LIMITED ABN 56 097 904 302 34 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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. The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 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. (j) Leases Group as Lessee 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) 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. (k) 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. 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. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group if assets, For the purposes of assessing impairment, assets are consolidated at the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of 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. (l) 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. (m) 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 (FVTPL). The loan to CMSC is measured at FVTPL. (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 DANAKALI LIMITED ABN 56 097 904 302 35 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). 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. 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. (n) 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. (o) Plant and equipment All plant and equipment are 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 DANAKALI LIMITED ABN 56 097 904 302 36 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 those assets to retained earnings. (p) Exploration and evaluation costs Acquired exploration and evaluation costs are capitalised. Ongoing exploration and evaluation costs are expensed in the period they are incurred. (q) Development Expenditure costs When proven mineral reserves are determined and an application for development has been submitted subsequent development expenditure is capitalised as development capital, a non-current asset, provided commercial viability conditions continue to be satisfied. Capitalised exploration and evaluation expenditure is reclassified into capitalised development costs and evaluated for impairment annually. On completion of development, all capitalised development costs including capitalised exploration and evaluation expenditure are transferred to mine properties and depreciation commences. (r) 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. (s) 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. Long-term employee benefits are measured using the projected unit credit valuation method. (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. (t) Interest-bearing loans and borrowings All loans and borrowings are initially recognised at the fair value 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. (u) 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. Borrowing costs are capitalised from the date that sufficient funding has been secured and unconditional and the project development execution has started. This judgment will be reviewed periodically relative to the Project development. 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. DANAKALI LIMITED ABN 56 097 904 302 37 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 (v) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (w) 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. (x) 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. At the 31 December 2022 the Group tested for impairment (see note 10) and concluded that no impairment was required (31 December 2021: 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, being a shareholder(s) holding at least a 75% interest in the share capital of CMSC. Neither ENAMCO of STB Eritrea Pty Ltd (Danakali’s wholly owned subsidiary) hold a 75% shareholding in CMSC and as such material decisions require unanimous approval of CMSC directors. Additionally, the annual budget for CMSC is required to be approved by the shareholders with a simple majority. As each shareholder holds 50% of the shares, this is interpreted as a simple majority therefore can only be achieved if both shareholders agree. This indicates there is no control by one party. In light of the considerations mentioned, 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. 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. Judgments include consideration of inputs including foreign exchange risk, interest rate risk, credit risk, development risk and country risk as well as surrounding the timing of the payment. At 31 December 2022 a discount rate of 25% (31 December 2021: 25%) was applied, representing the best estimate considering the underlying risks. The timing of cash receipts is currently estimated to commence in the September 2027 quarter (2021: September 2027 quarter). Further context is detailed in note 10. (iii) Asset Held for sale The Group’s investment in Colluli Mining Share Company was not considered to be an Asset Held for Sale at financial year end as the sale was not considered highly probable due to the following material conditions precedent to completion which were only satisfied after balance sheet date: • Eritrean National Mining Corporation (ENAMCO)’s formal approval the transaction, • Ministry of Energy and Mining’s extension of the Mining Licenses as required by SRBG • SRBG Board approval of the transaction • Chinese government approval of the transaction (y) 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. DANAKALI LIMITED ABN 56 097 904 302 38 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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. (z) 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 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 development of the Colluli Potash Project 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. DANAKALI LIMITED ABN 56 097 904 302 39 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 4. REVENUE Interest received calculated using the effective interest rate method 89,484 43,142 2022 $ 2021 $ 5. EXPENSES Employee benefits (net of recharges) Financial advisory fees Directors’ fees Compliance and regulatory expenses Lease payments relating to short term leases Insurance Investor and public relations Other administration expenses 6. CASH AND CASH EQUIVALENTS Cash at bank and on hand Cash at bank earns interest at floating rates based on daily bank 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% (2021: 30.0%) 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 (gain)/loss of joint venture Net (gain)/loss on financial assets at fair value through profit or loss Movements in unrecognised temporary differences Income tax expense/(benefit) 2022 $ 1,452,072 645,875 479,863 91,198 59,785 407,179 367,870 718,892 4,222,734 2022 $ 14,873,027 14,873,027 2021 $ 1,318,633 - 495,521 227,710 60,219 378,372 218,177 813,551 3,512,183 2021 $ 22,884,417 22,884,417 2022 $ 2021 $ - - - - - - (4,617,168) (10,037,168) (1,385,150) (351,974) (3,011,150) 525,085 70,593 1,007,541 (817,449) 1,476,439 - 375,184 1,311,500 1,037,474 (238,093) - DANAKALI LIMITED ABN 56 097 904 302 40 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 (c) Deferred Income Tax Deferred income tax at 31 December relates to the following: Statement of Financial Position 2021 2022 $ $ Statement of Comprehensive Income 2022 $ 2021 $ Statement of Change in Equity 2022 $ 2021 $ - - - 17 (139,029) (23,404) (763,643) - 624,614 (23,404) (894,327) - - - - - - - 57,955 - 564,158 10,003,550 47,099 217,200 866,721 8,921,977 10,856 (217,200) - 1,081,573 5,493 172,350 - 478,374 - - (302,563) - - - 290,657 - (10,463,230) - (9,289,354) - (1,476,439) - 238,093 - 302,563 - (290,657) - Deferred Tax Liabilities: Interest receivable Unrealised foreign exchange gain/loss Prepayments Deferred Tax Assets: Provision for employee entitlements Accrued expenditure Share issue expenses Tax losses Net deferred tax assets not recognised as utilisation is not probable 8. RECEIVABLES Current Net GST receivable 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 2022 $ 2021 $ 25,163 - - 25,163 22,530 1,112 72,839 96,481 13,398,870 13,398,870 10,597,238 10,597,238 Danakali’s wholly owned subsidiary, STB Eritrea Pty Ltd, is presently funding the CMSC 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, or through the disposal of its investment in CMSC. 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 25% (2021: 25%). During the years ended 31 December 2022 and 31 December 2021, the repayment profile of the receivable was reviewed to consider the timing of the expected repayment. It was assessed that there was no requirement to amend the expected repayment profile during the period ended 31 December 2022. Additionally, during the year, technical service charges previously incurred by the Group on behalf of the Joint Venture amounting $6,290,172 (USD 4,471,014) were forgiven which resulted in a reduction in the loan receivable of $791,467. The undiscounted underlying loan balance at 31 December 2022 is $40,422,329 (USD 31,267,349) (31 December 2021: $42,110,711 (USD 32,402,935). The above undiscounted loan balance in AUD is converted at the historical rates when the USD loans were provided. DANAKALI LIMITED ABN 56 097 904 302 41 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Reconciliation of movement in loan to Colluli Mining Share Company Opening carrying amount at beginning of the year Additional loans during the year Reversal of employee benefits recharged to JV 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 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/Retirement 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: 2022 $ 2021 $ 10,597,238 122,784 (791,467) 745,484 2,724,831 13,398,870 12,504,442 676,637 - 874,406 (3,458,248) 10,597,238 2022 $ 2021 $ 38,518 (23,054) 15,464 26,829 - (3,030) (8,335) 15,464 44,691 (17,863) 26,829 12,401 25,917 (5,080) (6,409) 26,829 Project Activities Equity Interest Carrying Value 2022 % 2021 % 2022 $ 2021 $ Colluli Potash Mineral Exploration 50 50 36,482,469 34,194,212 The group acquired an interest in CMSC at the date of its incorporation on 5 March 2014. This acquisition was in accordance with the Shareholders Agreement entered into with the 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). As at 31 December 2022, the Group tested the carrying value of its investment in CMSC for impairment and concluded that no impairment was required considering the assessed recoverable amount which is based on fair value less cost of disposal (“FVLCD”) implied by the Group’s binding share sale agreement for the disposal of its interest in CMSC and other indicative FVLCD exceed the carrying amount of the investment (refer Note 28). 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 2022. Reconciliation of movement in investments accounted for using the equity method: Opening carrying amount at beginning of the year Additional investment during the year Technical recharge reversal Share of net (loss)/profit for the year Other comprehensive income for the year Closing carrying amount at end of the year DANAKALI LIMITED ABN 56 097 904 302 2022 $ 2021 $ 34,916,132 3,018,856 791,467 (3,358,802) 1,114,816 36,482,469 34,194,212 4,029,535 - (4,371,666) 1,064,052 34,916,132 42 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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 Current liabilities Trade & other payables and provisions 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 Equity contributions (a) Carrying amount at the end of the period 2022 $ 2021 $ 306,301 669,750 976,051 70,555 42,390,996 42,461,551 108,536 117,012 225,548 70,755 39,427,791 39,498,546 (121,691) (121,691) (546,552) (546,552) (14,782,060) (14,782,060) (11,195,361) (11,195,361) 28,533,851 14,266,926 27,982,181 13,991,091 14,266,926 22,215,544 36,482,469 13,991,091 20,925,041 34,916,132 a) Funding provided by the Group for the development of the Colluli Project is capitalised as part of the Group’s investment in joint venture. This includes the share of initial contribution on establishment of the Joint Venture not recognised by Danakali. 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 General administrative costs TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR 2022 $ 2021 $ (2,806,575) (2,660,556) - (3,911,029) (6,717,604) 3,724,134 (9,806,911) (8,743,333) Group’s share of total gain/(loss) for the year (3,358,802) (4,371,666) During the year ended 31 December 2022 no dividends were paid or declared (2021: Nil). Colluli Mining Share Company has the following commitments or contingencies at 31 December 2022: COMMITMENTS Government Under the mining agreement entered into between the Government of the State of Eritrea and 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 and commence Commercial Production in the 36 months following the provision of formal Notice of Commencement of Mine Development (the Notice) to MoEM. The Notice, dated 16 December 2019, was accepted by MoEM on 21 July 2020 (ASX announcement 22 July 2020). The granted time by the MoEM to commence Commercial Production and spend US$200 million on infrastructure and mine development was 36 months from submission of the Notice (15 December 2022). The spend requirement was not met within the time period which gives the MoEM the right to terminate the Mining Agreement. There is no indication that the MoEM will execute this right. DANAKALI LIMITED ABN 56 097 904 302 43 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Furthermore, the MoEM issued a letter on the 16 December 2022 confirming that the mining license remains valid for the purposes of the SRBG transaction. Development There were no material commitments on 31 December 2022 and 2021. Funding On the 21 December 2022, CMSC terminated the funding Agreement with African Finance Corporation (AFC) and African Import-Export Bank (Afrexim) due to the pending requirements of the Share Sale Agreement between DNK and SRBG. There were no material commitments on 31 December 2022 (2021: $0.7 million). CONTINGENCIES On 31 December 2022, CMSC had no contingent liabilities (2021: Nil). 11. TRADE AND OTHER PAYABLES Trade payables (a) Accrued expenses Other payables 2022 $ 702,130 - 59,545 761,675 2021 $ 473,529 724,000 43,359 1,240,888 a) Includes Financial Advisor fees payable for an amount of $642,532 on the cancellation of the CMSC debt facility with AFC and Afrexim. 12. PROVISIONS Current Employee entitlements Non-Current Employee entitlements 2021 $ 2021 $ 141,024 108,796 52,160 193,184 48,200 156,996 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. 13. ISSUED CAPITAL (a) Share capital Ordinary shares fully paid Total issued capital (b) Movements in ordinary share capital 2022 2021 Number of shares $ Number of shares $ 368,334,346 127,866,319 368,334,346 127,866,319 368,334,346 127,866,319 368,334,346 127,866,319 Balance at the beginning of the year 368,334,346 127,866,319 318,741,306 109,058,372 Issued during the year: − Issued at $0.43 per share pursuant to placement − Issued at $0.43 per share pursuant to director participation in placement − Issued on vesting of performance rights − Exercise of options − Costs of capital raised(i) - - - - - - - - - 47,565,999 20,453,380 1,080,000 - 947,041(ii) - 464,400 - - (2,109,833) Balance at the end of the year 368,334,346 127,866,319 368,334,346 127,866,319 (i) (ii) Includes fees paid or payable to financial advisers in relation to funds raised pursuant to the Placement. Shares issued on the exercise of unlisted options at $0.00 on or before 31 December 2021. DANAKALI LIMITED ABN 56 097 904 302 44 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 (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 $0.450, on or before 31 December 2024 − Exercisable at $0.501, on or before 3 December 2023 − Exercisable at $0.527, on or before 29 January 2023 − Exercisable at $0.78, on or before 24 March 2023 − Exercisable at $0.64, on or before 30 July 2025 Exercised, lapsed or expired during the year: − Expired, exercisable at $1.031 on or before 24 January 2022 − Expired, exercisable at $1.108 on or before 13 March 2022 − Expired, exercisable at $1.119 on or before 28 March 2022 − Expired, exercisable at $1.114 on or before 30 May 2022 − Converted, exercisable at $0.00 on or before 31 December 2021 Balance at end of the year (e) Movements in performance rights on issue 2022 Options 2021 Options 15,264,112 5,211,153 4,000,000 - - - - (1,469,312) (583,000) (561,800) (1,450,000) - 15,200,000 - 250,000 500,000 250,000 10,000,000 - - - - (947,041) 15,264,112 During the year 2,250,000 performance rights were issued to various employees that have also lapsed on 31 December 2022. 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 2022 $ 2021 $ 13,632,696 235,310 13,868,006 1,475,207 1,114,816 2,590,023 12,382,082 1,250,614 13,632,696 411,155 1,064,052 1,475,207 16,458,029 15,107,903 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. DANAKALI LIMITED ABN 56 097 904 302 45 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 15. ACCUMULATED LOSSES Balance at beginning of the year Profit/(loss) for the year Balance at end of the year 16. STATEMENT OF CASH FLOWS (a) Reconciliation of net profit/(loss) after income tax to net cash outflow from operating activities Net profit/(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 (gain)/loss of joint venture 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 2022 $ (75,789,033) (4,617,168) (80,406,201) 2021 $ (65,751,865) (10,037,168) (75,789,033) 2022 $ 2021 $ (4,617,168) (10,037,168) 8,335 6,475 235,310 3,358,802 (466,524) (2,724,831) 55,282 (707,445) 36,188 (4,815,577) 6,409 3,495 1,250,614 4,371,666 (2,522,205) 3,458,248 359,951 514,617 18,310 (2,576,063) (b) Funding of joint venture operations Cash contribution to joint venture operations during the period (3,141,640) (4,706,172) (c) Payments of leases Payment of leases 17. EARNINGS PER SHARE (a) Reconciliation of earnings used in calculating earnings per share (EPS) Profit/(Loss) attributable to the owners of the Company used in calculating basic and diluted loss per share (b) Weighted average number of shares used as the denominator (59,785) (60,219) 2022 $ 2021 $ (4,617,168) (10,037,168) 2022 No. of Shares 2021 No. of Shares Weighted average number of ordinary shares used as the denominator in calculating basic loss per share 368,334,346 350,322,220 Weighted average number of ordinary shares used as the denominator in calculating diluted loss per share 368,334,346 350,322,220 As the Group incurred a loss during the period, the options on issue had an anti-dilutive effect, therefore the diluted EPS was equal to the basic EPS. A total of 15,200,000 (2021: 15,264,112) share options and 360,000 (2021: 360,000) performance rights were outstanding at the end of the year, which were excluded from the diluted EPS calculation because they were anti-dilutive for the year. 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 Project and ancillary exploration activities. The Board of Directors has DANAKALI LIMITED ABN 56 097 904 302 46 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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. 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. (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 $13,398,870 (2021: $10,597,238) to CMSC is denominated in US Dollars. As at 31 December 2022, the Group held $0 (2021: $0) of cash and term deposits denominated in US Dollars. Included within trade and other payables are $642,532 (2021: $99,533) trade payables and nil (2021: 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. Year to 31 December 2022 Year to 31 December 2021 (ii) Interest rate risk Change in USD Rate % +5% -5% +5% -5% Effect on Loss before tax $ (increase) decrease (652,220) 652,220 (524,885) 524,885 Effect on Equity $ (increase) decrease 652,220 (652,220) 524,885 (524,885) 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 $14,873,027 (2021: $22,884,417) 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 0.60% (2021: 0.44%). The Group is also exposed to interest rate risk on the loan receivable which is measured at fair value. Refer to sensitivity analysis in Note 18(d). Sensitivity analysis At 31 December 2022, if interest rates had changed by -/+ 60 basis points (2021: +/- 50 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 $89,238 higher/lower (2021: $114,422 higher/lower) as a result of lower/higher interest income from cash and cash equivalents. (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. On the 12 November 2021, the U.S. Department of Treasury’s Office of Foreign Assets Control, placed sanctions on certain Eritrean entities and individuals. These sanctions impact the way the Company is able to operate within the international financial system. We have implemented various controls and practices to ensure that we adequately manage these risks. DANAKALI LIMITED ABN 56 097 904 302 47 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 We continue to work with our bankers, advisors and partners to mitigate the risks associated with the sanctions to ensure that Danakali remain compliant and are able to continue operating in the normal course of business. (c) Credit risk The Group’s significant concentration of credit risk includes cash, which is held with a major Australian bank with AA3 credit rating, accordingly the credit risk exposure is minimal. In addition, there is a significant concentration of risk in relation to the receivable from CMSC. The maximum exposure to credit risk at balance date is the carrying amount of cash as disclosed in the Consolidated Statement of Financial Position and Notes to the Consolidated Financial Statements. Other than the loan to CMSC 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 2022: Financial Assets: Receivable Total non-current Total Assets At amortised cost $ through profit and loss $ through other comprehensive income $ Fair value - - - 13,398,870 13,398,870 13,398,870 - - - Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2022: Carrying Value $ Fair Value $ Financial Assets: Receivable Total non-current Total Assets 13,398,870 13,398,870 13,398,870 13,398,870 13,398,870 13,398,870 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 2021: Financial Assets: Receivable Total non-current Total Assets Fair value through profit and loss $ through other comprehensive income $ At amortised cost $ - - - 10,597,238 10,597,238 10,597,238 - - - Set out below is a comparison of the carrying amount and fair values of financial instruments as at 31 December 2021: Financial Assets: Receivable Total non-current Total Assets Carrying Value $ Fair Value $ 10,597,238 10,597,238 10,597,238 10,597,238 10,597,238 10,597,238 DANAKALI LIMITED ABN 56 097 904 302 48 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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 25% which incorporates an appropriate adjustment for credit risk (2021: 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 September 2027 quarter (2021: September 2027). The fair value measurement for 2021 was 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 500bps (2021: 300bps) movement in the discount rate would change the valuation by $2,138,797 (2021: $1,493,199). 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 $63,918,147 (2021: $67,185,189). 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 progression 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 as at 31 December 2022 and 2021. 21. COMMITMENTS Short-term lease commitments: Minimum lease payments - within one year Advisory fees pursuant to contracts Total Commitments Operating Leases: 2022 $ 2021 $ 10,009 - 10,009 7,626 - 7,626 The minimum future payments above relate to non-cancellable leases for offices. 22. SHARE-BASED PAYMENTS (a) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period were as follows: Options issued to directors, employees and contractors Performance Rights issued to directors, employees and contractors (b) Options 2022 $ 375,550 (140,240) 235,310 2021 $ 1,396,616 (146,002) 1,250,614 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). DANAKALI LIMITED ABN 56 097 904 302 49 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Outstanding at the beginning of the year Granted Exercised Expired Outstanding at end of the year Exercisable at end of the year 2022 2021 Number of options 15,264,112 4,000,000 - (4,064,112) 15,200,000 15,200,000 Weighted average exercise price $0.755 $0.450 - $1.084 $0.587 $0.587 Number of options 5,461,153 10,750,000 (947,041) - 15,264,112 15,264,112 Weighted average exercise price $0.879 $0.624 $0.000 - $0.755 $0.755 Movements within specific classes of unlisted options (being those the subject of share-based payments) during the year is as follows: Granted Exercised Expired Unlisted Options – Class 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 Exercise price $0.664 expiry date 08/07/2023 Exercise price $0.501 expiry date 03/12/2023(i) Exercise price $0.527 expiry date 29/01/2023 Exercise price $0.780 expiry date 24/03/2023 Exercise price $0.640 expiry date 30/07/2025 Exercise price $0.640 expiry date 30/07/2025 Exercise price $0.450 expiry date 31/12/2024 Opening balance 31 Dec 2021 1,168,272 301,040 583,000 561,800 1,450,000 200,000 250,000 500,000 250,000 2,000,000 8,000,000 - - - - - - - - - - - - 4,000,000 Closing balance 31 Dec 2022 - - - - - 200,000 250,000 500,000 250,000 2,000,000 8,000,000 4,000,000 (1,168,272) (301,040) (583,000) (561,800) (1,450,000) - - - - - - - - - - - - - - - - - - - - 15,264,112 4,000,000 (4,064,112) 15,200,000 (i) Refers to unlisted options granted on 3 December 2020, which were formally issued on 12 February 2021. Remaining contractual life The weighted average remaining contractual life of share options outstanding at the end of the period was 2.253 years (31 December 2021: 2.638 years), with exercise prices ranging from $0.450 to $0.780. Options granted during the year A summary of options granted during the year ended 31 December 2022 is included in the following table and as detailed below. The weighted average fair value of the options granted during the year ended 31 December 2022 was $0.094. Details of options valued using the Black &Scholes Option Pricing Model to produce the fair value per option are as follows: Number of Options 4,000,000 Grant Date Expiry Date 26/05/2022 31/12/2024 Fair Value per Option $0.094 Exercise Price $0.450 Share Price at Grant Date $0.315 Risk Free Interest Rate 1.25% Estimated Volatility 63.83% As detailed in the Company’s Annual Report, a short-term incentive (STI) scheme applies to executives in the Company and is designed to link any STI payment with the achievement of specified key performance indicators (KPI’s) which are in turn linked to the Company’s strategic objectives and targets. A summary of options granted during the year ended 31 December 2021 is included in the following table. The weighted average fair value of the options granted during the year ended 31 December 2021 was $0.126. The value was calculated by using the Black &Scholes Option Pricing Model applying the following inputs, to produce the fair value per option: DANAKALI LIMITED ABN 56 097 904 302 50 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 Number of Options 500,000 250,000 2,000,000 8,000,000 Grant Date Expiry Date 29/01/2021 29/01/2023 23/03/2021 24/03/2023 30/07/2021 30/07/2025 30/07/2021 30/07/2025 Fair Value per Option $0.141 $0.167 $0.125 $0.125 Exercise Price $0.527 $0.780 $0.640 $0.640 Share Price at Grant Date $0.410 $0.510 $0.445 $0.445 Risk Free Interest Rate 0.08% 0.10% 0.40% 0.40% Estimated Volatility 77.47% 82.98% 63.67% 63.67% 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. (c) Performance Rights Movements in the number of performance rights on issue during the year is as follows: Performance Rights - Class Opening balance Granted Vested Forfeited Cancelled 31 Dec 2021 Class 1 1 Class 5 1 Class 10 280,000 80,000 - - - 2,250,000 360,000 2,250,000 - - - - - - (2,250,000) (2,250,000) - - - - Closing balance 31 Dec 2022 280,000 80,000 - 360,000 1 Issued under the Performance Rights Plan which was re-approved at the annual general meeting of the Company held 17 November 2014. Movements in the number of performance rights during the prior year is as follows: Performance Rights - Class Opening balance Granted Vested Forfeited Cancelled Class 1 1 Class 5 1 Class 9 31 Dec 2020 280,000 80,000 900,000 1,260,000 - - - - - - - - - - (900,000) (900,000) - - - - Closing balance 31 Dec 2021 280,000 80,000 - 360,000 1 Issued under the Performance Rights Plan which was re-approved at the annual general meeting of the Company held 17 November 2014. 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 CMSC are set out in note 8 and note 10 of this report. (d) Key management personnel compensation Short-term benefits Post-employment benefits Share-based payments Termination benefits 2022 $ 2021 $ 984,665 83,554 690,550 - 706,415 41,619 110,973 347,202 1,758,769 1,206,209 DANAKALI LIMITED ABN 56 097 904 302 51 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 (e) Transactions with directors, director related entities and other related parties AFC is deemed to be a related party of the Company on the basis of significant influence. The related party status applies from 23 April 2020, being when AFC held an interest of 14.4% (2021:14.4%) in the issued capital of the Company and the date that Danakali appointed two AFC nominees to its Board of Directors. AFC and Afreximbank, executed documentation for the provision of US$200M in senior debt finance to CMSC (each Mandated Lead Arranger providing US$100M). The facility allowed 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. Notice of termination of this arrangement was issued on 21 December 2022. AFC President and CEO, Samaila D. Zubairu, and AFC Senior Director for Investment Operations & Execution, Taiwo Adeniji, joined Danakali’s Board as Non-Executive Directors on 23 April 2020. These appointments are in accordance with the terms of the Subscription Agreement which provides AFC the right to appoint two nominees to the Board of Danakali provided AFC’s Danakali ownership remains above certain thresholds. As at the date of release of this report, AFC holds two out of seven board seats on the Company. There were no other 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 regulatory services 25. SUBSIDIARY 2022 $ 114,091 - - 114,091 2021 $ 162,147 - - 162,147 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 2022 % 100 2021 % 100 Equity Holding The proportion of ownership interest is equal to the proportion of voting power held. DANAKALI LIMITED ABN 56 097 904 302 52 Notes to the Consolidated Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2022 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 Issued capital Share-based payments reserve Accumulated losses Total equity Profit/(Loss) for the year Total Comprehensive profit/(loss) for the year 27. DIVIDENDS 2022 $ 14,976,203 22,628,964 37,605,167 902,699 52,160 954,859 36,650,308 2021 $ 23,042,875 13,837,621 36,880,496 1,349,684 48,200 1,397,884 35,482,611 127,866,319 13,868,006 (105,084,017) 36,650,308 127,866,319 13,632,696 (106,016,404) 35,482,611 932,387 932,387 (7,207,499) (7,207,499) No dividends were paid in 2022 and 2021. No recommendation for payment of dividends has been made. 28. EVENTS OCCURRING AFTER THE BALANCE DATE Disposal of CMSC Investment On 12 January 2023, the Group executed a binding share sale agreement with Sichuan Road and Bridge Group Co. Ltd (SRBG) for the sale of all of its interest in CMSC’s shares as well as the outstanding shareholders loan owed by CMSC for an amount of US$166 million pre-tax. Net of government taxes, it is expected that the cash proceeds received will be approximately US$121 million. Proceeds will be received in two tranches. Tranche 1 will be received on closing and will amount to approximately US$105 million and Tranche 2, which will amount to approximately US$16 million, will be received six months after completion. CMSC is involved in the development of the Colluli Potash Project in Eritrea which represents the Group’s single operating segment. On 2 March 2023, the Group’s shareholders approved this transaction. Since the execution of the share sale agreement and approval of the transaction by shareholders, the Group has subsequently satisfied the majority of the conditions precedent under the share sale agreement as follows: • Eritrean National Mining Corporation (ENAMCO)’s formal approval the transaction, • Ministry of Energy and Mining’s extension of the Mining Licenses as required by SRBG • SRBG Board approval of the transaction • Chinese government approval of the transaction As such, at the date of approval of the financial report, the sale was assessed as being highly probable in accordance with the requirements of AASB 5 Non-current assets held for sale and discontinued operations (AASB 5) and hence the Group’s investment in CMSC amounting to $36.5 million and the receivable due from it amounting to $13.4 million will be reclassified as non-current assets held for sale from that date. Change to Options The following options expired after balance sheet date. Unlisted Options – Class Exercise price $0.527 expiry date 29/01/2023 Exercise price $0.780 expiry date 24/03/2023 Other matters Number of Options 500,000 250,000 750,000 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 53 Directors’ Declaration In the Directors’ opinion: (a) the financial statements and notes of Danakali Limited for the financial year ended 31 December 2022 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 2022 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 Executive Chairman 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 EXECUTIVE CHAIRMAN Perth, 29 March 2023 DANAKALI LIMITED ABN 56 097 904 302 54 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 Independent auditor’s report to the members 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 2022, 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 to the financial statements, including a summary of significant accounting policies, and the directors declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: ► Giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its financial performance for the year ended on that date; and ► Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 55 Material uncertainty related to going concern We draw attention to Note 2(c) in the financial report, which describes the principal conditions that raise doubt about the Group’s ability to continue as a going concern. The matters 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. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the key audit matters to be communicated in our report. For the matter below, our description of how our audit addressed the matter is provided in that context. 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 report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 56 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 CMSC at the date of CMSC’s incorporation on 5 March 2014. CMSC was incorporated in Eritrea, in accordance with the Shareholders’ Agreement, to hold the Colluli project, with Danakali and Eritrean National Mining Corporation (“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. Refer to Note (2)(x)(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 2022, the investment in CMSC amounted to $36.5 million (refer to Note 10 to the financial report) and the shareholder loan receivable from CMSC amounted to $13.4 million (refer to Note 8 to the financial report). Management also identified objective evidence of impairment existed in relation to the Group’s investment in CMSC as at 31 December 2022 (see Note 2(x)(i) to the financial report). The Group’s accounting for its interests in CMSC was a key audit matter due to the complexity involved in measuring the investment in CMSC as well as the shareholder loan receivable. Specifically, key assumptions underpinning the fair valuation 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 repayment of the shareholder loan as well as the underlying credit risk. Furthermore, determining whether objective evidence of impairment existed in relation to the Group’s investment in CMSC was a significant judgement, as was the determination of recoverable amount for the Group’s interest in CMSC. 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 fair valuation of the shareholder loan amount based on the Group’s 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 assessed management’s determination that objective evidence of impairment of the Company’s investment in CMSC existed at the balance date. ► We assessed management’s determination of the recoverable amount of its investment in CMSC for reasonableness and considered whether the assessed recoverable amount exceed the carrying amount of the investment. This assessment considered the fair value less cost of disposal (“FVLCD”) implied by the Group’s binding share sale agreement for the disposal of its interest in CMSC (refer Note 28 to the financial report) and other indicative FVLCD calculated by management. ► 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 including those relating to impairment. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 57 Information other than the financial report and auditor’s report thereon The directors are responsible for the other information. The other information comprises the information included in the Group’s 2022 annual report but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 58 As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ► Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ► Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. ► Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. ► Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. ► Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. ► Obtain sufficient appropriate audit evidence regarding the financial information of the business activities within the entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 59 From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the audit of the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the Directors’ report for the year ended 31 December 2022. In our opinion, the Remuneration Report of Danakali Limited for the year ended 31 December 2022, 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 Pierre Dreyer Partner Perth 29 March 2023 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 60 ASX Additional Information Additional information required by Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 3 March 2023. (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 503 801 347 705 202 174,477 2,053,849 2,731,012 24,756,773 338,618,235 2,558 368,334,346 % 0.05% 0.56% 0.74% 6.72% 91.93% 100% The number of shareholders holding less than a marketable parcel was 538. (b) Twenty largest shareholders The names of the twenty largest holders of quoted ordinary shares are: 1 2 3 4 5 6 7 CITICORP NOMINEES PTY LIMITED AFC EQUITY INVESTMENTS LIMITED BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM BNP PARIBAS NOMS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMINEES PTY LTD MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED MR LIAM RAYMOND CORNELIUS NGE CAPITAL LIMITED 8 9 10 WELL EFFICIENT LIMITED 11 12 13 14 15 16 17 18 19 20 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED DUKETON CONSOLIDATED PTY LTD SINO WEST ASSETS PTY LTD MR SEAMUS IAN CORNELIUS CALDWELL NOMINEES PTY LTD ALPHA BOXER LIMITED MR SEAMUS IAN CORNELIUS MRS NERIDA RUTH SCOTT ELEMENT 25 LIMITED NATIONAL NOMINEES LIMITED Listed ordinary shares Number of shares 60,132,335 52,958,908 28,857,552 21,492,849 16,212,106 14,462,658 12,533,443 9,823,325 7,507,678 5,000,000 4,653,693 4,321,500 4,308,037 4,178,992 4,000,000 3,975,000 3,654,097 3,500,000 3,301,331 3,278,356 Percentage of ordinary shares 16.33 14.38 7.83 5.84 4.40 3.93 3.40 2.67 2.04 1.36 1.26 1.17 1.17 1.13 1.09 1.08 0.99 0.95 0.90 0.89 (c) Substantial shareholders The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are: 268,151,860 72.80 AFC Equity Investments Limited (AFC Equity) and Africa Finance Corporation (AFC) Well Efficient Ltd (d) Voting rights Number of Shares 52,958,908 35,000,000 All ordinary shares (whether fully paid or not) carry one vote per share without restriction. Holders of unlisted options and performance rights do not have voting rights. DANAKALI LIMITED ABN 56 097 904 302 61 ASX Additional Information (e) Unquoted securities At 3 March 2023 the Company has on issue 14,700,000 unlisted options over ordinary shares and 360,000 performance rights. The names of security holders holding more than 20% of an unlisted class of security are listed below. Holder Unlisted Options Romaine International Consulting Inc. Rod McEachern Erin Community Interest Limited Seamus Ian Cornelius Sino West Assets Pty Ltd Mark Riseley Gregory Ian MacPherson Rod McEachern Holders individually less than 20% Total Holder Mr Zeray Lake Mascots International Ltd Mr Tony Harrington Holders individually less than 20% Total $0.664 08/07/2023 200,000 - - - - - - - - 200,000 $0.501 03/12/2023 - 250,000 - - - - - - - 250,000 $0.780 24/03/2023 - 250,000 - - - - - - 250,000 $0.45 31/12/2024 - - - - 4,000,000 - - - - $0.640 30/07/2025 - - 2,000,000 - 2,000,000 2,000,000 2,000,000 2,000,000 4,000,000 10,000,000 Performance Rights Class 1 Class 5 75,000 85,000 - 120,000 280,000 - - 80,000 - 80,000 (f) Schedule of Interests in Mining Tenements Tenement: License Type: Nature of Interest: Current equity Colluli, Eritrea Mining Licenses Owned 50% DANAKALI LIMITED ABN 56 097 904 302 62 

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