NEWS RELEASE
23 September 2022
2022 ANNUAL REPORT
Attached for immediate release is the 2022 Annual Report including audited financial
statements for the year ended 30 June 2022.
Yours faithfully
JOHN BORSHOFF
Managing Director/CEO
Deep Yellow Limited
This ASX announcement was authorised for release by Mr John Borshoff, Managing Director/CEO,
for and on behalf of the Board of Deep Yellow Limited.
About Deep Yellow Limited
Deep Yellow is progressing its development through a combination of advancing its existing
assets and expanding its opportunities for diversified growth through sector consolidation.
With the merger and acquisition of Vimy, the expanded Deep Yellow now has two advanced
uranium projects at feasibility stage located both in Namibia and Australia with the potential
for production starting from the mid 2020’s. In addition, with its expanded exploration portfolio,
opportunity also exists for substantial increase of its uranium resource base aimed at building
a significant global, geographically diversified project pipeline.
ABN 97 006 391 948
Unit 17, Spectrum Building
100–104 Railway Road
Subiaco, Western Australia 6008
PO Box 1770
Subiaco, Western Australia 6904
DYL: ASX & NSX (Namibia)
DYLLF: OTCQX
www.deepyellow.com.au
@deepyellowltd
deep-yellow-limited
Annual Report 2022
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Mr Chris Salisbury
Chairman (Non-executive)
Mr John Borshoff
Managing Director/CEO *
Ms Gillian Swaby
Executive Director
Mr Steven Michael
Executive Director
Mr Mervyn Greene
Non-executive Director
Mr Greg Meyerowitz
Non-executive Director
Mr Wayne Bramwell
Non-executive Director
* referred to as Managing Director throughout this report
COMPANY SECRETARY
Mr Mark Pitts
REGISTERED OFFICE
Level 1
502 Hay street
Subiaco, Western Australia, 6008
Telephone: + 61 8 9286 6999
Email: info@deepyellow.com.au
POSTAL ADDRESS
PO Box 1770
Subiaco Western Australia 6904
STOCK EXCHANGE LISTINGS
Australian Securities Exchange (ASX)
Code: DYL
AUDITOR
Ernst & Young
OTC Markets Group
(OTCQX) Code: DYLLF
11 Mounts Bay Road
Namibian Stock Exchange
(NSX) Code: DYL
Perth Western Australia 6000
WEBSITE ADDRESS
www.deepyellow.com.au
AUSTRALIAN BUSINESS NUMBER
97 006 391 948
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 11
172 St George’s Terrace
Perth Western Australia 6000
Telephone: 1300 787 272
Facsimile: +61 8 9323 2033
CONTENTS
Summary Information
Chairman’s Letter
Project Description and Review
Sustainability and Governance
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Financial Statements
Notes to the Financial Statements
Directors’ Declaration
Independent Audit Report
ASX Additional Information
Schedule of Mineral Tenure
2
3
4
15
16
23
36
37
41
73
74
79
80
D e e p Y e l l o w L i m i t e d
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SUMMARY INFORMATION
COMPANY PROFILE
Deep Yellow Limited (Deep Yellow) is a differentiated, advanced uranium exploration company, in pre-development phase,
implementing a dual strategy to grow shareholder wealth. This strategy is founded upon growing the existing uranium
resources across the Company’s uranium projects in Namibia and the pursuit of accretive, counter-cyclical acquisitions to
build a global, geographically diverse asset portfolio. A Definitive Feasibility Study on its Tumas Project in Namibia is expected
to be completed in the latter part of CY2022. The Company’s cornerstone suite of projects in Namibia is situated within a top-
ranked African mining destination in a jurisdiction that has a long, well-regarded history of safely and effectively developing
and regulating its considerable uranium mining industry.
Post the reporting period, Deep Yellow successfully completed a merger with Vimy Resources Limited (Vimy) as announced
5 August 2022, delivering on its stated objective to establish necessary scale and global significance.
The long-term outlook for uranium is very positive underpinned by the integral role nuclear power will need to play in meeting
clean energy targets and overcoming a supply shortage. Aside from growth in nuclear that was already forecasted to meet
electricity demand in regions such as Asia, Middle East and Eastern Europe, significant additional nuclear demand is now
being indicated. This is driven by the move by many countries adopting zero emission targets to be met by 2050 and
geopolitical uncertainties creating the essential need for geographic diversity of supply.
Deep Yellow is focused on becoming a Tier-1 uranium producer by establishing a multi-project, globally diversified uranium
portfolio and positioning itself to provide a secure and reliable supply of uranium to this growing market.
CORPORATE STRATEGY
Since the appointment of John Borshoff as CEO and Managing Director in October 2016, the Company set a new direction
built around a unique, counter-cyclical strategy focused on organic and inorganic growth to deliver 5-10Mlb annually with a
low cost, multi-project global uranium platform.
Organic growth will be delivered through exploration and development of the Company’s Namibian project portfolio. Since
2016, exploration success has nearly quadrupled the resource base at the Tumas Project, at an extremely low discovery cost
of 9.4c/lb.
The Company’s “inorganic” growth plan is based on a targeted merger and acquisition program to establish a diversified
portfolio of uranium operations for development from 2023 onwards. Effective execution of this unique strategy is now
exhibited through its merger with Vimy, facilitated by a leadership team with a proven track record, extensive industry
knowledge and capability to deliver.
To service the Company’s growth strategy, Deep Yellow has assembled a highly credible, proven uranium team that brings
strong project development, operational and corporate capabilities. The majority of this team successfully worked together
at Paladin Energy, which grew from a $2M explorer into a $5B high-quality uranium producer pre-Fukushima.
HIGHLIGHTS OF THE 2022 FINANCIAL YEAR
•
•
•
•
•
Tumas DFS focussed on evaluation of a 20+ year Life of Mine (LOM) is expected to be completed on schedule by late
CY2022, evaluating viability of palaeochannel-related Langer Heinrich-style deposits.
Infill resource upgrade drilling in support of the expanded DFS completed at Tumas 1 East (Tumas 1E) and Tumas 3
deposits with impressive conversion from Inferred to Indicated Resource JORC 2012 category giving confidence that
this will achieve sufficient Ore Reserves to satisfy a 20+ year LOM at a production rate of circa 3Mlb pa (refer ASX
announcement 2 February 2022).
Barking Gecko, a basement alaskite-associated Husab/Rössing-style target returning encouraging results for the Nova
JV and follow-up drilling continues to identify the full potential of this prospect.
Completion of a successful capital raising program during FY21 raised $42M to support advancement of the feasibility
studies on the Reptile Project and M&A activities. A further $25M was raised through the option conversion of
50,088,456 50c options.
Successful completion of the merger with Vimy post reporting period to create the largest pure play uranium company
on the ASX in terms of uranium resources held.
D e e p Y e l l o w L i m i t e d
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CHAIRMAN’S LETTER
Dear Shareholder
The 2022 financial year was a significant transformational period for Deep Yellow.
The highlight of the year was the successful merger with Vimy Resources which was
implemented on 5 August 2022.
The combination of Deep Yellow with Vimy Resources has created a pure play uranium company
of significant scale, with the capability of further growth through organic exploration and project
development, as well as scope for further uranium sector consolidation.
The combination of the Australian based Vimy Resources’ assets with Deep Yellow’s Namibian
based assets into a single company has a number of elements of value:
-
-
-
-
-
-
-
-
A combined mineral resource base which exceeds any other ASX listed uranium junior;
The potential for significant uranium production from a globally diverse spread of assets;
Two late-stage development projects leveraged to the uranium price recovery;
A company of increased scale, liquidity and market profile;
A highly capable and experienced board and management team;
Significant growth potential through further exploration in both jurisdictions;
Creation of a platform with enhanced capability for further inorganic growth; and importantly
An ongoing strong commitment to ESG and sustainability.
Apart from the extensive work on conceiving and implementing the merger, I am also pleased to report that work continued
uninterrupted on your Company’s “business as usual” workplan.
On safety, the year’s activities were all conducted with zero significant injuries or major incidents, and excellent environmental
performance. The Company was again recognised, for the fourth year running, by the Namibian Chamber of Mines awarding
Deep Yellow the Inter-Mining Competition Award for safe operations. Covid restrictions were managed with minimal impost
on the work of the business, and it was pleasing to see some travel between Namibia and Australia becoming possible
towards the end of the financial year.
Excellent results were again achieved on exploration of Tumas supporting a 20+ year mine life at around 3Mlb of annual
production. Exploration of the alaskite-hosted mineralisation in the Omahola deposit showed encouraging early results, as
did work at the Nova JV.
The Tumas DFS remains on track for completion in late calendar year 2022, and an update published in February 2022
showed preliminary results exceeding the value from the PFS study.
Following the successful merger with Vimy Resources, integration of the staff, projects, systems and processes is already
well progressed. I welcome Vimy Resources’ shareholders to the expanded Deep Yellow company.
The external environment continued to be supportive of growth of the nuclear power sector and therefore uranium as a
sustainable fuel. The rate of decarbonisation efforts continued to accelerate, and the energy crisis in Europe has again
increased focus on nuclear energy as a clean and reliable base load power option.
I would like to acknowledge and thank all of the management team and staff for their efforts in making 2022 a successful year
The board, management and all staff remain focused on growing the value of your Company in the year ahead.
Chris Salisbury
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Introduction
Activities for the year to 30 June 2022 were extensive, covering all Namibian projects (see Figure 1), with a primary focus on
progressing the Tumas Project Definitive Feasibility Study (DFS) with infill resource upgrade drilling at Tumas 1E and Tumas 3
deposits, together with delivery of a new ore reserve and mining study to achieve a 20+year LOM.
Exploration activities focused on Omahola and Barking Gecko basement targets. Approximately 15,000m of shallow and deep RC
drilling were completed, with all programs returning highly positive results.
M&A efforts were successfully executed and resulted in the successful merger with Vimy post the FY22 reporting period.
Figure 1: Namibian location map showing position of the projects.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
REPTILE PROJECT, NAMIBIA (EPLs 3496, 3497) – 100% DEEP YELLOW
Tumas 1 East Resource Upgrade Drilling and Mineral Resource Estimate (MRE) Update
The Tumas 1 East RC infill resource upgrade drilling program, located on EPL3497 (Figure 2), was completed with 718 RC
holes drilled for 9,987m. This marked the finalisation of the Tumas infill resource drilling program with a total of 1,473 holes
for 24,942m (refer ASX announcement 2 September 2021).
The updated MRE at Tumas 1E delivered a maiden Indicated Mineral Resource of 19.6Mlb eU3O8 at 245ppm, using a 100ppm
cut off. In addition, an Inferred Mineral Resource of 9.2Mlb eU3O8 at 216ppm remains within the Tumas 1 East deposit to be
upgraded at a future date.
An updated MRE was completed on the Tumas 1, 2, 3 and 1 East orebodies, increasing the overall Indicated Mineral Resource
base at a 100ppm eU3O8 cut-off from 52.6Mlb to a total of 98.7Mlb eU3O8. The total remaining Inferred Mineral Resource
within these areas is 15.3Mlb at 266ppm eU3O8 at 100ppm eU3O8 cut-off.
Figure 2: Tumas Project showing Mining Licence Application and relationship to conceptual central processing plant.
Tumas Ore Reserve Estimate (ORE)
The increased Indicated Mineral Resources announced for both Tumas 3 and 1 East have proved sufficient to achieve the
first key milestone of the DFS, which was to establish sufficient Ore Reserves to support a 20+ year LOM on the Tumas Project
(refer ASX announcement 5 October 2021).
Using the economic parameters and other modifying factors reported in the Pre-Feasibility Study (PFS), the Ore Reserves
available at Tumas were updated and substantially increased. The updated ORE for the Tumas Project now totals Probable
Ore Reserves of 68.4Mlb U3O8 at 345ppm, using a 150ppm U3O8 cut-off for Tumas 1, 2, 3 and 1 East (see Table 1), with an
overall waste to ore ratio of 2.6:1.
Table 1: Tumas Project Updated Ore Reserves by Deposit
Tumas Probable Ore Reserve Estimates
Area
Tumas 1&2
Tumas 1 East
Tumas 3
U3O8
Cut-off
ppm
150
150
150
Maiden Reserve
Updated Reserve
Tonnes
U3O8
Mt
13.9
ppm
292
U3O8
Metal
Mlb
9.0
26.9
371
22.0
Tonnes
U3O8
Mt
14.5
29.5
46.3
ppm
272
267
412
U3O8
Metal
Mlb
8.94
17.35
42.11
Total
68.40
The rounding in the above table is an attempt to represent levels of precision implied in the estimation
process which may result in apparent errors of summation in some columns.
89.9
40.9
31.0
344
345
150
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
This updated ORE represents a 121% increase from the maiden Tumas ORE announced in the PFS. This substantial
increase confirmed that Tumas will support a 20+ year LOM at production rates assumed for the DFS (a maximum of either
3.75Mtpa or 3.0Mlb U3O8 pa).
Cube Consulting were engaged to undertake the Ore Reserve update.
Tumas DFS Progress
The DFS work program to date has focused on completion of the optimisation and trade-off studies recommended in the
PFS, additional metallurgical test work and any further work required as part of the Mining Licence Application (MLA) and
Environmental Impact Assessment (EIA) programs. The MLA was submitted in July 2021. Grant of the MLA is subject to
completion of an EIA which then allows the issue of an Environmental Clearance Certificate.
In support of the DFS various work programs, including geotechnical drilling on the plant site totalling four holes and density
determinations on drill core of Tumas 3, were carried out. Water boring targeted to construct six test production bores
commenced in November. More than one tonne of RC samples for metallurgical testing was sent to Perth and numerous
drill core samples for geotechnical studies were included in the consignment.
The Company provided a DFS progress update on 3 February 2022, which highlighted that study was firmly on track and
improving on PFS assumptions (see Table 2).
Table 2: Updated Financial Forecasts
Forecast Project Outcomes with PFS Model Assumptions and Updated Ore Reserves
Item
Units
PFS
Plant Capacity
Life of Mine (Production)
Development Period
Operating Margin (EBITDA) (U3O8 @ US$65/lb & V2O5 @ US$7/lb)
Initial CAPEX (incl pre-production)
Project NPV8.6: Post tax, ungeared
Project IRR: Post tax, ungeared, real
Project Payback Period from Production Start: Real
Mlb U3O8 pa
Years
Years
US$M
US$M
US$M
%
Years
3
11.5
1.5
1,034
320
207
21%
3.8
Reserve
update
3
25.75
1.5
2,215
333
412
23%
3.8
Updated Project Economic Analysis
DFS work is confirming that the principal assumptions of the PFS in terms of infrastructure, utilities, regulatory approvals,
process recovery, tailings management, long-term rehabilitation, operating costs and capital costs were reasonable and, in
the work concluded to date, have been shown to be prudently conservative. This work validates the underlying assumptions
of the financial model used to forecast Project economic outcomes in the PFS.
The outcome of this work is consistent with that indicated in the PFS. Importantly, the forecast NPV for the Project once the
updated Ore Reserves were incorporated, increases the operating mine life from 11.5 years to 25.75 years and almost
doubles the PFS NPV forecast to US$412M. Forecast outcomes and material assumptions are summarised in Table 2.
The DFS remains on track for completion in the December quarter 2022.
Omahola Basement Project
The Omahola Project (Omahola) occurs within the highly prospective “Alaskite Alley” corridor within which major uranium
deposits including Rössing, Husab, Etango and Valencia deposits are located in the basement rocks. These deposits contain
in excess of 800Mlb U3O8, with the Rössing mine alone having produced more than 200Mlb U3O8.
The overall target associated with Omahola occupies a 35km x 14km northwest-southeast trending zone within the Alaskite
Alley corridor.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Figure 3: Omahola Project area with basement resources at Ongolo, MS7 and Inca.
Omahola Resource Upgrade
The Company also announced an upgrade of the MRE from JORC (2004) to JORC (2012) for Omahola, which includes the
Ongolo, MS7 and Inca deposits (see Figure 3) (refer ASX announcement 4 November 2021).
The MRE now reports a Measured, Indicated and Inferred Mineral Resource base of 125.3Mlb at 190ppm U3O8 at a 100ppm
U3O8 cut-off. Using a 150ppm U3O8 cut-off, the deposits contain a combined 82.9Mlb U3O8 at 269ppm (Table 3).
Considering the results of more recent feasibility studies by other companies evaluating similar, near-adjacent basement
deposits it was determined that reporting the MRE at a 100ppm U3O8 cut-off is more appropriate than the 250ppm U3O8 cut-
off used historically by the Company. This has resulted in a substantial increase in contained metal accompanied by a
reciprocating grade reduction. Table 3 lists the detailed MRE at a 100ppm U3O8 and 150ppm U3O8 cut-off associated with
the three deposits within Omahola.
Table 3: Updated MREs Reported to JORC (2012) Code
Deposit
Category
Cut-off ppm
U3O8
Tonnes Mt
Grade
U3O8
ppm
Metal t
Metal
Mlb
Inca
Ongolo
MS7
Total
Inca
Ongolo
MS7
Total
Indicated
Inferred
Measured
Indicated
Inferred
Measured
Indicated
Inferred
Indicated
Inferred
Measured
Indicated
Inferred
Measured
Indicated
Inferred
100ppm Cut-offs
100
100
100
100
100
100
100
100
21.4
15.2
47.7
85.4
94
18.63
7.15
8.71
298.2
150ppm Cut-offs
150
150
150
150
150
150
150
150
14.7
10.8
23.1
34.5
39.2
10.55
3.02
3.86
139.7
260
290
187
168
175
220
184
190
190
320
360
257
239
251
296
271
277
269
5,600
4,400
8,900
14,300
16,400
4,100
1,300
1,600
4,800
3,900
5,900
8,200
9,800
3,100
800
1,000
12.3
9.7
19.7
31.7
36.3
9.05
2.9
3.65
125.3
10.5
8.5
13.1
18.1
21.7
6.87
1.8
2.36
82.9
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Omahola Exploration - Shallow Drilling Program
A comprehensive review and re-interpretation of existing data at Omahola has shown a major prospective zone of 50km of
folded strike length, of which only 15km have been adequately tested leaving significant scope for both expansion of existing
deposits and discovery of new deposits.
A study of the historical drill results to identify the minimum drilling depth required to isolate the footprint of an existing
underlying deposit (Ongolo, MS7, Inca), showed that anomalous zones signify the possible presence of mineralisation at
depth and could be recognised using first pass drilling to a depth of about 25m using the 50ppm and 100ppm eU3O8 isopach.
Based on this, a shallow 220 hole, 7,426m program commenced with hole spacings at a 400m x 100m grid drilling to a 25m
depth into the basement. This program covered the structural target zone occurring between the known deposits of Omahola
extending over a 10km strike length toward the SSE.
Results to date indicate that strong potential exists for discovery of new deposits within the Omahola Project area. The
anomalous holes encountered occur in three distinct clusters, each representing a priority target for follow-up drilling in 2022.
Based on the positive results from the shallow drilling program a two-stage, 10,000m Omahola basement drilling has
commenced with completion expected in mid FY23. Part of the program will also include deep RC drilling of previously
identified anomalies and extending the shallow RC drilling to cover additional prospective ground.
NOVA JOINT VENTURE
With JOGMEC completing its earn-in obligation in October 2021, the parties are now jointly contributing to the Nova Joint
Venture (NJV) with three of the partners (Deep Yellow, JOGMEC and Toro) contributing funding on a pro-rata basis.
Reptile Mineral Resources & Exploration (Pty) Ltd
Subsidiary of Deep Yellow Limited
39.5% (Manager)
Japan Oil, Gas and Metals National Corporation (JOGMEC)
39.5% (Right to equity)
Nova Energy (Africa) Pty Ltd
Subsidiary of Toro Energy Ltd
Sixzone Investments (Pty) Ltd
Namibia
Barking Gecko Drilling
15%
6% (Carried interest)
Drilling at Barking Gecko on EPL 3669 (Figure 4) was designed to follow up previous encouraging results (refer ASX
announcement 18 January 2022). This work focused on gaining a better understanding of this “blind” discovery and testing
its possible easterly extension. Positive results have continued with the standout hole TN258RC, which included 70m at
503ppm eU3O8, contained in four intersections over an 83m zone from 178m depth. Follow-up drilling to define the geometry
of the mineralisation intersected 118m at 352ppm eU3O8 from 75m, within 8 intersections over a 190m zone at greater than
100ppm eU3O8 over 1m, confirming strong mineralisation as well as the northeast-southwest trend of the mineralised
intrusions and presence of an east-west trending fault. The extent of high-grade mineralisation at Barking Gecko appears to
be limited to the core of the system. Overall, the drilling during FY22 shows the presence of a large fertile uranium system
spanning some 5km between Barking Gecko, Iguana and Bowsprit on EPL3669.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Figure 4: Nova Joint Venture Project on EPL 3669, showing the Barking Gecko, Iguana & Namaqua prospects.
SHIYELA IRON ORE PROJECT
An option agreement was entered into for the sale of shares in Shiyela Iron (Pty) Ltd which holds the Shiyela Iron Ore Project
(ML176). The parties involved include Deep Yellow’s Namibian subsidiary, Reptile Mineral Resources and Exploration (Pty)
Ltd, (RMR) and Oponona Investments (Proprietary) Limited, each holding 95% and 5% respectively of the shares in Shiyela
Iron (Proprietary) Limited.
The Exclusivity Agreement is with HyIron Green Technologies (Pty) Ltd (HyIron), a Namibian registered company associated
with German technology leader CO2Grab GmbH, Aachen. HyIron aims to utilise its proprietary technology, together with
renewable energy, to produce green pig iron for utilisation by boutique steel manufacturers in Germany. Deep Yellow is
focused on the exploration and development of uranium and the development of an iron ore deposit is non-core.
The Company announced an agreement to extend the current 12-month option existing on the Exclusivity Agreement. Hylron
has indicated it wishes to exercise its final option for an additional six months, which will take the decision point to purchase
to no later than April 2023.
Hylron has paid a fee of US$100,000 for the 12-month exclusivity, shared pro-rata by Reptile Mineral Resources and
Exploration (Pty) Ltd and Oponona Investments (Pty) Ltd and will now pay an additional US$50,000 to extend the exclusivity
period for a further six months.
POST FY22
Deep Yellow Limited – Vimy Resources Limited Merger via Scheme of Arrangement
On 20 July 2022 Vimy announced results of the Scheme Meeting, noting that the requisite majority of its shareholders voted
in favour of the proposed Scheme of Arrangement, pursuant to which Deep Yellow would acquire all the shares in Vimy.
On 26 July 2022 Vimy announced that the Supreme Court of Western Australia made orders approving the Scheme of
Arrangement and on 27 July 2022 the Scheme became legally effective. Vimy shares were suspended from trading on ASX
at close of trading on Wednesday, 27 July 2022 and the new Deep Yellow shares, post-merger, commenced to trade on the
ASX on a normal settlement basis on Friday, 5 August 2022.
Post-merger, the expanded Deep Yellow has diversified across two Tier-1 mining jurisdictions represented by two flagship
projects, the Tumas Project (Namibia) and Mulga Rock Project (Western Australia).
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
DEEP YELLOW GROWTH STRATEGY
The Deep Yellow strategic growth plan is focused on establishing the Company as a low-cost, Tier-1 global uranium platform
holding a geographically diversified project pipeline. The dual-pillar strategy has been developed to deliver organic and
inorganic growth through firstly, advancing the development of its Namibian projects and secondly, via sector consolidation,
to acquire additional projects through merger and acquisition. This utilises the strong uranium project development,
operational and corporate capabilities and proven track record of the Deep Yellow management team.
The Company remains well-funded to continue the execution of this strategy over the next 12 months.
ANNUAL MINERAL RESOURCE AND ORE RESERVE STATEMENT
The Mineral Resource estimate and Ore Reserve tables shown in Tables 4 and 5 incorporate several positive changes during
the year including:
-
-
-
a significant upgrade of Measured and Indicated Mineral Resources to Tumas 1, 1 East, 2 and 3 from Mineral Resource
infill drilling (2 September 2021);
a significant upgrade of the Tumas Ore Reserve as part of the ongoing DFS and associated resource infill drilling
programs (5 October 2021); and
an upgrade to 2012 JORC reporting status and significant increase of the Omahola Basement resources (4 November
2021).
The results achieved to date vindicate the modelling and planning carried out by the geological team and auger well for the
DFS currently on foot.
The JORC 2004 classified resources of the Aussinanis Project have not been updated to comply with the JORC Code 2012
on the basis that the information has not materially changed since it was last reported, however they are currently being
reviewed to bring all resources up to JORC 2012 standards.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Table 4: Mineral Resource Estimate – Current as at 4 November 2021
Cut-off Tonnes
U3O8
U3O8
U3O8
Resource Categories (Mlb U3O8)
Deposit
Category
(ppm
U3O8)
BASEMENT MINERALISATION
(M)
(ppm)
(t)
(Mlb) Measured
Indicated
Inferred
INCA Deposit ♦
INCA Deposit ♦
Ongolo Deposit #
Ongolo Deposit #
Ongolo Deposit #
MS7 Deposit #
MS7 Deposit #
MS7 Deposit #
Omahola Project - JORC 2012
Indicated
Inferred
Measured
Indicated
Inferred
Measured
Indicated
Inferred
100
100
100
100
100
100
100
100
21.4
15.2
47.7
85.4
94
18.63
7.15
8.71
260
290
187
168
175
220
184
190
5,600
4,400
8,900
14,300
16,400
4,100
1,300
1,600
12.3
9.7
19.7
31.7
36.3
9.05
2.9
3.65
-
-
19.7
-
-
9.05
-
-
Omahola Project Sub-Total
298.2
190
56,600
125.3
28.75
CALCRETE MINERALISATION Tumas 3 Deposit - JORC 2012
Tumas 3 Deposits ♦
Indicated
78.0
100
320
Tumas 3 Deposits Total
Inferred
100
10.4
88.3
219
308
Tumas 1, 1 East & 2 Project – JORC 2012
24,900
2,265
54.9
5.0
27,165
59.9
Tumas 1 & 2 Deposit ♦ Indicated
Tumas 1 & 2 Deposit ♦ Inferred
Tumas 1 & 2 Project Total
Sub-Total of Tumas 1, 2 and 3
100
100
54.1
54.0
108.1
196.4
203
250
226
263
11,000
13,500
24,500
24.2
29.8
54.0
51,665
113.9
Tubas Red Sand Project - JORC 2012
Tubas Sand Deposit #
Indicated
Tubas Sand Deposit #
Inferred
100
100
Tubas Red Sand Project Total
10.0
24.0
34.0
187
163
170
1,900
3,900
4.1
8.6
5,800
12.7
Tubas Calcrete Resource - JORC 2004
Tubas Calcrete Deposit
Inferred
100
Tubas Calcrete Total
7.4
7.4
Aussinanis Project - JORC 2004
Aussinanis Deposit ♦
Aussinanis Deposit ♦
Indicated
Inferred
150
150
Aussinanis Project Total
5.6
29.0
34.6
374
374
222
240
237
2,800
2,800
6.1
6.1
1,200
7,000
8,200
2.7
15.3
18.0
Calcrete Projects Sub-Total
272.4
251
68,470
150.7
-
-
-
-
-
-
-
-
-
12.3
-
-
31.7
-
-
2.9
-
46.9
54.9
-
24.2
-
-
9.7
-
-
36.3
-
-
3.65
49.65
-
5.0
-
29.8
4.1
-
-
8.6
-
6.1
2.7
-
-
15.3
85.9
64.8
GRAND TOTAL RESOURCES
570.6
219
125,065
276
28.75
132.8
114.45
Notes:
Figures have been rounded and totals may reflect small rounding errors.
XRF chemical analysis unless annotated otherwise.
♦ eU3O8 - equivalent uranium grade as determined by downhole gamma logging.
# Combined XRF Fusion Chemical Assays and eU3O8 values.
Where eU3O8 values are reported it relates to values attained from radiometrically logging boreholes.
Gamma probes were calibrated at Pelindaba, South Africa in 2007. Recent calibrations were carried out
at the Langer Heinrich Mine calibration facility in July 2018 and September 2019.
During drilling, probes are checked daily against standard source.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Table 5(a): Previous Tumas Ore Reserve (February 2021)
Probable Reserves
Tumas 1 & 2
Tumas 3
Total
U3O8 Cut-off
Tonnes
ppm
150
150
150
Mt
13.9
26.9
40.8
U3O8
ppm
292
371
344
U3O8 Metal
Mlb
9.0
22.0
31.0
Table 5(b): Current Tumas Project Ore Reserves (October 2021)
Classification U3O8 Cut-off
Tonnes
Proved
Probable
Total
ppm
150
150
150
Mt
0.0
89.8
89.8
U3O8
ppm
0
345
345
U3O8 Metal
Mlb
0.0
68.4
68.4
Review of Material Changes
The total Mineral Resource Estimates (MRE) summarised in Table 4 are as at 4 November 2021 and comprise 570.6Mt at
219ppm for 276Mlb of U3O8 up from 2 September 2021 comprising 325Mt at 273ppm for 196Mlb of U3O8 and 315Mt at 261ppm
for 185Mlb of U3O8 at 30 June 2021 and 233Mt at 310ppm for 159.3Mlb of U3O8 at 30 June 2020.
The material changes occurred from Mineral Resource infill drilling (September 2021) and as part of the ongoing DFS (October
21) and subsequently on completing an upgrade to 2012 JORC reporting status of the Omahola Basement resources
(November 2021).
The ongoing DFS delivered encouraging results including the Company’s upgraded Ore Reserve as shown at Table 5. The
ongoing DFS confirms costs of the Project are trending lower than previously assumed and that the marginal cut-off grade
for reserve estimation, using the Measured and Indicated Resources, could be decreased to 100ppm eU3O8 from the 200ppm
previously used. These lower cut-off grade is now used for the current Mineral Resource Estimates as listed on Table 4.
Uranium mineralisation at Omahola occurs across three deposits including Ongolo, MS7 and Inca and previously amounted
to a Measured, Indicated and Inferred Mineral Resource base of 45.1Mlb U3O8 at 420ppm at 250ppm cut off and are now
reported at a 100ppm U3O8 cut off and contain 125.3Mlb U3O8 at 190ppm. At a 150ppm U3O8 cut off the deposits contain a
combined 82.9Mlb U3O8 at 269ppm. Table 6(a) and 6(b) list the details of the previous and current Mineral Resource Estimates
respectively.
Table 6(a): Previous estimated mineral resources of Namibian
basement deposits reported to JORC (2004) Code
Deposit
Inca
Ongolo
MS7
Total
Category
Indicated
Inferred
Measured
Indicated
Inferred
Measured
Indicated
Inferred
Cut-off ppm
U3O8
Tonnes
Mt
Grade
U3O8
ppm
Metal t
Metal
Mlb
250
250
250
250
250
250
250
250
7.0
5.4
7.7
9.5
12.4
4.4
1.0
1.3
48.7
470
520
395
372
387
441
433
449
420
3,300
2,800
3,000
3,500
4,800
2,000
400
600
7.2
6.2
6.7
7.8
10.6
4.3
1.0
1.3
45.1
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PROJECT DESCRIPTION AND REVIEW
Table 6(b): Updated Mineral Resource Estimates of Namibian basement
deposits reported to JORC (2012) Code (November 2021)
Deposit
Inca
Ongolo
MS7
Total
Category
Indicated
Inferred
Measured
Indicated
Inferred
Measured
Indicated
Inferred
Cut-off ppm
U3O8
Tonnes
Mt
100
100
100
100
100
100
100
100
21.4
15.2
47.7
85.4
94
18.63
7.15
8.71
298.2
Grade
U3O8
ppm
260
290
187
168
175
220
184
190
190
Metal t
5,600
4,400
8,900
14,300
16,400
4,100
1,300
1,600
Metal
Mlb
12.3
9.7
19.7
31.7
36.3
9.05
2.9
3.65
125.3
Material changes from the prior year are as shown above.
Governance and Internal Controls
The Company maintains thorough QAQC protocols for conducting exploration, site practice, sampling, safety, monitoring and
rehabilitation which are documented in the Company’s various standard operating procedure manuals (SOPs).
Drilling methods vary according to the nature of the prospect under evaluation. These can include auger, sonic, air core or
reverse circulation drilling for unconsolidated formations; to reverse circulation (hammer) and diamond core drilling (HQ &
NQ) for hard rock formations. Typically, resource estimations are based on a mix of downhole radiometric sampling and
chemical assaying. Assay samples are collected over one metre intervals. Radiometric data is acquired at 5cm intervals and
composited to one metre intervals. Where statistical validation confirms radiometric and chemical assay equivalence, the
resource estimate is primarily based on the radiometric data.
All radiometric data is acquired digitally by in-house personnel trained to operate the Company’s fleet of Auslog downhole
probes. These probes are calibrated at the Pelindaba pits in South Africa or at the Langer Heinrich pit in Namibia. QAQC
controls for radiometrically acquired data comprise daily calibration sleeve checks and periodic comparison at a Reptile
Uranium Namibia (Pty) Ltd test hole in Namibia. Assay samples are acquired by a three-tier riffle splitter or cone splitter at
the drill site. Duplicate samples are inserted at 1:20 frequency. Diamond core samples are assayed as quarter-core over one
metre intervals. External laboratories (ALS South Africa) assay for uranium by either pressed powder XRF or fused bead
XRF. Characterisation of radiometric equilibrium has been assessed by submission of samples to ANSTO Minerals
Laboratory in Sydney, Australia.
Drill hole collars are DGPS-surveyed by in-house operators, after an initial pick-up by hand-held GPS. Downhole directional
surveys are outsourced to independent contractors.
Drill hole sample logging captures a suite of lithologic, alteration, mineralogic and hand-held radiometric data, at one metre
intervals. This data is captured as permanent hard copy prior to digital input onto an in-house GBIS database. The parallel
collection of drill sample and wireline probe data enables error recognition in depth discrepancies and confirmation of sampling
accuracy.
Drill plans and sections generated from drilling and surface mapping are used to constrain wireframe mineralisation models;
upon which resource estimations are made. Resource estimations for currently quoted prospects have been calculated by
internal qualified staff or independent third-party consultants.
D e e p Y e l l o w L i m i t e d
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PROJECT DESCRIPTION AND REVIEW
Competent Persons’ Statements
Exploration
The information in this report as it relates to exploration results was compiled by Dr Katrin Kärner, a Competent Person who
is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Dr Kärner, who is currently the Exploration
Manager for RMR, has sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which she is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of
the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr Kärner consents to
the inclusion in this report of the matters based on the information in the form and context in which it appears. Dr Kärner holds
shares in the Company.
Mineral Resource Estimate and Ore Reserve
The information in this Report including the Annual Mineral Resource and Ore Reserve Statement is based on and fairly
represents information and supporting documentation prepared or reviewed and compiled by Mr Martin Hirsch, M.Sc.
Geology, who is a member of the Institute of Materials, Minerals and Mining (UK) and the South African Council for Natural
Science Professionals, Mr David Princep who is a Fellow and Chartered Professional of the AusIMM and Mr Eduard Becker
who is a member of the AusIMM, respectively. Mr Hirsch is the Manager for Resources and Pre-Development for RMR. Mr
Princep is an independent consultant and Mr Becker is Head of Exploration/Resources Development for Deep Yellow. Messrs
Hirsch, Princep and Becker have sufficient experience which is relevant to the style of mineralisation and type of deposit
under consideration and to the activity which they are undertaking, to qualify as a Competent Person in terms of the
‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code 2012 Edition).
Messrs Hirsch, Princep and Becker consent to the inclusion in this report of the matters based on their information in the form
and context in which it appears.
The information in this report that relates to Ore Reserves is based on information compiled by Mr Quinton de Klerk, who is
employed by Cube Consulting. Mr de Klerk is a Fellow of the Australasian Institute of Mining and Metallurgy and has sufficient
experience which is relevant to the activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition
of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code)”. Mr
de Klerk consents to the inclusion in the report of the matters based on his information in the form and context in which it
appears.
Geophysics Component
Deconvolution was used to convert the current down-hole gamma data from the Tumas Project to equivalent uranium values
(eU3O8) and was performed by experienced in-house personnel from Deep Yellow. The data conversion was checked and
validated by Mr Matt Owers up to October 2019, a geophysicist who is knowledgeable in this process and worked as a
consultant for Resource Potentials with over 5 years of relevant experience in the industry. Mr Owers is a member of Australian
Institute of Geoscientists and has sufficient experience with this type of processes to qualify as a Competent Person in terms
of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code 2012
Edition). Mr Owers consents to the inclusion in this Report of the matters based on his information in the form and context in
which it appears. In 2020 this work was done by Dr. Doug Barrett, a geophysicist who works as a consultant with over 10
years of relevant experience in the industry. Dr. Barrett has sufficient experience with this type of processes to qualify as a
Competent Person in terms of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
Reserves’ (JORC Code 2012 Edition). Dr. Barrett consents to the inclusion in the report of the matters based on his information
in the form and context in which it appears.
From 2021 the down hole gamma logging was checked by Dr Patrick Brunel a geophysicist who works as a consultant with
25 years of relevant experience in the industry. Dr. Brunel obtained his doctorate in Earth Sciences (Geophysics) in 1995 and
has over 10 years’ experience with this type of process to qualify as a Competent Person in terms of the ‘Australasian Code
for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code 2012 Edition). Dr Brunel in a
member of the European Association of Geoscientists and Engineers and consents to the inclusion in the report of those
matters based on his information in the form and context in which it appears. Where the Company refers to the other JORC
2012 resources and JORC 2004 resources in this report, it confirms that it is not aware of any new information or data that
materially affects the information included in the original announcements and all material assumptions and technical
parameters underpinning the Mineral Resource Estimates in those original announcements continue to apply and have not
materially changed
Project and Technical Expertise
Mr Darryl Butcher is a process engineer/metallurgist working for Deep Yellow and has sufficient relevant experience to advise
the Company on matters relating to mine development and uranium processing, project scheduling, processing methodology
and project capital and operating costs. Mr Butcher is satisfied and consents to the information provided in this report
regarding the Tumas PFS and Tumas DFS progress.
D e e p Y e l l o w L i m i t e d
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2 0 2 2 A n n u a l R e p o r t
SUSTAINABILITY AND GOVERNANCE
OUR APPROACH TO SUSTAINABILITY
Deep Yellow is focused on creating long-term value for its shareholders, stakeholders and the communities in which we
operate. A key pillar to successfully achieving this goal is through the efficient, effective and ongoing implementation of
environmental, social and governance (ESG) pillars.
With a management team that has a proven and successful history in the uranium sector, we understand the importance of
sustainably and making it core to how we operate, as we move into pre-development and beyond. By taking an early approach
to the implementation of key ESG practices and principles, Deep Yellow is focused on creating a company-wide approach to
sustainable practices and developing the Company and our projects in the right manner.
Sustainability reporting reflects Deep Yellow’s commitment to be accountable to its stakeholders with regard to the Company’s
sustainability performance and future direction. Deep Yellow publicly released its first Sustainability Report in 2020 and the
2022 Report, soon to become available on our website, will be our third Report.
Deep Yellow is committed to improve our reporting on environmental, social, economic and governance aspects of the
business to ensure that there is transparency and disclosure to all of our stakeholders. In that manner we are expanding on
our sustainability reporting and establishing a process to systematically collect data for the various sustainability metrics
across the business. This will allow us to achieve consistent and comparable benchmark reporting through a global
Sustainability Reporting Framework as we move into development and operations.
GOVERNANCE FRAMEWORK
The Board of Deep Yellow has responsibility for corporate governance for the Company and its subsidiaries (the Group) and
has implemented policies, procedures and systems of control with the intent of providing a strong framework and practical
means for ensuring good governance outcomes which meet the expectations of all stakeholders.
The Corporate Governance Statement, for the year ended 30 June 2022 and approved by the Board on 22 September 2022,
sets out corporate governance practices of the Group which, taken as a whole, represents the system of governance.
The framework for corporate governance follows the 4th Edition of the ASX Corporate Governance Council’s Principles and
Guidelines. The Directors have implemented policies and practices which they believe will focus their attention and that of
their Executives on accountability, risk management and ethical conduct. DYL will continue to review its policies to ensure
they reflect any changes within the Group, or to accepted principles and good practice. The updated policies are available
on the Company’s website (https://deepyellow.com.au/about-us/corporate-governance/).
Where the Board considers the Group is not of sufficient size or complexity to warrant adoption of all the recommendations
set out in the ASX Corporate Governance Council’s published guidelines, these instances have been highlighted.
This statement is available on the Deep Yellow website, along with the ASX Appendix 4G, a checklist cross-referencing the
ASX Principles and Recommendations to disclosures in this statement and copies and summaries of charters, principles and
policies referred to in this statement.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
The Directors present their report on Deep Yellow and the entities it controlled at the end of, and during, the year ended 30
June 2022 (the Group).
DIRECTORS
The names and details of the Directors of the Company in office during the financial year and until the date of this report are
as set out below. Directors were in office for this entire period unless stated otherwise.
Names, qualifications, experience and special responsibilities
Chris Salisbury B.Eng, FAICD
Non-executive Chair
Mr Salisbury is a highly experienced mining executive, with over 30 years of global experience across senior strategic and
operational roles for the Rio Tinto Group. He is a qualified metallurgical engineer and Fellow of the Australian Institute of
Company Directors. He brings extensive uranium experience having led operating companies in Australia and in Namibia.
He was Chief Executive of Energy Resources Australia (ERA) between 2004 - 2008, a significant global uranium business,
and, during his time, an ASX 100 company. Mr Salisbury also served as Non-executive Director of ERA. From 2011-2013
Mr Salisbury was Managing Director/Head of Country for Rio Tinto’s Rössing Uranium Mine and was based in Swakopmund
Namibia. During his long career with Rio Tinto, Mr Salisbury also held executive roles across a diverse range of commodities
including Chief Operating Officer – Pacific Bauxite and Alumina (2008-11), Chief Operating Officer – Rio Tinto Coal (2013-
16) and most recently Chief Executive – Iron Ore (2016-20).
Mr Salisbury is recognised as a transformational leader delivering significant improvements across safety, productivity and
culture. He has board experience beyond ERA including chair of the Robe River Mining joint venture, director of the Minerals
Council of Australia and Australia Japan Business Cooperation Committee and was director of a number of non-listed Rio
Tinto entities and joint ventures. Mr Salisbury is a Non-executive director of Infinite Green Energy, a pioneer of green hydrogen
developments that facilitate the transitioning of the Australian economy towards net zero emissions.
Mr Salisbury is the Chair of the Nomination and Remuneration Committee and serves on the Audit and Risk Committee.
During the past three years Mr Salisbury has also served as a director of the following listed companies:
BCI Minerals Limited - appointed 28 May 2021*
John Borshoff BSc, FAusIMM, FAICD
Managing Director/CEO
Mr Borshoff joined the Deep Yellow Board in 2016. He is an experienced mining executive and geologist with more than 30
years of uranium industry experience. He spent more than a decade at the start of his career as a senior geologist and
manager of the Australian activities of German uranium miner Uranerz. In 1993, following the withdrawal of Uranerz from
Australia, Mr Borshoff founded Paladin Energy Ltd (Paladin). He built that company from a junior explorer into a multi-mine
uranium producer with a global asset base and valuation of more than $5 billion at its peak.
At Paladin, Mr Borshoff led the team that completed the drill out, feasibility studies, financing, construction, commissioning
and safe operation of the first two conventional uranium mines built in the world for 20 years. He also oversaw numerous
successful, large public market transactions including acquisitions and major capital raisings before leaving Paladin in 2015.
Mr Borshoff is recognised as a global uranium industry expert and has a vast international network across the uranium and
nuclear industries, as well as the mining investment market. He has a Bachelor of Science (Geology) from the University of
Western Australia and is a Fellow of both the Australian Institute of Company Directors and the Australasian Institute of Mining
and Metallurgy.
He is a member of the Uranium Forum within the Minerals Council of Australia (of which he is a former Board member) and
sits on the Council of the Namibian Chamber of Mines.
Mr Borshoff served on the Risk Committee until it was amalgamated with the Audit Committee on 24 June 2022.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
Gillian Swaby BBus, FCIS, FAICD, AAusIMM
Executive Director
Ms Swaby joined the Deep Yellow Board in 2005 as Non-executive director and became an Executive director in 2016. She
is an experienced mining executive with a broad skillset across a range of corporate, finance and governance areas.
She has spent more than 35 years working with natural resources companies in numerous roles including Chief Financial
Officer, Company Secretary, Director and corporate advisor. Ms Swaby worked at Paladin for the period 1993 – 2015 in the
capacity as Executive Director for 10 years and as GM – Corporate Affairs. She had a key role in managing that company’s
growth through mine development, operation, acquisition and exploration. This role included responsibility for the company’s
complex corporate, legal, human relations and corporate social responsibility programs as an operating uranium miner in
multiple African countries.
Ms Swaby served on the Risk Committee until it was amalgamated with the Audit Committee on 24 June 2022.
During the past three years Ms Swaby has also served as a Director of the following listed companies:
Comet Ridge Limited - appointed 9 January 2004 *
Panoramic Resources Limited – appointed 8 October 2019 *
Steven Michael BCom, CA, MAICD (appointed 4 August 2022)
Executive Director
Mr Michael has over 25 years’ experience in the global resources sector, specialising in corporate finance and equity capital
markets. He was previously a Managing Director at FTI Consulting, an independent global business advisory firm, was
engaged by Vimy Resources Ltd Interim CEO in August 2021 and subsequently made Managing Director in January 2022.
Mr Michael has previously worked in the natural resources division of Macquarie Bank, Rothschild & Co and Royal Bank of
Canada, in global mining equities research and sales, corporate finance and investment banking. He was previously CFO of
an exploration and development company with significant uranium resources in South Korea.
During the past three years Mr Michael has also served as a Director of the following listed companies:
Predictive Discovery Limited – appointed 18 December 2019 *
WIA Gold Limited – appointed 8 September 2020 *
Vimy Resources Limited – appointed 29 November 2021; ceased role on 4 August 2022
Mervyn Greene MA (Maths), BAI (Engineering), MBA
Non-executive Director
Mr Greene joined the Deep Yellow Board in November 2006 and was Chairman from August 2007 to August 2013. He is an
experienced investment banker and entrepreneur who has been working in investment markets in Africa, Europe and the
United States for more than 35 years. His most recent experience has focussed on private equity investment in a range of
sectors, specialising in fin-tech, construction, general technology and property. He currently serves as co-founder and
Director of EPIC, The Irish Emigration Museum and is co-founder and Chairman of Dogpatch Labs, Ireland’s leading tech
start-up hub and recently became the Chairman of the NDRC, the Irish government’s national tech start-up accelerator. He
leads, as managing director, both CHQ Dublin Limited and MGR Properties, specialised Irish property development
companies. All these businesses are located in Dublin, Ireland.
From 1997 – 2005 Mr Greene was co-founder and London-based partner of Irwin Jacobs Greene, one of Namibia's premier
stockbroking, private equity and corporate finance advisory firms. Prior to this Mr Greene worked for investment bank Morgan
Stanley in New York and London.
Mr Greene served on the Audit Committee and Remuneration Committee until 16 December 2021.
Greg Meyerowitz BCom, CA, MAICD, FCA(ANZ), FFINSIA, MCA(SA) (Appointed 1 December 2021)
Non-executive Director
Mr Meyerowitz is a chartered accountant with over 35 years of experience in the professional services industry and commerce.
As a senior audit partner at the international accounting firm of EY, and head of the Perth Audit Division for 10 years, Mr
Meyerowitz has acted as the lead audit signing partner for five ASX 100 companies, including two ASX 20 companies. He
has worked across a diverse range of sectors and has extensive experience working with mining and energy companies with
global operations in countries such as Australia, Brazil, Finland, Indonesia, Italy, Malawi, Mauritania, Namibia, Sweden and
the USA. This includes time spent in the uranium sector.
Mr Meyerowitz is currently the Group Risk and Compliance Director of APM Human Services International Limited, an ASX
listed human services provider operating in 11 countries.
Mr Meyerowitz is Chair of the Audit and Risk Committee and serves on the Nomination and Remuneration Committee.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
Wayne Bramwell BSc Mineral Science – Ext Met, Grad Dip Bus, MSc Mineral Science, GAICD (appointed 4 August 2022)
Non-executive Director
Mr Bramwell is a metallurgist, mineral economist and experienced company director. He has extensive international and
Australian mining, exploration and project development, M&A and governance expertise in precious and base metal
companies spanning nearly three decades. He is currently the Managing Director of Western Australian gold miner, Westgold
Resources Limited.
During the past three years Mr Bramwell has also served as a director of the following listed companies:
Vimy Resources Limited (appointed 19 October 2021, ceased role on 4 August 2022)
CZR Resources Limited (appointed 3 November 2020, ceased role on 19 February 2021)
Azure Minerals Limited (appointed 14 October 2020, ceased role on 19 February 2021)
Adrea Resources Limited – appointed 29 January 2018; ceased role on 3 July 2020
Westgold Resources Limited - appointed 3 February 2020 *
Justin Reid BSc, MSc, MBA (ceased role on 3 May 2022)
Non-executive Director
Mr Reid is a geologist and capital markets executive with more than 20 years of experience focused exclusively in the mineral
resources sector. He has held a number of senior executive roles, including President and Director of Sulliden Gold
Corporation, until its acquisition of Rio Alto Mining in 2014, President and CEO of Toronto-listed Sulliden Mining Capital Inc
which acquires and develops mining projects in the Americas. He is CEO of Troilus Gold a Canadian development stage
resource company focusing in Northern Quebec.
Mr Reid started his career as a geologist with Cominco Limited, before becoming a partner and senior mining analyst at
Cormark Securities in Toronto and then Managing Director Global Mining Sales at the National Bank of Canada.
During the past three years Mr Reid has also served as a director of the following listed company:
Aguia Resources Ltd (appointed 7 April 2015, ceased role on 5 August 2019)
Rudolf Brunovs MBA, FCA, FAICD (ceased role on 31 December 2021)
Non-executive Director
Mr Brunovs joined the Deep Yellow Board in 2007. He is a highly experienced director with more than 35 years of experience
in business. He is a former audit partner of the international accounting firm Ernst & Young and for 12 years held the position
of Managing Partner, first of the firm’s Parramatta office and followed by the Perth office. He was also a member of the
Minerals and Energy Division within Ernst & Young. Mr Brunovs has been a Director of Lions Eye Institute, a major WA based
not for profit organisation, for more than 10 years and is a director of a privately-owned biotechnology company based in
Perth. He holds a Masters of Business Administration from Bowling Green State University in Ohio and is a Fellow of both
the Institute of Chartered Accountants of Australia and New Zealand and the Australian Institute of Company Directors.
Christophe Urtel MSc, BSc (ceased role 29 November 2021)
Non-executive Director
Mr Urtel has over 20 years of experience in the natural resources sector.
Prior to joining Anglo American he was Head of Strategy and Capital (EMEA) for commodity trader Noble Group Limited, a
Fund Manager at Laurium LP and an Executive Director in J.P. Morgan’s Principal Investment franchise in London,
responsible for natural resources investments. Previously Mr Urtel worked in J.P. Morgan and its predecessor organisations
from 1999 – 2008, specialising in providing M&A, equity capital market and debt capital market advice to companies in the
metals and mining sector.
* Denotes current directorship
Company Secretary
Mark Pitts BBus, FCA, GAICD
Mr Pitts is a Director of a corporate advisory firm Endeavour Corporate and has over 30 years’ experience in business
administration, statutory reporting and corporate compliance. Having started his career with KPMG in Perth, he has worked
at a senior management level in a variety of commercial and consulting roles including mining services, healthcare and
property development.
The majority of the past 20 years has been spent working for, or providing company secretarial, accounting, finance and
compliance services to, publicly listed companies in the resources sector.
He is a registered company auditor and holds a Bachelor of Business Degree from Curtin University, is a Fellow of Chartered
Accountants Australia and New Zealand and is a graduate of the Australian Institute of Company Directors.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
Interests in the Shares and Options of the Company
As at the date of this report, the Directors’ interests in shares and options of the Company were:
Director
Chris Salisbury*
John Borshoff
Gillian Swaby
Steven Michael
Mervyn Greene**
Greg Meyerowitz
Wayne Bramwell
Number of Ordinary
Shares
-
13,671,900
8,591,506
588,000
2,778,337
50,000
-
Number of Options over
Ordinary Shares
133,333
-
-
-
176,519
-
-
* Mr Salisbury was issued with Zero Exercise Priced Options (ZEPOs) as per Table 5 in the Remuneration Report.
**Non-executive directors were issued with ZEPOs on:
•
•
•
18 December 2019 with a 1 July 2020 vesting date and 1 July 2024 expiry date;
27 November 2020 with a 1 July 2021 vesting date and 1 July 2025 expiry date; and
6 December 2021 with a 1 July 2022 vesting date and 1 July 2025 expiry date.
Dividends
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
Principal Activities
The principal activities during the financial year of entities within the Group were:
∗
∗
∗
∗
∗
∗
Progressing the Tumas Project DFS as planned and focussed on evaluation of a 20+ year LOM, evaluating the viability
of palaeochannel-related Langer Heinrich style deposits.
Submission of a Mining Licence application to the Namibian Ministry of Mines and Energy (MME).
Continuation of an Environmental Impact Assessment (EIA) and Environmental Management Plan required for the
grant of an Environmental Clearance Certificate by the Ministry of Environment, Forestry and Tourism (MEFT).
Exploration activities on the Omahola Basement Project within the highly prospective “Alaskite Alley” corridor within
which major uranium deposits including Rössing, Husab, Etango and Valencia deposits are located in the basement
rocks.
Exploration activities on the Nova JV Project adjacent to the Reptile Project in Namibia.
Evaluating uranium projects for growth opportunities resulting in the successful merger with Vimy Resources Ltd post
the FY22 reporting period.
Other than the foregoing, there have been no significant changes in the nature of activities during the year.
Operating and Financial Review
Review of Operations
A detailed review of the Group’s operations by project is set out in the ‘Review of Operations’ on pages 4 to 14.
Operating Results for the Year
The Group’s net loss after income tax for the financial year is $6,825,310 (2021: loss $4,815,206).
Financial Position
At the end of the financial year the Group had $64,924,350 (2021: $52,448,274) in cash and at-call deposits. Capitalised
mineral exploration and evaluation expenditure carried forward was $49,727,889 (2021: $43,420,220).
The Group has net assets of $115,117,018 (2021: $96,295,744).
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
COVID-19
Although the COVID-19 pandemic has been ongoing, it had minimal, if any impact on the Group. This is largely due to the
strict health protocols that were adopted across the Group.
The COVID-19 pandemic has had no impact on the Group during the financial year on:
*
*
the recognition and/or measurement of the value of the Group’s assets and liabilities;
disclosures relating to estimation uncertainty, key assumptions and sensitivity analysis and/or underlying drivers of
results, business strategies, risks and future prospects;
going concern assessments and solvency or subsequent events; and/or
any other area within the Group or its financial statements.
*
*
Travel restrictions no longer impacted the Group as travel returned to normal during the financial year. Where travel
restrictions did still exist in the earlier part of the financial year, it was overcome to a large extent by technology. Improved
intergroup conference and on-line communication facilities reduced any negative impact that travel restrictions could have
had.
COVID-19 vaccines were available in all jurisdictions with multiple information sessions held by health professionals with
employees, consultants and Directors during the year.
The Company is also not aware of any events after the reporting period requiring adjustment to the financial statements as a
result of COVID-19.
Business Strategies and Prospects for Future Financial Years
Deep Yellow Limited is a clearly differentiated, advanced uranium exploration company in pre-development phase that was
rejuvenated by the appointment of John Borshoff, founder of Paladin Energy Ltd, as CEO in October 2016. The Company
then set a new direction built around a unique, counter-cyclical strategy focused on organic and inorganic growth to deliver a
Tier-1 uranium producer with a low cost, multi project global uranium platform.
Organic growth is delivered through exploration and development of the Company’s Namibian project portfolio. Since 2016,
exploration success has quadrupled the resource base at the Tumas Project, at a very low discovery cost. Namibia is a top-
ranked uranium mining jurisdiction where Deep Yellow holds four large cornerstone tenements situated in the heart of what
is a world recognised, prospective uranium province containing major uranium deposits which includes the three largest open
cut uranium mines worldwide.
The Company’s inorganic growth plan is based on a targeted merger and acquisition program to establish a diversified
portfolio of uranium operations for development. The first growth opportunity was achieved when Deep Yellow successfully
merged with Vimy Resources Ltd post the FY22 reporting period.
Effective execution of this unique strategy requires a leadership team with a proven track record, extensive industry knowledge
and capability to deliver. Deep Yellow has assembled a standout uranium team that brings strong project development,
operational and corporate capabilities. The majority of this team successfully worked together at Paladin Energy Ltd, which
grew from a US$2M explorer into a $5B high-quality uranium producer pre-Fukushima.
The medium to long-term outlook for uranium is extremely positive, supported by the integral role nuclear power will play in
meeting global clean energy targets. Through the operational expertise of the Company’s Board and management team,
Deep Yellow is well placed to provide uranium supply security and certainty into a growing market.
Significant Events after the Balance Date
There have been no events or circumstances which materially affect the Annual Financial Statements of the Group between
30 June 2022 and the date of this report other than the following:
On 31 March 2022 Deep Yellow Limited and Vimy Resources Ltd has announced their agreement to a proposed merger by
Scheme of Arrangement under which Deep Yellow would acquire 100% of the Vimy shares on issue to create a new global
uranium player. The merger was implemented on 5 August 2022 with 344,343,348 Deep Yellow shares issued to Vimy
shareholders, whereby they received 0.294 DYL shares for each Vimy share held.
On 10 August 2022, the Ministry of Mines and Energy in Namibia, in terms of the relevant provisions of the Minerals
(Prospecting and Mining) Act, 1992 delivered a Notice of Preparedness to Grant Mining Licence ML 237 to Reptile Uranium
Namibia (Pty) Ltd, subsidiary of Deep Yellow Limited in relation to the Tumas Project. The final issue of the licence
documents is still subject to the issuance of an Environmental Clearance Certificate in respect of the project.
Environmental Regulation and Performance
The Group holds Exclusive Prospecting Licences (EPLs) issued by the Namibian authorities. These EPLs require the holder
to observe any requirements, limitations or prohibitions on its exploration operations in the interest of the environmental
protection, as imposed by the relevant authorities.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
The Group is in the process of undertaking an EIA in connection with the current Tumas Mining Licence Application for which
a Preparedness to Grant the Mining Licence was issued on 10 August 2022, subject to the issuance of the Environmental
Clearance Certificate.
There have been no known breaches of the Group’s EPL conditions or any environmental regulations to which it is subject.
Share Options
Granted
During the financial year and up to the date of this report, 186,242 options have been issued to Key Management Personnel
(KMP) as part of their remuneration. Refer to Table 5 in the Remuneration Report for further details of the options issued.
Shares issued as a result of the exercise of options
During the financial year, 50,322,446 options have been exercised to acquire fully paid ordinary shares in the Company at a
weighted average exercise price of 50 cents per share.
Performance Rights
As at the date of this report, there were 390,520 Performance Rights outstanding (402,688 at the reporting date). Refer to
Note 20 for further details of the Performance Rights outstanding.
There are no participating rights or entitlements inherent in the Performance Rights and Performance Rights’ holders will not
be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Performance
Rights.
During the financial year, 583,819 shares have been issued at a weighted average issue price of 45.78 cents per share in
relation to Performance Rights that vested.
Indemnification and Insurance of Directors and Officers
During or since the financial year, the Company has paid premiums to insure certain officers of the Company. The officers
of the Company covered by the insurance policy include the Directors and the Company Secretary named in this report.
The Directors’ and Officers’ Liability insurance provides cover against all costs and expenses that may be incurred in
defending civil proceedings that fall within the scope of the indemnity and that may be brought against the officers in their
capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual
officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a
confidentiality clause under the insurance policy.
Indemnification of Auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the
terms of its audit engagement agreement against claims by third parties arising from the audit. No payment has been made
to indemnify Ernst & Young during or since the financial year.
D e e p Y e l l o w L i m i t e d
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DIRECTORS’ REPORT
(continued)
Non-audit Services and Auditor’s Independence Declaration
The following non-audit services were provided by the Group’s auditor, Ernst & Young Australia. The Directors are satisfied
that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence
was not compromised.
Ernst & Young Australia received or are due to receive the following amounts for the provision of non-audit services:
Tax advisory services
A$
13,920
A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act is set out on
page 36.
Directors’ Meetings
The number of meetings of Directors (including meetings of Committees of Directors) held during the year ended
30 June 2022, whilst each Director was in office, and the number of meetings attended by each Director was:
Directors’ meetings
Board
Meetings of Committees
Audit and Risk
Nomination and
Remuneration
Eligible
Attended
Eligible
Attended
Eligible
Attended
16
2
3
16
16
16
8
9
16
12
7
16
16
16
7
9
16
7
6
1
-
-
1
1
1
2
-
1
-
-
1
1
1
1
-
3
-
-
-
2
1
1
-
3
-
-
-
2
1
-
-
Number of meetings held:
Number of meetings eligible
and attended:
Chris Salisbury
John Borshoff
Gillian Swaby
Rudolf Brunovs
Greg Meyerowitz
Mervyn Greene
Justin Reid
Christophe Urtel
Committee Membership
As at the date of this report, the Company had Audit and Risk; and Nomination and Remuneration Committees as detailed
below:
Audit and Risk
Greg Meyerowitz (c)
Chris Salisbury
Nomination and Remuneration
Chris Salisbury (c)
Greg Meyerowitz
Notes
(c) designates the Chair of the Committee.
The Audit Committee expanded to incorporate Risk effective 16 December 2021.
The Remuneration Committee expanded to incorporate Nomination effective 24 June 2022.
D e e p Y e l l o w L i m i t e d
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED)
This Remuneration Report for the year ended 30 June 2022 outlines the remuneration arrangements of the Company in
accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been prepared
in accordance with section 300A and audited as required by section 308(3C) of the Act.
The Remuneration Report is presented under the following sections:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Remuneration principles and strategy; and
Approach to setting remuneration and details of incentive plans.
Introduction.
Highlights for FY22.
Remuneration governance.
Executive remuneration arrangements:
(a)
(b)
Executive remuneration outcomes for FY22 (including link to performance).
Executive contracts.
Non-executive Director (NED) remuneration arrangements.
Additional disclosures relating to shares and options.
Other transactions and balances with key management personnel and their related parties.
Actual Executive KMP remuneration
1.
Introduction
The Remuneration Report details the remuneration arrangements for Key Management Personnel (KMP) who are defined as
those persons having authority and responsibility for planning, directing and controlling the major activities of the Company,
directly or indirectly, including any director (whether executive or otherwise) of the Company.
Each KMP was appointed for the full financial year, unless otherwise stated. For the purposes of this report, the term “Executive”
includes the Managing Director and the Executive Director of the Company.
The table below outlines the KMP of the Group and their movements during FY21.
Position
Term as KMP
Managing Director (MD) / Chief Executive Officer (CEO) Full financial year
Full financial year
Executive Director (ED)
Name
Executive Directors
John Borshoff
Gillian Swaby
Non-executive Directors (NEDs)
Chris Salisbury
Mervyn Greene
Gregory Meyerowitz
Rudolf Brunovs
Justin Reid
Christophe Urtel
Non-executive Chairman
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Non-executive Director
Full financial year
Full financial year
Appointed 1 December 2021
Ceased role on 31 December 2021
Ceased role on 3 May 2022
Ceased role on 29 November 2021
Steven Michael and Wayne Bramwell were appointed on 4 August 2022, after the reporting date and before the date the financial
report was authorised for issue. There were no other changes to KMP in this time.
2.
Highlights for FY22
Executive fixed
remuneration
14.6% increase for
the Managing
Director
A remuneration review was conducted whereby the MD’s remuneration
position was assessed against relevant market comparators considering
individual performance, role complexity and internal remuneration
relativity.
As a result, the MD’s fixed remuneration increased 14.6% from $410,000
to $470,000 per annum during FY2022 with effect from 1 February 2022.
There were no further increases for Executives in FY2022.
See Statutory Remuneration in Section 5 for more details
Short-term incentive
(“STI”) outcome
100% of Maximum
Awarded
Performance measures were met in FY2022, resulting in STI payments
of 100% of maximum for the MD.
See Section 5 for more information.
Long-term incentive
(“STI”) outcome
100% Vesting
(FY18 Grant)
For the three-year performance period ending 30 November 2021, the
FY18 LTI award (granted on 19 November 2018) vested at 100% meeting
the market price test of A$0.743.
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
NED fees
NED fees /
Aggregate NED fee
pool
The aggregate NED fee pool remained unchanged.
There were no increases to the fee structure for NEDs in FY2022.
Refer to Section 6 for disclosures regarding our NEDs.
Review of the Executive
remuneration framework
In progress
The Board is in the process of reviewing the Executive remuneration and
incentive structures to further align with business need and relevant
market practices. Outcomes resulting
the review will be
communicated in the FY2023 Remuneration Report.
from
3.
Remuneration governance
Remuneration Decision Making
The following diagram represents the Group’s remuneration decision making framework:
Board
Reviews and approves executive remuneration and incentives. Sets aggregate NED fees, subject to shareholder
approval.
Nomination and Remuneration Committee
Remuneration framework and policy. Executive & NED remuneration recommendations.
Managing Director
Recomendations on executive remuneration.
Implementation.
Remuneration Consultants
External, independent remuneration advice and
information, as required
The Nomination and Remuneration Committee comprises two independent NEDs and meets regularly through the year. The
MD attends certain Nomination and Remuneration Committee meetings by invitation, where management input is required. The
MD is not present during any discussions related to his own remuneration arrangements. Further information on the Nomination
and Remuneration Committee’s role, responsibilities and membership can be seen at https://deepyellow.com.au/about-
us/corporate-governance/.
Use of remuneration consultants
To ensure the Nomination and Remuneration Committee is fully informed when making remuneration decisions, it seeks external
remuneration advice where required. Remuneration consultants are engaged by, and report directly to the Committee. In
selecting remuneration consultants, the Committee considers potential conflicts of interest and requires independence from the
Company’s KMP and other executives as part of their terms of engagement.
During the financial year, the Nomination and Remuneration Committee approved the engagement of BDO Reward (WA) Pty
Ltd (BDO) to provide remuneration recommendations on Board and Executive Remuneration Structures.
The Board is satisfied with the process undertaken and that the remuneration recommendation was made free from undue
influence from the relevant KMP. In addition, the Board received a declaration from BDO to that effect.
The remuneration recommendations were provided to the Nomination and Remuneration Committee as an input into decision
making only to assist them with making recommendations to the Board. The Nomination and Remuneration Committee
considered the recommendations, along with other factors, in making its remuneration decisions and recommendations to the
Board.
The fees paid to BDO for the remuneration recommendations were $25,355. In addition to providing remuneration
recommendations, BDO provided advice on other aspects of the remuneration of the Group’s employees and various other
advisory services and was paid a total of $41,035 for these services.
In addition, the Nomination and Remuneration Committee engaged The Reward Practice Pty Ltd and BDO Reward (WA) Pty
Ltd as remuneration consultants. The Reward Practice Pty Ltd provided remuneration services in respect to external market
practice and general insights for executive remuneration structures. No remuneration recommendations, as defined by the
Corporations Act, were provided by The Reward Practice Pty Ltd.
Remuneration Report approval at 2021 AGM
The FY2021 Remuneration Report received positive shareholder support at the 2021 AGM with a vote of 99% in favour.
D e e p Y e l l o w L i m i t e d
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
4.
a)
Executive remuneration arrangements
Remuneration principles and strategy
Deep Yellow Limited’s executive remuneration strategy is designed to attract, motivate and retain high performing individuals
and align the interests of executives and shareholders.
The following diagram illustrates how the Company’s remuneration strategy aligns with the strategic direction and links
remuneration outcomes to performance.
To establish a multi-mine, Tier-1 globally diversified uranium company to provide security and certainty of uranium
supply into a growing market
Business objective
Reasonable & Fair
► Remuneration is
competitive for
companies of a
similar size and
complexity
Remuneration strategy linkages to business objective
Shareholder Alignment
► The remuneration
framework incorporates “at-
risk” components, including
both short and longer term
elements delivered in cash
and equity
Value adding
► Build a culture of achievement by
aligning remuneration to financial and
non-financial performance outcomes,
promoting safety, diversity and
stakeholder satisfaction
► Longer-term remuneration encourages
retention of high performers
b)
Approach to setting remuneration and details of incentive plans
Remuneration
Component
Fixed Remuneration
STI
LTI
Vehicle
Purpose
Link to Performance
Comprises base salary or
service fee only.
Paid in cash and/or Loan
Plan Shares which vest over
2 years (ED) or 3 years (MD)
To provide competitive fixed
remuneration
with
reference to role, market and
experience.
set
Rewards Executives for their
contribution to achievement
of
Company
outcomes in the financial
year.
priority
Individual performance
is
considered during the annual
remuneration review.
Linked to measures
including:
► Growth initiatives
i) Mergers and
Acquisitions –
Project Portfolio
ii) Organic – Mineral
Resources and
Feasibility studies
► Capital management
► Personnel management
► Corporate objectives
Awards are made in the
form of Loan Plan Shares
which vest over 3 years (ED)
and after 3 years (MD).
Rewards Executives for their
contribution to the creation of
shareholder value over the
longer term and/or continued
service.
of
awards
Vesting
is
dependent on share price
growth
continued
service.
and/or
D e e p Y e l l o w L i m i t e d
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
In FY22, the Executive remuneration framework consisted of fixed remuneration and short and long- term incentives. The
following diagrams set out the remuneration structure for the Managing Director and Executive Director.
Managing Director
Executive Director
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
Each component of the remuneration structure is further outlined below.
Overall remuneration level and mix
How is overall
remuneration
and mix
determined?
Remuneration levels are considered annually through a review that considers comparative market data,
the performance of the Company and the individual, and the broader economic environment.
The Company aims to reward Executives with a level and mix (proportion of base salary and other benefits,
short term incentives and long-term incentives) of remuneration appropriate to their position,
responsibilities and performance within the Company and that which is aligned with targeted market
comparators including industry peers with comparable market capitalisation and other companies with
which Deep Yellow competes for talent.
The chart below summarises the MD’s and ED’s remuneration mix based on maximum opportunity for fixed
remuneration, short term incentives (STI) and long-term incentives (LTI). The mix is considered appropriate
for Deep Yellow based on the Company’s current phase of operations. Note the remuneration mix is
composed of the opportunity levels, rather than actual remuneration outcome.
MD
32%
8%
22%
38%
ED
42%
18%
40%
Fixed remuneration and other benefits
Fixed Rem
STI Cash
STI Loan Shares
LTI Loan Shares
Fixed remuneration and other benefits are reviewed annually from benchmarked remuneration data. Fixed
remuneration changes for Executives are subject to approval from the Board considering recommendations
from the Nomination and Remuneration Committee.
How are fixed
remuneration
and other
benefits
reviewed and
approved?
Short Term Incentives
What is the STI
plan?
The Company operates an annual STI program that is available to Executives and awards Cash and Loan
Plan Shares to the MD, subject to the attainment of clearly defined individual, non-financial measures and
Loan Plan Shares to the ED, subject to continued service.
What are the
performance
criteria and how
do they align
with business
performance?
What is the
value of the STI
award
opportunity?
The MD’s performance measures are focussed on key performance drivers for the business, including:
► Growth initiatives
Mergers and Acquisitions – Project Portfolio; and
Organic – Mineral Resources and Feasibility studies.
(i)
(ii)
Capital management
Succession planning - quality management team and adequate staff
►
►
The MD has a maximum STI opportunity of 94% of fixed remuneration, approximately a third of which (27%)
is delivered in cash and the remaining two thirds delivered as Loan Plan Shares. The maximum opportunity
may be awarded where all the performance measures are met, at the discretion of the Board.
The ED has a maximum STI opportunity of up to 41% of fixed remuneration, delivered as Loan Plan Shares
subject to continued service.
How are STI
payouts
determined?
On an annual basis, after consideration of performance measure outcomes, the Board in line with their
responsibilities, determine the amount (if any) of the short-term incentive to be paid to the MD and ED,
seeking recommendations from the Nomination and Remuneration Committee and/or MD as appropriate.
What is the STI
Deferral period?
The Loan Plan Shares awarded under the STI plan vest equally over three years for the MD and two years
for the ED.
D e e p Y e l l o w L i m i t e d
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REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
What happens
to STI awards
in the event of
employment
cessation?
What happens
if there is a
change in
control?
Are Executives
eligible for
dividends?
Where an Executive ceases to provide services prior to the vesting of their Loan Plan Shares, all unvested
shares will be compulsorily divested on a date determined by the Board unless the Board exercises its
discretion to allow vesting at or post cessation of employment.
In the event of a change of control of the Group, the Board may determine, in its absolute discretion, that
some or all of the unvested Loan Plan Shares will automatically vest in a manner that allows the Executive
to participate in and/or benefit from any transaction from or in connection with the Change of Control Event.
The Executive is entitled to receive dividends on unvested Loan Plan Shares. For so long as there is an
outstanding loan balance in relation to the Loan Plan Shares, the Executive irrevocably and unconditionally
directs the Company to withhold all after-tax dividends in respect of the participants Loan Plan Shares and
apply all amounts so withheld in repayment of the outstanding loan balance.
Long Term Incentive
What is the LTI
plan?
Under the LTI plan, annual grants of Loan Plan Shares are made to executives to align remuneration with
creation of shareholder value over the long-term.
The Loan Plan Shares reward and incentivise participants through an arrangement where shares are offered
subject to long term performance conditions in the form of share price target and time-based vesting
conditions.
The shares are offered at market value such that the incentive is linked to the increase in value over and
above the purchase price and so aligns the participants to the risks and rewards of a shareholder. The
purchase price payable by the participant for the ordinary shares is lent to the participant under an interest
free limited recourse loan, with the loan secured against the shares. The loan can be repaid at any time,
however, to avoid compulsory divestment of Loan Plan Shares, the loan must be repaid on the earlier of
periods ranging between 5-10 years (determined with each issue) after the issuance of the shares and the
occurrence of:
(a)
(b)
in the case of vested shares, the date being 12 months after cessation of employment or service
contract for any reason; or
pre-determined occurrences as per the Loan Share Plan including but not limited to a Control Event
or material breach by the Participant.
Loan Plan Shares were deliberately chosen because they provide an appropriate level of incentive in a
competitive environment and are cost effective in that there is no cash outlay for the Group which is
appropriate given the Group’s exploration status.
The MD has a maximum LTI opportunity of 120% of fixed remuneration and the executive director has a
maximum LTI opportunity of up to 95% of fixed remuneration.
The number of Loan Plan Shares granted is determined using the fair value at the date of formalising the
Notice of Meeting to obtain shareholder approval for the grant. Those Loan Plan Shares with non-market
based vesting conditions are valued using a Black Scholes option pricing model whilst those with market
based vesting conditions are valued using a Monte Carlo simulation. Actual value is determined using the fair
value at the date of Shareholder approval and multiplying it by the number of Loan Plan Shares granted.
A portion (26%) of the granted Loan Plan Shares vest subject to continued employment only, to encourage
long-term retention. The remaining Loan Plan Shares (74%) vest subject to continued employment and the
achievement of Company share price targets.
All Loan Plan Shares conditions are tested three years after grant for the MD. For the ED, 68% of the Loan
Share Plans relating to share price growth vest three years after grant in line with the MD. The remaining
32% vests equally over three years from date of grant.
Where an Executive ceases to provide services prior to the vesting of their Loan Plan Shares, all unvested
shares will be compulsorily divested on a date determined by the Board unless the Board exercises its
discretion to allow vesting at or post cessation of employment. The divested shares are treated as full
consideration for the repayment of the loan.
In the event of a change of control of the Group, the Board may determine, in its absolute discretion, that
some or all of the unvested Loan Plan Shares will automatically vest in a manner that allows the Executive
to participate in and/or benefit from any transaction from or in connection with the Change of Control Event.
The Executive is entitled to receive dividends on unvested Loan Plan Shares. For so long as there is an
outstanding loan balance in relation to the Loan Plan Shares, the Executive irrevocably and unconditionally
directs the Company to withhold all after-tax dividends in respect of the participants Loan Plan Shares and
apply all amounts so withheld in repayment of the outstanding loan balance.
How much can
Executives
earn?
How is
performance
measured?
When is
performance
measured?
What happens
if an Executive
leaves?
What happens
if there is a
change in
control?
Are Executives
eligible for
dividends?
D e e p Y e l l o w L i m i t e d
2 8
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
5.
Executive remuneration outcomes for FY22 (including link to performance)
Company performance
A summary of Company performance is outlined in the table below.
Measure
Share price at end of year (cents)
(Loss)/Profit per share
U3O8 spot price (US$/lb)
FY2022
59.5
(1.84)
49.75
FY21
71.5
(1.74)
32.25
FY20
20.5
1.19
32.80
FY19
32.0
(1.98)
24.60
FY18
34.0
(1.29)
22.65
Short-term incentive outcomes
Performance outcomes against the non-financial measures as indicated in Section 4(b) met targets, resulting in STI outcomes
at maximum for the Managing Director.
The following table outlines the proportion of maximum STI that was earned and forfeited in relation to the 2022 financial year.
Executive
Mr. Borshoff
Ms. Swaby
Individual
Outcomes
(%)
100
100
STI Awarded
STI Awarded
(% of base salary)
94%
41%
($)
409,131
134,985
Percentage of maximum STI
Executive
Awarded
Forfeited
100%
100%
0%
0%
Long-term incentive outcomes
The table below outlines performance conditions applicable to the 2018, 2019 and 2020 LTI grants which vested either entirely
or partially in FY2022. Projected outcomes for awards still to be tested are assuming the current share price remains unchanged
at the relevant vesting date.
Grant Date
Vesting Date/s
Portion to vest in FY22
Share price target
Share price vesting %
Service criteria
Service Vesting %
Total Vesting
2020 LTI
27-Nov-20
Nov-21
Nov-22
Nov-23
3%
n/a
0%
met
3%
3%
ED
2019 LTI
18-Dec-19
30-Nov-20
30-Nov-21
30-Nov-22
3%
n/a
0%
met
3%
3%
2018 LTI
19-Nov-18
MD
2018 LTI
19-Nov-18
30-Nov-21
30-Nov-21
100%
n/a
n/a
met
100%
100%
100%
$0.743
79%
met
21%
100%
D e e p Y e l l o w L i m i t e d
2 9
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
Statutory Executive KMP remuneration
Table 1 sets out total remuneration for Executive KMP in FY2022 and FY2021, calculated in accordance with statutory
accounting requirements.
Table 1: Statutory KMP Remuneration
Short-term benefits
Share-based
payments
Executive
Directors
Mr. J. Borshoff
Ms. G. Swaby v)
Totals
Year
FY22
FY21
FY22
FY21
FY22
FY21
Fees
Cash Bonus (i)
Loan Plan
Shares (ii)(iii)
Total
% Performance
related (iv)
435,000
389,500
327,450
322,455
762,450
711,955
117,500
102,500
-
-
117,500
102,500
746,490
548,480
432,394
349,559
1,178,884
898,039
1,298,990
1,040,480
759,844
672,014
2,058,834
1,712,494
54.9
51.9
27.9
27.1
(i)
(ii)
(i)
(ii)
(v)
Mr Borshoff earned 100% of his maximum STI opportunity for FY21 and FY22. The cash bonus component of FY22 was
paid after the end of the performance period.
Share-based payments are calculated in accordance with Australian Accounting Standards and are the fair value of
equity related awards that have been granted to Executives.
The share-based payments are made up of short term and long term employee benefits amounting $243,034 and
$503,456 respectively.
Performance measures are based on the cash bonus and the market and participant performance vesting hurdles of
Loan Plan Shares.
Included in Ms Swaby remuneration of $322,455 for FY21 is an amount of $6,000 for services rendered in relation to
incremental project work.
6.
Executive contracts
Remuneration arrangements for KMP are formalised in employment agreements. The following outlines the details of contracts
with key management personnel:
Managing Director - Mr. J. Borshoff
Scomac Management Services Pty Ltd as trustee for the Scomac Unit Trust (Scomac) has been appointed on a non-exclusive
basis to provide the Company with management, strategic, technical and geological expertise and services through Scomac
personnel which they employ or have access to (Scomac agreement).
Consultant personnel who Scomac employ or have access to include Mr John Borshoff, who has offered himself as managing
director and/or chief executive officer of the Group. Where any of the Scomac personnel acts as an officer of the Group, neither
Scomac or the personnel receive any additional payment or increase in fee for discharging the duties and responsibilities as an
officer of the Group.
The terms of the Scomac agreement, as it relates to Mr Borshoff as an employee of Scomac, are formalised in the Scomac
agreement and were disclosed to the ASX on 24 October 2016.
D e e p Y e l l o w L i m i t e d
3 0
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
The current terms are as follows:
►
►
►
►
►
no fixed term, duration subject to termination provisions;
fee for services rendered of $470,000 per annum (plus GST);
the service fee and/or structure to be reviewed annually;
eligibility to receive an annual short-term incentive of up to 25% of the Service Fee, at the discretion of the Company,
paid in cash; and
eligibility to participate in the Company’s Loan Share Plan as both long and short-term incentive on terms determined by
the Board, subject to receiving any required or appropriate shareholder approval.
The Managing Director’s termination provisions are as follows:
Reason for Termination
Notice period Payment in
Treatment of STI and LTI on Termination
Termination by Scomac
6 months
lieu of notice
6 months
Termination by the Company
12 months
12 months
Termination for cause
None
None
Unvested awards compulsorily divested unless the
Board exercises its discretion to allow vesting at or post
cessation of employment
Unvested awards compulsorily divested unless the
Board exercises its discretion to allow vesting at or post
cessation of employment
Unvested awards compulsorily divested unless the
Board exercises its discretion to allow vesting at or post
cessation of employment
Executive Director - Ms. Swaby
The Company has entered into a Consultancy Agreement with Strategic Consultants Pty Ltd (Strategic) for consultancy services
provided by Ms Swaby. The current terms commenced 24 October 2016 and continues until such time as terminated by either
party are as follows:
►
consulting fee of $1,850 per day to a maximum of $333,000 per annum unless otherwise determined in accordance with
business needs;
the fee and/or structure to be reviewed from time to time having regard to the performance of Ms Swaby and the
Company;
either party may terminate the agreement on one month’s notice to the other party; and
eligibility to participate in the Company’s Loan Share Plan as long and short-term incentive on terms determined by the
Board, subject to receiving any required or appropriate shareholder approval.
►
►
►
7. Non-executive director (NED) remuneration arrangements
Remuneration policy
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors
of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The amount of aggregate remuneration sought to be approved by shareholders and the fee structure is reviewed annually
against fees paid to NEDs of comparable ASX listed companies with similar market capitalisation of the Company as well as
similar sized industry comparators. The Board considers advice from external consultants when undertaking the annual review
process.
The Company’s constitution and the ASX listing rules specify that the NED fee pool shall be determined from time to time by a
general meeting. The latest determination was at the 2009 AGM when shareholders approved an aggregate fee pool of $450,000
per year.
The Board is considering an increase in the number of non-executive directors and will propose an increase in the NED pool at
the 2022 AGM.
Structure
The remuneration of NEDs consists of directors’ fees and committee Chair fees. The payment of additional fees for serving as
a committee Chair recognises the additional time commitment required by NEDs who chair sub-committees.
NEDs may be reimbursed for expenses reasonably incurred in attending to the Group’s affairs. NEDs do not receive retirement
benefits, nor do they participate in any incentive programs.
D e e p Y e l l o w L i m i t e d
3 1
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
Shareholder approval was obtained during November 2021 to provide the NEDs with a component of equity-based remuneration
in the form of Zero Exercise Price Options (ZEPOs) in addition to the fees summarised in Table 2. On 29 November 2021 each
NED and the Chairman was issued with 26,455 and 133,332 ZEPOs respectively at an issue price of 94.5c for a total value of
$25,000 and $126,000 respectively.
Table 2 summarises the NED fee policy for FY2022:
Table 2: NED Fee Policy
Board fee
Chairman
Directors
Committee fees
Committee Chair
$103,000
$60,000
$5,000
Table 3 sets out total remuneration for Executive KMP in FY2022 and FY2021, calculated in accordance with statutory
accounting requirements.
Non-Executive Directors
Mr. C. Salisbury
Mr. R. Brunovs (ii)
Mr. M. Greene
Mr. G. Meyerowitz (iii)
Mr. J. Reid (iv)
Mr. C. Urtel (v)
Totals
Year
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
Table 3: Statutory NED Fees
Short-term
benefits
Board and
Committee fees
Post-employment
Superannuation
Share-based
payments (i)
Total
93,636
12,650
40,909
78,666
60,000
57,000
34,470
-
52,500
61,750
25,000
61,336
306,515
271,402
9,364
1,202
4,091
7,473
-
-
3,447
-
-
-
-
-
16,902
8,675
67,034
-
-
25,000
25,000
25,000
-
-
25,000
25,000
-
25,000
117,034
100,000
170,034
13,852
45,000
111,139
85,000
82,000
37,917
-
77,500
86,750
25,000
86,336
440,451
380,077
Details in respect to the awards are provided in Table 5.
Mr Brunovs ceased his role on 31 December 2021.
(i)
(ii)
(iii) Mr Meyerowitz was appointed on 1 December 2021.
(iv) Mr Reid ceased his role on 3 May 2022.
(v)
Mr Urtel ceased his role on 29 November 2021.
8. Additional disclosures relating to Loan Plan Shares, Options and Shares
Loan Plan Shares awarded, vested and lapsed during the year
Table 4 discloses the number of Loan Plan Shares granted, vested and lapsed in relation to KMP during FY2022.
Loan Plan Shares carry voting rights and participants are entitled to dividends on unvested Loan Plan Shares. For so long as
there is an outstanding loan balance in relation to the Loan Plan Shares, the participant irrevocably and unconditionally directs
the Company to withhold all after-tax dividends in respect of the participants Loan Plan Shares and apply all amounts so withheld
in repayment of the outstanding loan balance.
D e e p Y e l l o w L i m i t e d
3 2
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
Table 4: Loan Plan Shares Granted, Vested and Lapsed
Number
Value
Financial
year
Number
issued
Issue date
Fair Value
per share
at issue
date
(cents)
Vesting
date
Exercise
price
(cents)
Expiry date
(i)
Vested
during
year
Lapsed
during
year (ii)
Issued during
year
$A
Vested
during year
A$ (iii)
Executive directors
J Borshoff
2019
184,685
19-Nov-18
2019
281,593
19-Nov-18
2019
1,042,373
19-Nov-18
G Swaby
2020
2021
2022
2022
2022
2022
2022
2019
2019
2020
2020
2021
2021
2022
2022
2022
2022
2022
2022
268,559
18-Dec-19
340,032
27-Nov-20
122,741
122,740
122,740
262,003
744,639
54,054
6-Dec-21
6-Dec-21
6-Dec-21
6-Dec-21
6-Dec-21
19-Nov-18
750,000
19-Nov-18
196,507
18-Dec-19
111,765
18-Dec-19
215,311
27-Nov-20
133,971
27-Nov-20
94,660
50,518
94,660
50,518
50,518
6-Dec-21
6-Dec-21
6-Dec-21
6-Dec-21
6-Dec-21
412,473
6-Dec-21
37.6
37.6
32.4
15.9
27.4
79.2
79.2
79.2
79.2
63.0
37.6
32.4
15.9
15.9
27.4
27.4
71.3
79.2
71.3
79.2
79.2
63.0
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-22
30-Nov-23
30-Nov-24
30-Nov-24
30-Nov-24
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-21
30-Nov-22
30-Nov-22
30-Nov-23
30-Nov-23
30-Nov-24
30-Nov-24
46.5
46.5
46.5
27.0
35.5
92.8
92.8
92.8
92.8
92.8
46.5
46.5
27.0
27.0
35.5
35.5
92.8
92.8
92.8
92.8
92.8
92.8
19-Nov-23
104,235
19-Nov-25
201,718
19-Nov-25
1,042,373
18-Dec-24
201,718
30-Nov-25
340,032
6-Dec-31
6-Dec-31
6-Dec-31
6-Dec-31
6-Dec-31
-
-
-
-
-
19-Nov-23
54,054
19-Nov-23
750,000
18-Dec-24
196,507
18-Dec-24
111,765
30-Nov-25
215,311
30-Nov-25
133,971
6-Dec-28
6-Dec-31
6-Dec-28
6-Dec-31
6-Dec-31
6-Dec-31
-
-
-
-
-
-
Table 5: Share Options Awarded, Exercised and Lapsed During the Year
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
53,681
103,885
536,822
143,220
212,250
-
-
-
-
-
27,838
386,250
139,520
79,353
134,569
83,732
97,211
97,210
97,210
207,506
469,123
-
-
-
-
-
-
67,493
40,010
67,493
40,010
40,010
259,858
Value
Financial
year
Number
issued
Issue Date
Fair Value
per option at
issue date
(cents)
Vesting
date
Exercise
price
(cents)
Expiry
date
Number
Vested
during
year
Issued
during year
$A
Vested during
year
A$ (i)
2021
2021
Non-executive Directors
2021
R Brunovs
M Greene
J Reid
C Urtel
M Greene
J Reid
C Salisbury
C Salisbury
C Salisbury
2022
2022
2022
2022
2022
2021
57,471
27-Nov-20
57,471
27-Nov-20
57,471
27-Nov-20
57,471
27-Nov-20
26,455
29-Nov-21
26,455
29-Nov-21
44,444
29-Nov-21
44,444
29-Nov-21
44,444
29-Nov-21
43.5
43.5
43.5
43.5
94.5
94.5
94.5
94.5
94.5
1-Jul-21
1-Jul-21
1-Jul-21
1-Jul-21
1-Jul-22
1-Jul-22
1-Jul-22
1-Jul-23
1-Jul-24
-
-
-
-
-
-
-
-
-
1-Jul-25
1-Jul-25
1-Jul-25
1-Jul-25
1-Jul-25
1-Jul-25
1-Jul-26
1-Jul-27
1-Jul-28
57,471
57,471
57,471
57,471
-
-
-
-
-
-
-
-
-
25,000
25,000
42,000
42,000
42,000
34,195
34,195
34,195
34,195
-
-
-
-
-
(i)
The value is based on the number of Options vested multiplied by the share price on vesting date.
For details on the valuation of Loan Plan Shares and Options, including models and assumptions used, please refer to Note 20.
The Loan Plan Shares and Options were provided at no cost to the recipients. There were no alterations to the terms and
conditions of Loan Plan Shares or Options issued as remuneration since their grant/issue dates.
C Urtel
J Reid
Total
Table 6: Shares Issued on Exercise of Options
Issue date
15 December 2021
28 June 2022
Shares issued No.
57,471
176,519
233,990
Paid per share (cents)
-
-
D e e p Y e l l o w L i m i t e d
3 3
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
2022
Name
Executive directors
J Borshoff (iv)
G Swaby (v)
Non-executive Directors
C Salisbury
R Brunovs
M Greene
G Meyerowitz
J Reid
C Urtel
Balance at
start of the year
Table 7: Shareholdings *
Granted as
remuneration (i)
Net change other
(ii)
Balance on
resignation (iii)
Balance at the
end of the year
12,297,037
8,131,445
-
484,370
2,778,337
-
-
414
1,374,863
753,347
-
-
-
-
-
-
-
-
-
-
-
50,000
-
-
-
-
13,671,900
8,884,792
-
(484,370)
-
-
-
(414)
-
-
2,778,337
50,000
-
-
* Includes shares held directly, indirectly and beneficially by KMP
(i)
On 6 December 2021 Mr Borshoff and Ms Swaby were issued with Loan Plan Shares. Details in respect of the awards are provided in
Table 4
All equity transactions with KMP other than those arising from the exercise of remuneration options have been entered into under terms
and conditions no more favourable than those the Group would have adopted if dealing at arm's length.
Balance at date of directorship ceasing.
At reporting date, 6,865,082 shares have not vested.
At reporting date, 3,501,816 shares have not vested.
(ii)
(iii)
(iv)
(v)
A participant may not trade shares acquired under the Loan Share Plan until the shares have vested, any imposed dealing
restrictions have ended and the limited recourse loan in respect to those shares has been paid in full.
2022
Name
Balance at
start of the year
Non-executive Directors
C Salisbury
R Brunovs
M Greene
G Meyerowitz
J Reid
C Urtel
-
150,064
150,064
-
150,064
57,471
Granted as
remuneration
Table 8: Option Holdings
Options
exercised
Balance on
resignation (i)
133,333
-
26,455
-
26,455
-
-
-
-
-
-
(57,471)
-
(150,064)
-
-
(176,519)
-
Balance at the
end of the year
Vested and
exercisable
133,333
-
176,519
-
-
-
-
-
150,064
-
-
-
(i)
Balance at date of directorship ceasing.
9. Other Transactions and Balances with KMP and their Related Parties
Details and terms and conditions of other transactions with KMP and their related parties:
Scomac Management Services Pty Ltd as trustee for the Scomac Unit Trust (Scomac or Consultant) has been appointed on a
non-exclusive basis to provide the Group with management, strategic, technical and geological expertise and services through
the Consultant personnel they employ or have access to (Scomac agreement).
Consultant personnel who Scomac employ or have access to include Mr John Borshoff, who has offered himself as managing
director and/or chief executive officer of the Group. Where any of the Scomac personnel acts as an officer of the Group, neither
Scomac or the personnel receive any additional payment or increase in fee for discharging the duties and responsibilities as an
officer of the Group.
Mr Borshoff has a financial interest in Scomac. During the year ended 30 June 2022 Scomac billed the Company $1,411,868,
inclusive of GST and on-costs (2021: $1,078,897), for technical and geological services (excluding Mr Borshoff) on normal
commercial terms and conditions. These amounts are not included in the remuneration tables above. Fees paid to Scomac in
relation to services provided by Mr Borshoff as Managing Director are detailed in section 6(a). An amount of $120,049 was
outstanding at 30 June 2022 (2021: $116,412). The amount for other services was recognised as non-current asset: capitalised
mineral exploration and evaluation expenditure.
D e e p Y e l l o w L i m i t e d
3 4
2 0 2 2 A n n u a l R e p o r t
REMUNERATION REPORT
(Audited)
REMUNERATION REPORT (AUDITED) (continued)
10. Actual Executive KMP remuneration
The actual remuneration earned by Executives in FY2022 is set out in Table 9. The value of remuneration includes equity grants
where the Executive received control through vesting of their shares in FY2022. This differs from the statutory remuneration
disclosures in accordance with applicable accounting standards below which, for example, discloses the value of LTI grants
which may or may not vest in future years, whereas Table 1 discloses the value of LTI grants from previous years which have
vested in FY2022.
Table 9: Actual Executive KMP Remuneration
Name
Mr. J. Borshoff
Ms. G. Swaby
Totals
Fees
435,000
327,450
762,450
Short-term
Incentive (i)
102,500
-
102,500
STI award vested
(ii)
370,086
274,089
644,175
LTI award vested
(ii)
680,042
577,173
1,257,215
Total actual
remuneration
1,587,628
1,178,712
2,766,340
(i)
(ii)
Maximum cash bonus was awarded to the managing Director for FY21 but only paid during FY22.
The value is based on the number of Loan Plan Shares vested multiplied by the share price on vesting dates and reduced
by the outstanding loan in relation to the Loan Plan Shares that vested.
End of Remuneration Report (Audited)
This report is made in accordance with a resolution of the Directors.
DATED at Perth this 22nd day of September 2022.
John Borshoff
Managing Director
D e e p Y e l l o w L i m i t e d
3 5
2 0 2 2 A n n u a l R e p o r t
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 Deep Yellow Limited
As lead auditor for the audit of the financial report of Deep Yellow Limited for the financial year ended
30 June 2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Deep Yellow Limited and the entities it controlled during the financial
year.
Ernst & Young
Gavin Buckingham
Partner
22 September 2022
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 30 JUNE 2022
Interest
Other income
Revenue from contracts with customers
Income
Depreciation and amortisation expenses
Interest expense
Marketing expenses
Occupancy expenses
Administrative expenses
Employee expenses
Impairment of capitalised mineral exploration and evaluation
expenditure
Loss before income tax
Income tax expense
Note
7(a)
7(a)
7(b)
8
8
8
8
Consolidated
2022
$
353,175
110,233
51,566
2021
$
176,227
51,216
56,126
514,974
283,569
(356,861)
(10,284)
(319,422)
(131,685)
(3,338,283)
(3,140,796)
(225,964)
(22,822)
(198,811)
(90,611)
(1,933,039)
(2,609,231)
14
(42,953)
(18,297)
9(a)(b)
(6,825,310)
-
(4,815,206)
-
Loss for the year after income tax
(6,825,310)
(4,815,206)
Other comprehensive income
Items to be reclassified to profit and loss in subsequent periods,
net of tax
Foreign currency translation (loss)/gain
17(d)
(2,026,340)
4,603,067
Other comprehensive (loss)/income for the year, net of tax
(2,026,340)
4,603,067
Total comprehensive loss for the year, net of tax
(8,851,650)
(212,139)
Earnings per share for loss attributable to the ordinary equity holders
of the Company.
Cents
Cents
Basic loss per share
Diluted loss per share
10
10
(1.84)
(1.84)
(1.75)
(1.75)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
D e e p Y e l l o w L i m i t e d
3 7
2 0 2 2 A n n u a l R e p o r t
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
ASSETS
Current assets
Cash and cash equivalents
Receivables
Other assets
Total current assets
Non-current assets
Right-of-use asset
Property, plant and equipment
Capitalised mineral exploration and evaluation expenditure
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Employee provisions
Lease liabilities
Total current liabilities
Non-current liabilities
Employee provisions
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Issued equity
Accumulated losses
Employee equity benefits' reserve
Foreign currency translation reserve
Note
11
12(a)
12(b)
16
13
14
15
19
19
Consolidated
2022
$
2021
$
64,924,350
605,426
734,397
52,448,274
534,763
224,419
66,264,173
53,207,456
3,803,633
1,120,098
49,727,889
503,105
738,076
43,420,220
54,651,620
44,661,401
120,915,793
97,868,857
1,697,527
144,654
210,956
880,431
117,658
106,929
2,053,137
1,105,018
36,030
3,649,608
38,360
429,735
3,685,638
468,095
5,738,775
1,573,113
115,177,018
96,295,744
17(a)
17(d)
17(d)
17(d)
321,796,741
(204,906,849)
17,753,920
(19,466,794)
296,373,482
(198,081,539)
15,444,255
(17,440,454)
Total equity
115,117,018
96,295,744
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
D e e p Y e l l o w L i m i t e d
3 8
2 0 2 2 A n n u a l R e p o r t
CONSOLDIATED STATEMENT OF CHANGES IN EQUITY FOR THE
FINANCIAL YEAR ENDED 30 JUNE 2022
At 1 July 2021
Loss for the period
Other comprehensive loss
Total comprehensive loss for
the period
Vesting of Performance Rights
Exercise of options
Repayment of Loan Plan
Shares
Share-based payments
At 30 June 2022
Issued Equity
$
296,373,482
-
-
Accumulated
losses
$
(198,081,539)
(6,825,310)
-
Employee
equity benefits’
reserve
$
15,444,255
-
-
Foreign currency
translation
reserve
$
(17,440,454)
-
(2,026,340)
Total Equity
$
96,295,744
(6,825,310)
(2,026,340)
-
(6,825,310)
-
(2,026,340)
(8,851,650)
267,245
25,144,691
11,323
-
-
-
(267,245)
(100,463)
-
-
-
-
-
25,044,228
11,323
-
321,796,741
-
(204,906,849)
2,677,373
17,753,920
-
(19,466,794)
2,677,373
115,117,018
Issued Equity
$
249,753,196
-
-
Accumulated
losses
$
(193,266,333)
(4,815,206)
-
Employee
equity benefits’
reserve
$
13,476,273
-
-
Foreign currency
translation
reserve
$
(22,043,521)
4,603,067
Total Equity
$
47,919,615
(4,815,206)
4,603,067
-
(4,815,206)
-
4,603,067
(212,139)
42,799,690
(2,184,356)
262,757
5,742,195
-
296,373,482
(198,081,539)
-
-
-
-
-
(17,440,454)
42,799,690
(2,184,356)
-
5,716,732
2,256,202
96,295,744
(262,757)
(25,463)
2,256,202
15,444,255
At 1 July 2020
Loss for the period
Other comprehensive profit
Total comprehensive loss for
the period
Issue of share capital
Capital raising costs
Vesting of Performance Rights
Exercise of options
Share-based payments
At 30 June 2021
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
D e e p Y e l l o w L i m i t e d
3 9
2 0 2 2 A n n u a l R e p o r t
CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL
YEAR ENDED 30 JUNE 2021
Cash flows from operating activities
Interest received
Funds received from JV Partners
Payments to suppliers and employees
Payments for evaluation of project acquisition opportunities
Funds spent by JV Manager
COVID-19 employer stimulus received
Other receipts
Interest paid
Consolidated
Note
2022
$
2021
$
26
26
7(a)(b)
7(a)(b)
8
353,175
542,465
(2,436,355)
(1,812,795)
(539,277)
-
161,799
(10,284)
176,227
387,007
(2,601,331)
-
(539,372)
51,085
56,257
(22,822)
Net cash used in operating activities
11
(3,741,272)
(2,492,949)
Cash flows from investing activities
Exploration expenditure
Payments for property, plant and equipment
Payment for property bond
Proceeds from sale of property, plant and equipment
(7,549,951)
(711,222)
(348,824)
-
(3,635,127)
(296,807)
-
14,454
Net cash used in investing activities
(8,609,997)
(3,917,480)
Cash flows from financing activities
Proceeds from the issue of shares
Other (capital raising costs)
Payment of lease liabilities
Net cash from financing activities
Net increase in cash and cash equivalents
Effects on cash of foreign exchange
Cash and cash equivalents at the beginning of the financial year
25,055,551
-
(186,851)
48,516,440
(2,184,356)
(99,221)
24,868,700
46,232,863
12,517,431
(41,355)
52,448,274
39,822,434
508,868
12,116,972
Cash and cash equivalents at the end of the financial year
11
64,924,350
52,448,274
The above Cash Flow Statement should be read in conjunction with the accompanying notes.
D e e p Y e l l o w L i m i t e d
4 0
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 1 Corporation information
The Consolidated Financial Statements of Deep Yellow Limited and its subsidiaries (the Group) for the year ended 30 June
2022 were authorised for issue in accordance with a resolution of Directors on 22 September 2022, subject to minor
typographical changes.
Deep Yellow Limited is a for profit company limited by shares incorporated and domiciled in Australia whose shares are
publicly traded on the Australian Securities Exchange.
Information on the nature of the operations and principal activities of the Group are described in the Directors’ Report.
Information on the Group’s structure is provided in Note 6 and information on other related party relationships is provided in
Note 22.
Note 2 Significant accounting policies
(a)
Basis of preparation
The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of
the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian
Accounting Standards Board. The financial report also complies with International Financial reporting Standards (IFRS) as
issued by the International Accounting Standards Board.
The financial report has been prepared on a historical cost basis. The financial report is presented in Australian dollars and
all values are rounded to the nearest dollar.
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern. The
Consolidated Financial Statements provide comparative information in respect of the previous period. There has been no
retrospective application of accounting policies as a result of the adoption of new accounting standards therefore no
restatement of financial statements required for the previous period.
(b)
Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of Deep Yellow Limited and its subsidiaries as at
and for the year ended 30 June 2021 (the Group). Control is achieved when the Group is exposed, or has the rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if and only if the Group has:
►
►
►
power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
exposure, or rights, to variable returns from its involvement with the investee; and
the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption, and when the
Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
►
►
►
the contractual arrangement with the other vote holders of the investee;
rights arising from other contractual arrangements; and
the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the Consolidated Financial Statements from the date the Group gains
control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of Other Comprehensive Income (OCI) are attributed to the equity holders of the Group
and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When
necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with
the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest in a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained
is recognised at fair value, except for when the retain investment is an interest in a joint operation. Where the group loses
control over a subsidiary but retains an interest in a joint operation the retained investment is measured based on the carrying
value of the investment in the subsidiary.
D e e p Y e l l o w L i m i t e d
4 1
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies
(i)
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-
controlling interests in the acquire. For each business combination, the Group elects whether to measure the non-controlling
interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related
costs are expensed as incurred and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a
substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered
substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce
with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to
continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay
in the ability to continue producing outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the
acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of AASB 9
Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement of profit and loss
in accordance with AASB 9. Other contingent consideration that is not within the scope of AASB 9 is measured at fair value
at each reporting date with changes in fair value recognised in profit or loss.
Where the acquisition of an asset or a group of assets does not constitute a business, the Group accounts for the acquisition
as follows:
•
it identifies the individual identifiable asset acquired and liabilities assumed that it recognises at the date of the
acquisition;
it determines the individual transaction price of each identifiable asset and liability by allocating the cost of the group
based on the relative fair values of those assets and liabilities at the date of the acquisition; and then
it applies the initial measurement requirements in applicable IFRSs to each identifiable asset acquired and liability
assumed. The Group accounts for any difference between the amount at which the asset or liability is initially measured
and its individual transaction price applying the relevant requirements.
•
•
(ii)
Current versus non-current classification
The Group presents assets and liabilities in the Statement of Financial Position based on current/non-current classification.
An asset is current when it is:
•
•
•
•
expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle;
held primarily for the purpose of trading;
expected to be realised within twelve months after the reporting period; or
cash or a cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
The Group classifies all other assets as non-current.
A liability is current when:
•
•
•
•
it is expected to be settled in the Group’s normal operating cycle;
it is held primarily for the purpose of trading;
it is due to be settled within twelve months after the reporting period; or
there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments
do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
D e e p Y e l l o w L i m i t e d
4 2
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
(iii) Revenue from Contracts with Customers
The Group manages the Nova JV to which they provide administration services and the right to use the Group’s assets for
exploration-related activities.
Asset recharges and administration fee earned
Revenue from asset recharges and administration fee is recognised over time. The output method is used to recognise
revenue as that looks at the measure of progress of the service being transferred with the Group recognising revenue based
on the amount to which the Group has a right to invoice. This signifies complete satisfaction of the service as the benefits
were received and consumed throughout the month.
The consideration on the contract includes a fixed amount per asset category made available for use throughout a service
month. It is also entitled to a fixed percentage of administration fee based on the monthly direct costs of operations to which
the administration service is provided.
The normal credit term is usually 30 days from complete satisfaction of the service, i.e.. last day of the month. This results in
a receivable that represents the Group’s right to an amount that is unconditional. Refer Note 2(c)(x) Financial instruments –
Financial assets.
Contract balances
Trade receivables – A receivable is recognised if an amount of consideration that is unconditional is due from the customer
(i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial
assets in Note 2(c)(x).
(iii) 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.
When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and
released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the
underlying asset by equal annual instalments.
(iv)
Interest income
Interest income is recognised as it accrues using the effective interest method. This is a method of calculating the amortised
cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is
the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying
amount of the financial asset.
(v)
Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at
the reporting date in the countries where the Group operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations
are subject to interpretation and assess if appropriate provisions are required.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for all
taxable temporary differences, except:
•
•
when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss except for transactions that, on initial recognition, give rise to equal taxable and deductible temporary
differences such as recognition of a right-of-use asset and lease liability; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in
joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
D e e p Y e l l o w L i m i t e d
4 3
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised, except:
•
•
when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in
joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in Other Comprehensive Income or directly in equity.
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.
Tax consolidation
(i)
Members of the tax consolidated group and the tax sharing arrangement
Deep Yellow Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from
2 February 2007. Deep Yellow Limited is the head entity of the tax consolidated group.
Members of the Group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities
between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the
financial statements in respect of this agreement on the basis that the possibility of default is remote.
The amounts receivable or payable under the tax funding agreement are due upon receipt of the funding advice from the
head entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require
payment of interim funding amounts to assist with its obligations to pay tax instalments.
(ii)
Tax effect accounting by members of the tax consolidated group
Measurement method adopted under UIG 1052 Tax Consolidated Accounting
The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred
tax amounts. The Group has applied the group allocation approach in determining the appropriate amount of current taxes
and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured
in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes.
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 which case it is recognised as part of the cost of
acquisition of the asset or as a part of the expense; or
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 Statement of Financial Position.
D e e p Y e l l o w L i m i t e d
4 4
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
(vi)
Foreign currencies
The Group’s Consolidated Financial Statements are presented in Australian dollars being the functional currency of the parent
entity. For each entity, the Group determines the functional currency and items included in the financial statements of each
entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a
foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of
exchange prevailing at balance date. Exchange differences arising from these procedures are recognised in profit and loss
for the year. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the rate prevailing at
the reporting date and their statements of profit or loss are translated at the average exchange rate for the year. The exchange
differences arising on translation for consolidation purposes are recognised in Other Comprehensive Income. On disposal of
a foreign operation, the component of Other Comprehensive Income relating to that particular foreign operation is recognised
in profit or loss.
(vii) Property, plant and equipment
Construction in progress is stated at cost, net of accumulated impairment losses, if any. Property, plant and equipment is
stated at historical cost less accumulated depreciation and impairment losses, if any. Such cost includes the cost of replacing
part of the plant and equipment if the recognition criteria are met. When significant parts of plant and equipment are required
to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
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.
Depreciation of property, plant and equipment is calculated using the diminishing balance method or straight-line method to
allocate their cost over their estimated useful lives using the following depreciation rates:
Office equipment and fittings
Motor vehicles
12.5% – 33% of cost
25% of cost
Site equipment
Buildings
25% of cost
5% of cost
The asset’s residual values and useful lives are reviewed, and adjusted if appropriate, at each balance 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 (Note 2 (c)(xii)).
An item of property, plant and equipment is derecognised on disposal or when no further future economic benefits are
expected from its use. Any gain or loss arising on derecognition of an asset (calculated as the difference between net
disposal proceeds and the carrying amount of the asset) is included in profit and loss in the year the asset is derecognised.
(viii) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease i.e. if the contract conveys the right to
control use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the
right to use the underlying assets
D e e p Y e l l o w L i m i t e d
4 5
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
Right-of-use assets
i)
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term or
the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The
right-of-use assets are also subject to impairment. Refer Note 2(c)(xii) Impairment of non-financial assets.
Lease liabilities
ii)
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed
payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase
option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term
reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are
recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that
triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying asset. (see Note 16).
Short-term leases and leases of low-value assets
iii)
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., 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 office equipment that are 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.
(ix)
Financial instruments – Financial assets
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through Other
Comprehensive Income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics
and the Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus
transactions costs. Trade receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient are measured at the transaction price determined under AASB 15. Refer to the accounting policies in
Note 2(c)(iii) Revenue from Contracts with Customers. They are measured, at initial recognition, at fair value plus transaction
costs, if any.
In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely
payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI
test and is performed at an instrument level.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified at amortised cost (debt instrument), fair value
through OCI with recycling of cumulative gains and losses (debt instruments), designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity instruments) or at fair value through profit or loss.
Other receivables are measured at amortised cost if both of the following conditions are met:
•
•
it is held within a business model with the objective to collect contractual cash flows; and
the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding, where applicable.
It is subsequently measured using the effective interest (EIR) method and are subject to impairment with gains and losses
recognised in profit and loss when the asset is derecognised, modified or impaired.
D e e p Y e l l o w L i m i t e d
4 6
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the Group’s Consolidated Statement of Financial Position) when:
•
•
the right to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a)
the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement,
it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to
recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an
associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay
Impairment of financial assets
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).
For other receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group
has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual payments are 90 days past due, excluding amounts owed
from Australian and Namibian Government Departments where other information are also considered. However, in certain
cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements
held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
(x)
Financial instruments – Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, financial liabilities
at amortised cost, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs. The Group’s financial liabilities consist of trade and other payables.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified at fair value through profit or loss or loans and
borrowings.
After initial recognition trade and other payables are subsequently measured at amortised cost using the effective interest
rate (EIR) method, if applicable. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well
as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on initial recognition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. For more
information, refer to Note 19: Financial Assets and Liabilities.
D e e p Y e l l o w L i m i t e d
4 7
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
c)
Summary of significant accounting policies (continued)
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement
of Profit or Loss and Other Comprehensive Income.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a
net basis, to realise the assets and settle the liabilities simultaneously.
(xi)
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such
cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount
of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired
and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses
relating to continuing operations are recognised in the expense categories consistent with the function of the impaired asset.
(xii)
Impairment of non-financial assets
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the
asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Further disclosures relating to impairment of non-financial assets are also provided in the following notes:
•
•
•
Disclosures for significant assumptions
Property, plant and equipment
Capitalised mineral exploration and evaluation expenditure
Note 3
Note 13
Note 14
(xiii) Cash and cash equivalents
For Cash Flow Statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
(xiv) Mineral exploration and evaluation expenditure
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable Area of Interest. An Area of
Interest is generally defined by the Group as a number of geographically proximate exploration permits which could form the
basis of a project. These costs are only carried forward to the extent that the Group’s rights of tenure to that Area of Interest
are current and that the costs are expected to be recouped through the successful development of the area or where activities
in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves.
Accumulated costs in relation to an abandoned area of interest are written-off in full in the Statement of Profit or Loss and
Other Comprehensive Income in the year in which the decision to abandon the area is made.
A bi-annual review is undertaken of each Area of Interest to determine the appropriateness of continuing to carry forward
costs in relation to that Area of Interest or to reverse any previous impairment.
D e e p Y e l l o w L i m i t e d
4 8
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
(xv) Joint arrangements
The Group has interests in joint arrangements that are joint operations. A joint operation is a type of joint arrangement
whereby the parties have a contractual agreement to undertake an economic activity that is subject to joint control. A joint
operation involves use of assets and other resources of the ventures rather than the establishment of a separate entity. The
Company recognises its interest in the joint operations by recognising its interest in the assets and liabilities of the joint
operation, including its share of any assets held any liabilities incurred jointly. The Group also recognises the expenses that
it incurs and its share of the income that it earns from the sale of goods and services by the joint operations, including any
expenses incurred and revenue received jointly. Details relating to the joint operations, are set out in Note 26.
(xvi) Provisions
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed,
for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit or Loss net of
any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost.
Wages, salaries and sick leave
Liabilities for wages and salaries, including non-monetary benefits, which are expected to be settled within 12 months of the
reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave
is taken and are measured at the rates paid or payable.
Long service leave and annual leave
The Group does not expect its long service leave or annual leave benefits to be settled wholly within 12 months of each
reporting date. The Group recognises a liability for long service leave and annual leave measured as the present value of
expected future payments to be made in respect of services provided by employees up to the reporting date using the
projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee
departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high
quality corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash
outflows.
(xvii) Issued equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity
as a deduction, net of tax, from the proceeds.
(xviii) Share-based payments
Share-based compensation payments are made available to Directors, consultants and employees (Participants) of the
Group, whereby they render services in exchange for a share-based payment.
The fair value of these equity-settled transactions is recognised as an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant date and recognised over the period during which the Participants
become unconditionally entitled to the award.
At each subsequent reporting date until vesting, the cumulative charge to the Statement of Profit or Loss and Other
Comprehensive Income or Statement of Financial Position where the cost is capitalised as mineral exploration and evaluation
expenditure is the product of:
i.
ii.
iii.
the grant date fair value of the award;
the current best estimate of the number of options, rights or shares that will vest, taking into account such factors as
the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions
being met; and
the expired portion of the vesting period.
D e e p Y e l l o w L i m i t e d
4 9
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(c)
Summary of significant accounting policies (continued)
The charge to the Statement of Profit or Loss and Other Comprehensive Income or Statement of Financial Position as
capitalised mineral exploration and evaluation expenditure for the period is the cumulative amount as calculated above less
the amounts already charged in previous periods. There is a corresponding entry to equity.
Share-based compensation payments are granted by the parent company to Participants. The expense recognised by the
Group is the total expense associated with all such awards
The fair value at grant date is independently determined using a binomial option pricing model or the Monte-Carlo simulation
model, as appropriate, that takes into account the exercise price, the term of the option, right or share, the impact of dilution,
the share price at grant date and expected price volatility of the underlying share, the risk-free interest rate, the expected
dividend yield and the probability of market based vesting conditions being realised.
The fair value of the award granted is adjusted to reflect market vesting conditions. Non-market vesting conditions are
included in assumptions about the number of awards that are expected to become exercisable. At each balance date, the
entity revises its estimate of the number of awards that are expected to become exercisable. The employee benefit expense
recognised each period, takes into account the most recent estimate.
Upon the exercise of awards, the balance of the share-based payments reserve relating to those awards is transferred to
share capital and the proceeds received, net of any directly attributable transaction costs, are credited to share capital.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a
market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If 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 is granted, the cancelled and new award are treated as if they were a
modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options and rights is reflected as additional share dilution in the computation of diluted
earnings per share.
(d)
Changes in accounting policies, disclosures, standards and interpretations
(i)
Changes in accounting policies, new and amended standards and interpretations
The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on
or after 1 July 2021. The Group has not early adopted any other standard, interpretation or amendment that has been issued
but is not yet effective.
Reference
AASB 2020-8
Title and Summary
Amendments to Australian Accounting Standards – Interest Rate
Benchmark Reform –Phase 2
Application date
of standard
Application date
for Group*
1 January 2021 1 July 2021
AASB 2021-3
Amendments to Australian Accounting Standards - Covid-19-Related Rent
Concessions beyond 30 June 2021
1 April 2021
1 July 2021
*
Designates the beginning of the applicable annual reporting period unless otherwise stated.
(ii)
Accounting Standards and Interpretations issued but not yet effective
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective, up
to the date of issuance of the Group’s financial statements are disclosed below. Only those Standards and Interpretations
relevant to the Group have been included.
D e e p Y e l l o w L i m i t e d
5 0
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
(d)
Changes in accounting policies, disclosures, standards and interpretations
Reference
AASB 2020-3
AASB 2014-10
AASB 2020-1
AASB 2021-2
AASB 2021-5
AASB 2021-7
AASB 2022-1
Title
Amendments to Australian Accounting Standards – Annual
Improvements 2018–2020 and Other Amendments
► Amendment to AASB 1, Subsidiary as a First-time
Adopter
► Amendments to AASB 3, Reference to the Conceptual
Framework
► Amendment to AASB 9, Fees in the ‘10 per cent’ Test for
Derecognition of Financial Liabilities
► Amendments to AASB 116, Property, Plant and
Equipment: Proceeds before Intended Use
► Amendments to AASB 137, Onerous Contracts –Cost of
Fulfilling a Contract
► Amendment to AASB 141, Taxation in Fair Value
Measurements
Amendments to Australian Accounting Standards – Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture
to Australian Accounting Standards –
Amendments
Classification of Liabilities as Current or Non-current
Amendments to Australian Accounting Standards – Disclosure
of Accounting Policies and Definition of Accounting Estimates
Amendments to AASB 7, AASB 101, AASB 108, AASB 134 and
AASB Practice Statement 2
Amendments to Australian Accounting Standards – Deferred
Tax related to Assets and Liabilities arising from a Single
Transaction
Amendments to Australian Accounting Standards – Effective
Date of Amendments to AASB 10 and AASB 128 and Editorial
Corrections
Amendments to AASs – Initial Application of AASB 17 and
AASB 9 –Comparative Information
Application date
of standard *
Application date
for Group *
1 January 2022 1 July 2022
1 January 2022 1 July 2022
1 January 2023 1 July 2023
1 January 2023 1 July 2023
1 January 2023 1 July 2023
1 January 2022 1 July 2022
1 January 2023
I July 2023
*
Designates the beginning of the applicable annual reporting period unless otherwise stated.
The Group has not yet determined the likely impact of each of the above amendments, if any, on the Group.
Note 3 Significant accounting judgements, estimates and assumptions
The preparation of the Group’s Consolidated Financial Statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. COVID-
19 has not impacted any of the Group’s key judgments or estimates.
Other disclosures relating to the Group’s exposure to risks and uncertainties includes:
•
•
•
Capital management
Financial risk management objectives and policies
Sensitivity analysis disclosures
Note 5
Note 19
Note 19
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgments, which have the
most significant effect on the amount recognised in the Consolidated Financial Statements:
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised.
D e e p Y e l l o w L i m i t e d
5 1
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 3 Significant accounting judgements, estimates and assumptions (continued)
The Group has property lease contracts that include an extension option. The Group applies judgement in evaluating whether
it is reasonably certain whether or not to exercise the option to renew the leases. That is, it considers all relevant factors that
create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not
to exercise the option to renew. (e.g., operational requirements).
The Group included the renewal period of its most recent lease as part of the lease term of the property lease contract based
on its operational requirements, location of the lease property and recent leasehold improvements.
Lease – estimating the incremental borrowing rate
If the Group cannot readily determine the interest rate implicit in the lease, it uses its incremental borrowing rate (IBR) to
measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and
with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable
rates are available as the Group do not enter into financing transactions. The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.
Joint arrangements
The Group must determine if the below key criteria are met for an arrangement to be classified as a joint arrangement:
•
•
•
the parties are bound by a contractual arrangement;
the contractual arrangement gives all the parties, or a group of the parties, control of the arrangement collectively; and
decisions about the relevant activities that significantly affect the operations of the arrangement require unanimous
consent of all parties, or group of the parties, that collectively control the arrangement.
Upon consideration of the above criteria, the Group has determined that its Nova Energy JV arrangement is jointly controlled
therefore the arrangement is a joint arrangement.
For all joint arrangements structured in separate vehicles the Group must assess the substance of the joint arrangement in
determining whether it is classified as a joint venture or joint operation. This assessment requires the Group to consider
whether it has rights to the joint arrangement’s net assets (in which case it is classified as a joint venture), or rights to and
obligations for specific assets, liabilities, expenses, and revenues (in which case it is classified as a joint operation). Factors
the group must consider include:
•
•
•
•
structure;
legal form;
contractual agreement; and
other facts and circumstances
Upon consideration of these factors, the Group has determined that all of its joint arrangements structured through separate
vehicles give it rights to and obligations for specific assets, liabilities, expenses and revenues and are therefore classified as
joint operations.
Asset vs business acquisition
The Group must determine if a transaction or other event meets the definition of a business acquisition or the acquisition of
an asset or a group of assets that does not constitute a business. This is assessed in terms of AASB3, by applying the optional
concentration test, assessing that substantially all the fair value of the gross assets acquired is concentrated in a single
identifiable asset or group of similar identifiable assets.
•
•
a single identifiable asset must include any asset or group of assets that would be recognised and measured as a
single identifiable asset in a business combination; and
when assessing whether assets are similar, the Group considered the nature of each single identifiable asset and the
risk associated with managing and creating outputs from the assets, that is, the risk characteristics.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below. The Group based its assumptions and estimates on parameters available when the Consolidated
Financial Statements were prepared. Existing circumstances and assumptions about future developments, however, may
change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
D e e p Y e l l o w L i m i t e d
5 2
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 3 Significant accounting judgements, estimates and assumptions (continued)
Share-based payments
The Group’s accounting policy is stated at Note 2(c)(xix). The Group uses independent advisors to assist in valuing share-
based payments. Refer Note 20 for details of estimates and assumptions used.
Accounting for capitalised mineral exploration and evaluation expenditure
The Group’s accounting policy is stated at Note 2(c)(xv). A regular review is undertaken of each Project Area to determine
the reasonableness of the continuing carrying forward of costs in relation to that Project Area or reversal of previously
recognised impairment losses. Where there are impairment indicators or indicators of impairment reversal, the fair value of
the project is determined based on the mineral resource estimate multiplied by a resource multiple. Management makes
assumptions regarding the uranium resource multiple that should be used in calculating fair value of the expenditure to
determine if costs can continue to be carried forward.
Factors that could impact the uranium resource multiple and therefore the continuing carrying forward of costs include the
status of resources and exploration targets, changes in legal frameworks and sovereign risk in the countries where the Group
operates, changes to commodity prices and foreign exchange rates.
Note 4 Segment information
An operating segment is a distinguishable component of an entity that engages in business activities from which it may earn
revenue and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to
make decisions about how resources should be allocated to the segment and assess its performance and for which discrete
financial information is available.
Operating segments have been identified based on the information provided to the chief operating decision maker – being
the Group Managing Director and executive management team.
The Group has identified its operating segments based on internal reports that are used by the Group Managing Director and
executive management team in assessing performance and in determining the allocation of resources. The operating
segments are identified based on activities as this is the area that has the most effect on allocation of resources. The Group
conducts uranium exploration and pre-development activities in Namibia whilst Australia is responsible for capital raising and
corporate activities, including project evaluation and acquisition. Mauritius as country of operation has been aggregated to
form the reportable operating segment for Australia due to its corporate activities.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
Year Ended 30 June 2022
Revenue and other income **
Unallocated
Interest income
Total revenue and other income
Expenses
Impairment of capitalised mineral exploration and
evaluation expenditure
Profit and Loss
Pre-tax segment loss
Unallocated
Interest income
Loss from continuing operations after income tax
Australia
$
-
-
Namibia
$
161,799
42,953
Total
$
161,799
353,175
514,974
42,953
(6,812,001)
(366,484)
(7,178,485)
353,175
(6,825,310)
Year Ended 30 June 2022
Segment Assets
Segment operating assets
Unallocated assets
Cash
Receivables
Total assets
4,922,841
50,463,176
55,386,017
64,924,350
605,426
120,915,793
Total additions to non-current assets*
4,289,347
8,413,611
12,702,958
D e e p Y e l l o w L i m i t e d
5 3
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 4 Segment information (continued)
Year Ended 30 June 2021
Revenue and other income **
Unallocated
Interest income
COVID-19 employer stimulus grant
Total revenue and other income
Expenses
Impairment of capitalised mineral exploration and
evaluation expenditure
Profit and Loss
Pre-tax segment loss
Unallocated
Interest income
COVID-19 employer stimulus grant
Loss from continuing operations after income tax
Australia
$
-
-
Namibia
$
56,257
18,297
Total
$
56,257
176,227
51,085
283,569
18,297
(4,736,501)
(306,017)
(5,042,518)
176,227
51,085
(4,815,206)
Year Ended 30 June 2021
Segment Assets
Segment operating assets
Unallocated assets
Cash
Receivables
Total assets
717,440
44,168,380
44,885,820
52,448,274
534,763
97,868,857
Total additions to non-current assets*
5,197
4,309,190
4,314,387
*Non-current assets for this purpose consist of property, plant and equipment and capitalised mineral exploration and
evaluation expenditure
**Includes revenue from the NJV of $51,566 (2021: $56,126) from services provided and Option Income of $109,905 (2021:
Nil) in the Namibia segment.
Adjustments and eliminations
The following items and associated assets and liabilities are not allocated to operating segments as the underlying instruments
are managed on a Group basis and are not considered as part of the core operations of both segments:
∗
∗
∗
interest income;
COVID-19 employer stimulus grant; and
liabilities are not allocated to the segments as they are not monitored by the executive management team on a segment
by segment basis.
D e e p Y e l l o w L i m i t e d
5 4
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 5 Capital management
The Group’s approach to capital management has not changed during the financial year. For the purpose of the Group’s
capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the
parent as disclosed in the Statement of Financial Position. The primary objective of the Group’s capital management is to
maximise the shareholder value.
The Board’s policy is to maintain an adequate capital base to maintain investor and creditor confidence, and to sustain future
development of the business. The Group does not actively issue dividends; repurchase its own shares or any other form of
capital return to shareholders at the current exploration stage of the Group’s activities. It does however from time to time
cancel ordinary shares issued under the Loan Share Plan where relevant vesting criteria are not met. The Group does not
monitor returns on capital or any other financial performance measure as the indicators of success are quantifiable by physical
results from operations. The Group manages its funding by way of issue of shares.
The Group does not have capital requirements imposed on it by any external party. It is, however, exposed to Namibian
Exchange Controls which has an influence on debt to equity ratios at the Namibian subsidiary level, which are monitored by
management and the treatment of investments or other advances for the funding of operations are executed within these
guidelines.
Unissued shares under option
The outstanding balance of unissued ordinary shares under option at date of this report is 459,915 as follows:
•
•
•
•
•
185,186 zero exercise price options expiring at 1 July 2024;
141,397 zero exercise price options expiring at 1 July 2025;
44,444 zero exercise price options expiring at 1 July 2026;
44,444 zero exercise price options expiring at 1 July 2027; and
44,444 zero exercise price options expiring at 1 July 2028.
Each option entitles the holder to one fully paid ordinary share in the Company at any time up to expiry date.
Note 6
Information about subsidiaries
The Consolidated Financial Statements of the Group include:
Name
Deep Yellow Namibia (Pty) Ltd
Superior Uranium Pty Ltd
Deep Yellow Custodian Pty Ltd
Reptile Mineral Resources and Exploration (Pty) Ltd
Reptile Uranium Namibia (Pty) Ltd
Omahola Uranium (Pty) Ltd
Shiyela Iron (Pty) Ltd
Sand and Sea Property Number Twenty Four (Pty) Ltd
Tarquin Investments (Pty) Ltd
QE Investments (Pty) Ltd
Inca Mining (Pty) Ltd*
TRS Mining Namibia (Pty) Ltd*
Yellow Dune Uranium (Pty) Ltd
Principal activities
Investment
Uranium exploration
Trustee of Share Trust
Investment
Uranium exploration
Uranium exploration
Iron ore exploration
Property investment
Property investment
Property investment
Uranium exploration
Uranium exploration
Uranium exploration
Country of
incorporation
Mauritius
Australia
Australia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Namibia
Equity interest %
2021
100
100
100
100
100
100
95
100
100
100
95
95
85
2022
100
100
100
100
100
100
95
100
100
100
-
-
85
* Deregistered on 15 September 2021.
D e e p Y e l l o w L i m i t e d
5 5
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 7 Revenue, interest and other income
a) Interest and other operating income
Interest received and receivable
COVID-19 employer stimulus grant
Exclusivity agreement income
Other
b) Revenue from contracts with customers
Asset recharges and administration fee earned
Timing of revenue recognition
Services transferred over time *
Contract balances
Trade receivables
Consolidated
2022
$
353,175
-
109,905
328
463,408
51,566
2021
$
176,227
51,085
-
131
227,443
56,126
51,566
56,126
26,009
26,442
*Revenue relates to Namibia as a geographical market with services transferred over time
Key terms and conditions for revenue from contracts with customers are detailed in Note 2(c)(iii).
Note 8 Expenses
Consolidated
Profit/(Loss) before income tax includes the following specific expenses:
Depreciation expense:
Buildings
Office equipment and fittings
Motor vehicles
Site equipment
Right-of-use asset
Total depreciation and amortisation expense reflected in Notes 13,16
Occupancy expenses
Variable expenses not capitalised under property lease
Other
Administrative expenses
Consultancy fees: Executive directors*
Technical and other consultants: Project evaluation
Professional fees
IT expenses
Legal fees
Non-executive Directors’ fees
Corporate and listing costs
Other costs
2022
$
26,353
53,028
23,144
44,114
210,222
356,861
80,898
50,787
131,685
321,634
922,430
85,517
142,539
735,454
333,125
458,946
338,638
3,338,283
2021
$
26,193
48,086
5,687
32,088
113,910
225,964
42,165
48,446
90,611
422,824
308,521
16,479
102,580
112,318
290,008
320,324
359,985
1,933,039
*Excludes costs included in capitalised mineral exploration and evaluation expenditure and project evaluation
activities. Expenditure relating to project evaluation activities forms part of Technical and other consultants: Project
evaluation.
D e e p Y e l l o w L i m i t e d
5 6
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 8 Expenses (continued)
Employee expenses:
Wages, salaries and fees
Superannuation
Share-based payments
Total employee expenses
Finance costs:
Interest on lease liabilities
Note 9
Income tax
Consolidated
2022
$
523,704
31,870
2,585,222
3,140,796
2021
$
400,104
23,617
2,185,510
2,609,231
10,284
22,822
The major components of income tax expense for the years ended 30 June 2022 and 30 June 2021 are:
a) Income tax expense
Current income tax:
Current income tax charge/(benefit)
Adjustments in respect of current income tax of previous year
Deferred income tax:
Relating to origination and reversal of timing differences
Over provision in prior year
Carry forward tax losses not brought to account
Income tax expense reported in the Statement of Profit or Loss and Other
Comprehensive Income
b) Reconciliation of income tax expense to prima facie tax payable
Loss before income tax expense
Tax at the Australian rate of 30% (2021: 30%)
Effect of tax rates in foreign jurisdictions*
Tax effect:
Non-deductible share-based payment
Other expenditure not deductible/(deductible)
Over/(under) provision in prior year
Non-assessable income: COVID-19 employer stimulus grant
Carry forward tax losses and deductible temporary differences not brought
to account
Tax expense
Consolidated
2022
$
2021
$
-
-
-
-
-
-
-
-
-
-
-
-
(6,825,310)
(4,815,206)
(2,047,593)
(5,760)
(1,444,562)
(350,277)
776,186
39,907
-
-
1,237,260
-
648,660
143,045
-
(15,326)
1,018,460
-
D e e p Y e l l o w L i m i t e d
5 7
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 9
Income tax (continued)
c) Deferred tax – Statement of Financial Position
Liabilities
Prepayments
Assets
Revenue losses available to offset against future taxable income
Accrued expenses
Deductible equity raising costs
Capitalised exploration and evaluation expenditure
Deferred tax assets not brought to account
Net deferred tax asset/(liability)
d) Deferred tax – Statement of Profit or Loss and Other Comprehensive
Income
Liabilities
Prepayments
Assets
Increase in tax losses carried forward
Accruals
Deductible equity raising costs
Capitalised exploration expenses
Deferred tax assets not brought to account
Deferred tax expense/(benefit)
e) Unrecognised temporary differences
Consolidated
2022
$
68,859
68,859
18,356,725
38,786
617,176
1,776,000
(20,719,828)
68,859
-
2021
$
21,897
21,897
17,861,419
33,285
376,398
1,719,311
(19,968,516)
21,897
-
46,962
260
(495,306)
(5,501)
(240,778)
(56,689)
751,312
-
(872,533)
(3,228)
(29,598)
(271,785)
1,176,884
-
At 30 June 2022, there are temporary differences to the value of $1,776,000 in relation to capitalised exploration and
evaluation expenditure associated with subsidiaries. It represents a deferred tax asset which would be realised once the
subsidiary is in a tax paying position. (2021: $1,719,311).
At 30 June 2022, a gross amount of $60,665,322 remain available as deductible temporary difference from carry forward tax
losses. (2021: $59,051,439).
*The Namibian subsidiaries operate in a jurisdiction with higher corporate tax rates.
Note 10 Earnings per share (EPS)
Basic earnings per share is calculated by dividing the net profit for the year attributable to ordinary equity holders of the
Company, excluding any costs of servicing equity other than dividends, by the weighted average number of ordinary shares
outstanding during the financial year.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity holders of the Company,
excluding any costs of servicing equity other than dividends, by the weighted average number of ordinary shares outstanding
during the financial year plus the weighted average number of ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
D e e p Y e l l o w L i m i t e d
5 8
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 10 Earnings per share (EPS) (continued)
The following reflects the income and share data used in the basic and diluted EPS computations:
Consolidated
2022*
$
2021
$
a) Loss attributable to ordinary equity holders of the Company
•
Continuing operations
(6,825,310)
(4,815,206)
b) Weighted average number of ordinary shares for basic EPS
370,069,286
275,681,267
Effects of dilution from:
Share Options
Performance Rights
584,230
591,295
475,718
1,025,268
Weighted average number of potentially dilutive shares not included as they
were anti-dilutive
1,175,525
1,500,986
*Diluted EPS is the same as basic EPS in 2022 as the Group was in a loss position.
c) Information concerning the classification of securities
The weighted average number of ordinary shares includes 30,197,813 Loan Plan Shares that were issued under the Loan
Share Plan and are subject to short and long-term performance conditions.
d) Information concerning antidilutive securities for the periods
459,916 Zero Exercise Price Options and 402,688 Performance Share Rights were anti-dilutive in 2022 as the Group was in
a loss position
Note 11 Cash and short-term deposits
Cash at bank and on hand
Short-term deposits
Consolidated
2022
$
7,968,367
56,955,983
64,924,350
2022
$
2,888,802
49,559,472
52,448,274
The carrying amounts of cash and cash equivalents represent fair value. See Note 19 for the Group’s fair value disclosures.
Cash at banks earns interest at floating rates based on daily bank notice deposit rates. Deposits are made for varying notice
periods of between one and three months, depending on the immediate cash requirements of the Group and earn interest at
the respective deposit rates. At 30 June 2022 the deposit rates on the 30-day and 90-day notice deposits were 0.95% and
1.20% respectively.
Cash flow reconciliation:
Profit/(Loss) after income tax
Depreciation and amortisation
Loss/(Profit) on sale of non-current assets
Impairment of capitalised mineral exploration and evaluation expenditure
Share-based payments' expense
Change in operating assets and liabilities:
Increase in receivables
Increase in payables
Net cash flows used in operating activities
Non-cash financing and investing activities
Consolidated
2022
$
(6,825,310)
356,861
369
42,953
2,585,222
(5,398)
104,031
(3,741,272)
2021
$
(4,815,206)
225,964
(3,580)
18,297
2,185,510
(13,778)
62,209
(2,340,584)
The Group has not entered into any transaction during the current or prior financial year which had material non-cash
components, apart from the initial recognition of a new office lease at commencement.
D e e p Y e l l o w L i m i t e d
5 9
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 12 Current assets – receivables and other assets
a) Receivables
GST recoverable
Other receivables
b) Other assets
Tenement and property bonds
Prepayments
Consolidated
2022
$
366,329
239,097
605,426
438,149
296,248
734,397
2021
$
318,403
216,360
534,763
89,363
135,056
224,419
GST recoverable relates to Australia and Namibia. Interest is not normally charged and collateral is not normally obtained.
Note 13 Non-current assets – property, plant and equipment
Buildings
$
495,663
8,012
-
16,728
520,403
14,589
-
(9,130)
Cost
At 1 July 2020
Additions
Disposals
Exchange adjustment
At 30 June 2021
Additions
Disposals
Exchange adjustment
Office
Equipment
and Fittings
$
Motor
vehicles
Site
Equipment
Construction
in progress
Total
$
$
$
$
395,074
62,677
(74,949)
4,615
387,417
56,947
-
(3,264)
116,914
75,238
-
6,257
198,409
43,674
-
(5,889)
370,134
150,880
(21,490)
18,934
518,458
35,558
(891)
(13,317)
-
-
-
-
-
408,570
-
-
1,377,785
296,807
(96,439)
46,534
1,624,687
559,338
(891)
(31,600)
At 30 June 2022
525,862
441,100
236,194
539,808
408,570
2,151,534
Depreciation
At 1 July 2020
Depreciation charge
Disposals
Exchange adjustment
At 30 June 2021
Depreciation charge
Disposals
Exchange adjustment
291,626
26,193
-
347
318,166
26,353
-
(277)
300,838
48,086
(72,324)
393
276,993
53,028
-
(311)
62,203
5,687
-
75
67,965
23,144
-
(241)
204,221
32,088
(13,241)
419
223,487
44,114
(525)
(460)
At 30 June 2022
344,242
329,710
90,868
266,616
Net book value
At 30 June 2021
202,237
110,424
130,444
294,971
-
-
-
-
-
-
-
-
-
-
858,888
112,054
(85,565)
1,234
886,611
146,639
(525)
(1,289)
1,031,436
738,076
At 30 June 2022
181,620
111,390
145,326
273,192
408,570
1,120,098
Construction in progress
Included in property, plant and equipment at 30 June 2022 was an amount of $398,910 and $9,660 relating to expenditure
for an office fit-out and membrane testing unit in the course of construction.
Security
No items of property, plant and equipment have been pledged as security by the Group.
D e e p Y e l l o w L i m i t e d
6 0
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 14 Non-current assets – Capitalised mineral exploration and evaluation expenditure
In the exploration and evaluation phase
Cost brought forward (net of accumulated impairment)
Exploration expenditure incurred during the year at cost
Exchange adjustment
Impairment loss
Cost carried forward (net of accumulated impairment)
Consolidated
2022
$
43,420,220
8,291,137
(1,940,515)
(42,953)
49,727,889
2021
$
35,415,745
4,017,580
4,005,192
(18,297)
43,420,220
The Group continues to hold tenure over all its Exclusive Prospecting Licences with renewal extension applications having
been submitted to the MME for EPLs 3669 and 3670. As per the Minerals Act these licences remain valid during the period
which an application for renewal of a licence is being considered.
Impairment of capitalised mineral exploration and evaluation expenditure relates to assets for which the expenditure is not
expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale.
The Group’s areas of interest are defined in Note 2(c)(xv). Impairment write-down in FY22 and FY21 relates to other projects
which are fully impaired.
A summary of capitalised mineral exploration and evaluation expenditure by country of operation is as follows:
Namibia
Note 15 Current liabilities – trade and other payables
Trade payables and accruals
Consolidated
2022
$
49,727,889
2021
$
43,420,220
Consolidated
2022
$
1,697,527
2021
$
880,431
Trade payables and accruals are non-interest bearing and normally settled on 30 day terms. There are no secured liabilities
as at 30 June 2022.
Details of the Group’s exposure to interest rate risk and fair value in respect of its liabilities are set out in Note 19.
Note 16 Leases
Group as a lessee
The Group has two property lease contracts of which one will come to an end November 2022 and the other has a term of 5
years with an option to renew for a further 5 years. The Group is restricted from subleasing the property without the owner’s
approval. The leases contain variable lease payments, which are further discussed below.
Set out below are the carrying amounts of the right-of-use assets recognised and the movements during the period:
Leases
At the beginning of the year
Derecognition – Lease period revised
Additions
Depreciation charge for the year
At the end of the year
2022
$
503,105
(341,731)
3,852,482
(210,223)
3,803,633
2021
$
617,015
-
-
(113,910)
503,105
D e e p Y e l l o w L i m i t e d
6 1
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 16 Leases (continued)
Set out below are the carrying amounts of lease liabilities and the movements during the period:
Leases
At the beginning of the year
Derecognition – Lease period revised
Additions
Accretion of interest
Payments
At the end of the year
Current
Non-current
2022
$
536,664
(341,731)
3,852,482
10,284
(197,135)
3,860,564
210,956
3,649,608
2021
$
635,885
-
-
22,822
(122,043)
536,664
106,929
429,735
The maturity analysis of the lease liability are disclosed in Note 19.
The amount recognised in profit or loss in relation to variable lease payments not included in the measurement of the lease
liability is disclosed in Note 8.
The Group had total cash outflows for its property leases of $278,033 in 2022 (2021: $164,208).
Note 17 Issued capital and reserves
(a) Share capital
Issued and fully paid share capital
Issue
price
(cents)
Consolidated
Consolidated
2022
No.
2021
No.
2022
$
2021
$
357,176,912
306,232,725
321,796,741
296,373,482
b) Share movements during the year
At the beginning of the year
Issued on vesting of Performance
Rights
Issued under Loan Share Plan (i)
Repayment of Loan under Loan Share
Plan
Share buyback (ii)
Issued under capital raising
Exercise of Options
Exercise of Zero price options
Less: Transaction costs attributable to
issuance of shares
331,746,708
583,819
244,886,063
911,728
296,373,482
267,245
249,753,196
262,757
6,259,529
-
10,918,707
-
-
11,323
-
-
0.50
(1,537,777)
-
50,088,456
233,990
-
(2,341,524)
65,845,677
11,433,464
92,593
-
-
-
25,044,228
100,463
-
-
42,799,690
5,716,732
25,463
(2,184,356)
At the end of the year
387,374,725
331,746,708
321,796,741
296,373,482
(i) Shares issued under the Loan Share Plan to Managing Director, Executive Director, employees and contractors and
subject to performance conditions, continued employment and repayment of limited recourse loan made to the
participant to purchase the shares. The shares may not be traded until the shares have vested, any imposed dealing
restrictions have ended and the limited recourse loan in respect to those shares has been paid in full.
(ii) Ordinary shares previously issued under the Loan Share Plan were cancelled as relevant vesting criteria were not met.
c) Ordinary shares
The holding company, Deep Yellow Limited, is incorporated in Perth, Western Australia.
The holding company’s shares are limited and 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.
D e e p Y e l l o w L i m i t e d
6 2
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 17 Issued capital and reserves (continued)
d) Other reserves
2022
Balance at 1 July 2021
Loss for year
Transfer to issued capital in respect of Performance
Rights vested
Transfer to issued capital in respect of Zero price
options exercised
Recognition of share-based payments
Movement for the year
Balance at 30 June 2022
2021
Balance at 1 July 2020
Loss for year
Transfer to issued capital in respect of Performance
Rights vested
Transfer to issued capital in respect of Zero price
options exercised
Recognition of share-based payments
Movement for the year
Balance at 30 June 2021
(i)
Employee equity benefits’ reserve
Accumulated
Losses
$
(198,081,539)
(6,825,310)
-
-
-
-
(204,906,849)
Accumulated
Losses
$
(193,266,333)
(4,815,206)
-
-
-
-
(198,081,539)
Consolidated
Employee Equity
Benefits’ Reserve
(i)
$
15,444,255
-
(267,245)
(100,463)
2,677,373
-
17,753,920
Consolidated
Employee Equity
Benefits’ Reserve
(i)
$
13,476,273
-
(262,757)
(25,463)
2,256,202
-
15,444,255
Foreign Currency
Translation
Reserve (ii)
$
(17,440,454)
-
-
-
-
(2,026,340)
(19,466,794)
Foreign Currency
Translation
Reserve (ii)
$
(22,043,521)
-
-
-
-
4,603,067
(17,440,454)
The previous Option Plan was replaced by an Awards Plan which allows the offer of either Options or Performance Rights.
Options over unissued shares are issued and Performance Rights are granted at the discretion of the Board. Information
relating to Options issued and Performance Rights granted are set out in Note 20.
The Group has a Loan Share Plan which allows the offer of Loan Plan Shares to qualifying employees and/or consultants.
Loan Plan Shares are issued at the discretion of the Board. Information relating to Loan Plan Shares are set out in Note 20.
(ii)
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of foreign subsidiaries. The movement arises from the translation of foreign subsidiaries and opening balance of
equity.
Note 18 Dividends
No dividends were paid or proposed during the financial year (2021: Nil).
The Company has no franking credits available at 30 June 2022 (2021: Nil).
Note 19 Financial assets and liabilities
Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Trade and other receivables (Note 12(a)
Total current
Consolidated
2022
$
64,924,350
605,426
65,529,776
2021
$
52,448,274
534,763
53,983,037
D e e p Y e l l o w L i m i t e d
6 3
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 19 Financial assets and liabilities (continued)
Financial liabilities: Lease liabilities
Incremental
Borrowing
rate
Maturity
2022
2021
Consolidated
$
$
3.45%
4.00%
2023
2022
163,734
47,222
-
106,929
210,956
106,929
3.45%
2032
3,649,608
-
3,649,608
429,735
3,860,564
536,664
Consolidated
2022
$
1,697,527
1,697,527
1-5 years
$
3,649,608
-
2021
$$
880,431
880,431
Total
$
3,860,564
1,697,527
0-12 months
210,956
1,697,527
125,704
880,431
458,998
-
584,702
880,431
Current liabilities
Lease liabilities
Lease liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Total non-current liabilities
Total liabilities
Other financial liabilities
Financial liabilities at amortised cost
Trade and other payables (Note 15)
Total current
Maturity analysis of financial liabilities
As at 30 June 2022
Lease liabilities
Trade and other payables
As at 30 June 2021
Lease liabilities
Trade and other payables
Fair values
Apart from lease liabilities, the fair value of financial assets and liabilities approximates their carrying amounts largely due to
the short-term maturities of these instruments.
Financial instruments risk management objectives and policies
The Group’s financial liabilities comprise lease liabilities, and trade and other payables. The main purpose of these financial
liabilities is to finance the Group’s operations. The Group’s principal financial assets include trade and other receivables, and
cash and short-term deposits that derive directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk from its use of financial instruments which are summarised
below. This note presents information about the Group’s exposure to the specific risks, and the policies and processes for
measuring and managing those risks. The Board has the overall responsibility for the risk management framework while
senior management oversees the management of these risks.
D e e p Y e l l o w L i m i t e d
6 4
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 19 Financial assets and liabilities (continued)
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity
price risk and commodity risk. The Group is only exposed to interest rate and currency risk.
The financial instrument affected by market risk is deposits. The sensitivity analyses in the following sections relate to the
position as at 30 June 2022 and 2021.
(a)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group has cash assets which may be susceptible to fluctuations in changes in
interest rates. The Group requires the cash assets to be sufficiently liquid to cover any planned or unforeseen future
expenditure, which prevents the cash assets being committed to long term fixed interest arrangements. The Group
enters into notice deposit arrangements of between one and three months to obtain flexible liquidity whilst fixing interest
rate for a short period of time only. The Group does not employ interest rate swaps or enter into any other hedging
activity with regards to its interest-bearing investments.
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Cash at bank
Other short-term bank/notice deposits
Interest rate sensitivity
Consolidated
2022
$
7,968,367
56,955,983
64,924,350
2021
$
2,888,802
49,559,472
52,448,274
A change of 1% in interest rates at the reporting date as per management’s best estimate would have
increased/(decreased) other comprehensive income and profit and loss by the amounts shown below. This analysis
assumes all other variables remain constant. The same sensitivity analysis has been performed for the comparative
reporting date.
30 June 2022
Cash and cash equivalents
30 June 2021
Cash and cash equivalents
(b)
Currency risk
Profit and Loss
Other Comprehensive
Income
1%
Increase
1%
Decrease
1%
increase
1%
Decrease
649,243
(649,243)
524,483
(524,483)
-
-
-
-
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. Financial assets in overseas Group companies are not generally material in
the context of financial instruments entered into by the Group as a whole, as they generally relate to funds advanced
to fund short term exploration and administration activities of the overseas operations. Once the funds are expended,
they are no longer classified as financial assets. Advancing of funds to overseas operations on a needs basis, is an
effective method for the management of currency risk. The Group’s investments in overseas subsidiary companies
are not hedged as they are considered to be long term in nature.
As a result of significant investment in Namibia, the Group’s Statement of Financial Position can be affected by
movements in the Namibian dollar/Australian dollar/US dollar exchange rates. The Group does not consider there to
be a significant exposure to the Namibian dollar or US dollar as they represent the functional currencies of controlled
entities.
D e e p Y e l l o w L i m i t e d
6 5
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 19 Financial assets and liabilities (continued)
Foreign currency sensitivity
The Group has no exposure to foreign currency changes as the Company and none of its subsidiaries carry financial
assets and/or liabilities in another currency than their functional currency. The exposure on translating the foreign
subsidiaries’ financial statements into the presentation currency is not analysed for sensitivity.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet
its contractual obligations and arises principally from transactions with customers. The Group is exposed to credit risk
from its operating activities and from its financing activities, including deposits with banks and foreign exchange
transactions.
•
•
Trade and other receivables
The majority of the receivables that materialise through the Group’s normal course of business is in relation to
the NJV, for which Reptile Mineral Resources and Exploration (Pty) Ltd, a controlled entity, is the appointed
Manager and has during the term of the Joint Venture always received funds timeously from the major funding
partner, JOGMEC. The risk of non-recovery of receivables is therefore considered to be negligible. The Board
does not consider there to be a significant exposure to credit risk in relation to trade and other receivables.
Cash at bank
Credit risk from balances with banks and financial institutions is managed by the Group Financial Controller
and reviewed by the Board. Investments of surplus funds are made only with approved counterparties. The
Group’s primary banker is Westpac Banking Corporation Limited (Westpac). The Board considers this financial
institution, which have a short-term credit rating of A-1+ and long-term rating of AA- from Standard & Poor’s, to
be appropriate for the management of credit risk. At reporting date all current accounts are with this bank,
other than funds transferred to Namibia to meet the working capital needs of the controlled entity, Reptile
Mineral Resources and Exploration (Pty) Ltd. The cash needs of the controlled entity’s operations are
monitored by the parent company and funds are advanced to the Namibian operations as required.
The Directors believe this is the most efficient method of combining the monitoring and mitigation of potential
credit risks arising out of holding cash assets in overseas jurisdictions, and the funding mechanisms required
by the Group.
•
Deposits at call
In addition, the Group has cash assets on notice (30 and 90-day) deposit with Westpac.
Except for the matters above, the Group currently has no significant concentrations of credit risk.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum
exposure to credit risk at the reporting date was:
Cash and cash equivalents
Other short-term bank/notice deposits
Other receivables
Liquidity risk
Consolidated
2022
$
7,968,367
56,955,983
239,097
65,163,477
2021
$
2,888,802
49,559,472
216,360
52,664,634
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s only
liabilities are short term trade and other payables and lease liabilities.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Group’s reputation.
Management manages its liquidity risk by monitoring its cash reserves and forecast spending and is cognisant of the future
demands for liquid financial resources to finance the Group’s current and future operations, and consideration is given to the
liquid assets available to the Group before commitment is made to future expenditure or investment.
The Group’s expenditure commitments are taken into account before entering into notice deposit investments and short- and
medium-term exploration programs are tailored within current cash resources.
The Group’s trade and other payables of $1,697,527 (2021: $880,431) are settled on 30-day trading terms.
D e e p Y e l l o w L i m i t e d
6 6
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 20 Share-based payment plans
(a)
Types of share-based payments
Performance Rights
Under the Awards Plan, Performance Rights can be granted to Executives and other qualifying employees in order to align
remuneration with shareholder wealth over the long-term and assist in attracting and retaining talented employees. These
are granted with a nil exercise price and each right upon vesting entitles the holder to one fully paid ordinary share in the
capital of the Company if certain time and market price measures are met in the measurement period.
During the 2022 financial year, the Group continued to issue Performance Rights to some employees and contractors which
were subject to the holder of the awards remaining employed with the Company during the measurement period. Prior year
issues also included market price vesting conditions which measures the increase in share price of the Company. Unvested
Performance Rights subject to the Market Price Condition will vest if, at the end of the measurement period, the share price
of the Company has reached a pre-determined market price.
If at any time prior to the Vesting Date an employee voluntarily resigns from employment with the Group or is terminated, the
Performance Rights automatically lapse and are forfeited, subject to the discretion of the Board. The Board can at any time
make a determination, including amended vesting conditions, that Performance Rights for which performance hurdles have
not been met, continue as Unvested Performance Rights. They will lapse, if they have not already lapsed or vested for any
other reason, 4 years after the date of grant.
Loan Plan Shares
During the 2022 financial year shares were granted to the Managing Director, Executive Director, employees and contractors
under the Deep Yellow Limited Loan Share Plan (Loan Share Plan). The Loan Share Plan rewards and incentivises
employees (including Directors who are employees of the Company) and contractors (Participant), where shareholder
approval has been granted (if required), through an arrangement where Participants are offered shares subject to long term
performance conditions. The shares are offered at market value such that the incentive is linked to the increase in value over
and above the purchase price and so aligns the Participants to the risks and rewards of a shareholder. The purchase price
payable by the Participant for the ordinary shares is lent to the Participant under an interest free limited recourse loan, with
the loan secured against the shares. A Participant may not trade shares acquired under the Loan Share Plan until the shares
have vested, any imposed dealing restrictions have ended and the limited recourse loan in respect to those shares has been
paid in full. For so long as there is an outstanding loan balance, the Participant irrevocably and unconditionally directs the
Company to withhold all after tax dividends in respect of the Participants Loan Plans Shares and apply all amounts so withheld
in repayment of the outstanding loan balance. The loan can be repaid at any time, however, to avoid compulsory divestment
of Loan Plan Shares, the loan must be repaid on the earlier of periods ranging between 5-10 years (determined with each
issue) after the issuance of the shares and the occurrence of:
(a)
(b)
in the case of vested shares, the date being 12 months after cessation of employment or service contract for any
reason; or
pre-determined occurrences as per the Loan Share Plan including but not limited to a Control Event or material breach
by the Participant.
The shares vest if certain Company share price targets and clearly defined business goals (where applicable) covering non-
financial performance measures are met and the holder of the awards remains employed with the Company during the
measurement period. If these conditions are not met the shares are forfeited and the forfeited shares are treated as full
consideration for the repayment of the loan. The fair value at grant date is estimated using a Black Scholes option pricing
model for shares with non-market based vesting conditions and a Monte-Carlo model for those with market based vesting
conditions.
(b)
Summaries of Performance Rights and Loan Plan Shares granted
The table below illustrates the number (No.) and weighted average exercise price (WAEP) of, and movements in, Loan Plan
Shares during the year:
Outstanding at the start of the year
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at the end of the year
2022
2021
No.
30,441,807
6,331,705
(1,537,777)
(37,922)
35,197,813
WAEP (cents)
33.3
91.1
-
-
76.3
No.
21,936,800
10,918,707
(2,413,700)
-
30,441,807
WAEP (cents)
31.9
35.5
-
-
33.3
D e e p Y e l l o w L i m i t e d
6 7
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 20 Share-based payment plans (continued)
The table below illustrates the number (No.) and weighted average share price (WASP) at vesting date, and movements in,
Performance Rights during the year:
Outstanding at the start of the year
Granted during the year
Expired during the year
Vested during the year
Outstanding at the end of the year
2021
2021
No.
775,809
1,152,365
(69,389)
(911,728)
775,809
WASP (cents)
-
-
-
85.2
No.
604,561
1,152,365
(69,389)
(911,728)
775,809
WASP (cents)
-
-
-
45.5
(c)
Summaries of Loan Plan Shares exercised during the year
37,992 (2021: Nil) Loan Plan Shares were exercised during the year. 6,331,705 (2021: 10,918,707) Loan Plan Shares were
granted and 7,084,229 (2021: 2,360,834) vested during the year. 14,463,000 (2021: 7,282,458) of the outstanding Loan Plan
Shares were exercisable at year end.
(d) Weighted average remaining contractual life
The Loan Plan Shares outstanding at the end of the year have exercise prices between 22.0 and 92.8 cents. The weighted
average remaining contractual life for the limited recourse loans outstanding in relation to Loan Plan Shares at 30 June 2022
is 4.37 years (2021: 4.70 years)
(e)
Recognised share-based payment expenses
The weighted average remaining contractual life for the Performance Rights outstanding as at 30 June 2022 is 9.78 months
(2021: 7.71 months).
The expense recognised for employee services during the year, arising from equity-settled share-based payment transactions
in the form of Performance Rights and Loan Plan Shares is shown in the table below:
Amount recognised as employee expenses in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income
Amount recognised as capitalised mineral exploration and evaluation
expenditure
Consolidated
2022
$
2,585,222
2021
$
2,082,943
92,150
73,263
2,677,372
2,156,206
There have been no modifications to share-based payment arrangements during the 2022 financial year.
(f)
Performance Rights and Loan Plan Shares pricing models
The fair value of the Performance Rights and Loan Plan Shares granted under their respective plans are estimated as at the
grant date.
The following tables list the inputs to the models used for the years ended 30 June 2022 and 30 June 2021.
Performance
Rights
Grants
2022
11-Nov-21
N/A (i)
Zero
-
N/A
15
104.0
Pricing model
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of rights
Closing share price at grant date (cents)
Fair value per right at grant date (cents)
∗ Time-based vesting conditions
∗ Time and market based vesting conditions
104.0
N/A
6-Dec-21
2021
10 Aug 20
27 Nov 20
N/A (i)
Zero
-
N/A
4
91.0
91.0
N/A
N/A (i)
Zero
-
N/A
15
23.5
23.5
N/A
N/A (i)
Zero
-
N/A
2
43.0
43.0
N/A
1 Jun
21
N/A (i)
Zero
-
N/A
15
84.0
84.0
N/A
D e e p Y e l l o w L i m i t e d
6 8
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 20 Share-based payment plans (continued)
Loan Plan Shares
Grants
16-Aug-21
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
6-Sep-21
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
2022
6-Dec-21
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
6-Dec-21
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
6-Dec-21
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
2021
27 Nov 20
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
Black Scholes (i)
Monte-Carlo
simulation using
hybrid pricing model
(ii)
Nil
85
0.57
5
66.0
Nil
85
0.57
5
88.2
Year 1: 46.2
Year 2: 48.7
Year 3: 51.2
-
Year 1: 64.4
Year 2: 67.7
Year 3: 71.0
-
39.9
55.9
Nil
85
1.35
7
91.0
68.2
-
56.5
Nil
85
1.35
7
94.5
71.3
-
-
Nil
85
1.74
10
94.5
79.2
79.2
63.0
Nil
80
0.29
7
41.5
30.5
-
23.6
Nil
80
0.29
5
41.5
27.4
27.4
22.6
Pricing model
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected repayment term
of limited recourse loan in
relation to Loan Plan
Shares (years)
Closing share price at
grant date (cents)
Fair value per Loan Plan
Share at grant date (cents)
- Time-based vesting
conditions
- Time and non-market
based vesting conditions
- Time and market based
vesting conditions
(i)
(ii)
Share-based payments subject to non-market based vesting conditions – Fair value equates to closing share price at grant date; and
Share-based payments subject to market-based vesting conditions.
The expected life of the limited recourse loan in relation to Loan Plan Shares is based on current expectations and is not necessarily indicative of repayment patterns that may occur. The expected
volatility reflects the assumption that the historical volatility over a period similar to the life of the Loan Plan Shares and repayment term of the limited recourse loan in relation to the Loan Plan Shares
is indicative of future trends, which may not necessarily be the actual outcome.
D e e p Y e l l o w L i m i t e d
6 9
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 21 Commitments and contingencies
(a)
Exploration
The Group has certain obligations to perform minimum exploration work on mineral leases held. These obligations may vary
over time, depending on the Group’s exploration programs and priorities and may be reduced by the surrendering of
tenements. These obligations are also subject to variations by farm-out arrangements or sale of the relevant tenements. This
commitment does not include the expenditure commitments which are the responsibility of the joint venture partners. As at
balance date, the Group has no outstanding commitment for exploration expenditure.
(b)
Contractual commitments
There are no contracted commitments other than those disclosed above.
(c)
Contingent liabilities
There were no material contingent liabilities as at 30 June 2022.
Note 22 Related party disclosures
Compensation of Key Management Personnel
Short-term employee benefits
Post-employment benefits
Share-based payment
Total compensation paid to Key Management Personnel
Consolidated
2021
$
1,186,465
16,902
1,295,918
2,499,285
2021
$
1,085,857
8,675
998,039
2,092,571
The amounts disclosed in the table are the amounts recognised as a cost during the reporting period related to Key
Management Personnel.
Other transactions with Key Management Personnel
Scomac Management Services Pty Ltd as trustee for the Scomac Unit Trust (Scomac or Consultant) has been appointed on
a non-exclusive basis to provide the Group with management, strategic, technical and geological expertise and services
through the Consultant personnel they employ or have access to (Scomac agreement).
Consultant personnel who Scomac employ or have access to include Mr John Borshoff, who has offered himself as managing
director and/or chief executive officer of the Group. Where any of the Scomac personnel acts as an officer of the Group,
neither Scomac or the personnel receive any additional payment or increase in fee for discharging the duties and
responsibilities as an officer of the Group.
Mr Borshoff has a financial interest in and controls Scomac. During the year ended 30 June 2022 Scomac billed the Company
$1,411,868, inclusive of GST and on-costs (2021: $1,078,897), for technical and geological services (excluding Mr Borshoff)
on normal commercial terms and conditions. These amounts are not included in the remuneration tables above. Fees paid
to Scomac in relation to services provided by Mr Borshoff as Managing Director are detailed in Table 2 of the Remuneration
Report. An amount of $120,049 was outstanding at 30 June 2022 (2021: $116,412). The majority of cost for other services
was recognised as non-current asset: capitalised mineral exploration and evaluation expenditure.
There were no other related party transactions during the year other than those disclosed above in relation to Key
Management Personnel.
Note 23 Events Occurring After Balance Date
There have been no events or circumstances which materially affect the Annual Financial Statements of the Group between
30 June 2022 and the date of this report other than the following:
On 31 March 2022 Deep Yellow Limited and Vimy Resources Ltd has announced their agreement to a proposed merger by
Scheme of Arrangement under which Deep Yellow would acquire 100% of the Vimy shares on issue to create a new global
uranium player. The merger was implemented on 5 August 2022 with 344,343,348 Deep Yellow shares issued to Vimy
shareholders, whereby they received 0.294 DYL shares for each Vimy share held.
On 10 August 2022, the Ministry of Mines and Energy in Namibia, in terms of the relevant provisions of the Minerals
(Prospecting and Mining) Act, 1992 delivered a Notice of Preparedness to grant Mining Licence ML 237 to Reptile Uranium
Namibia (Pty) Ltd, subsidiary of Deep Yellow Limited in relation to the Tumas Project. The final issue of the licence documents
is still subject to the issuance of an Environmental Clearance Certificate in respect of the Project.
D e e p Y e l l o w L i m i t e d
7 0
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 24 Remuneration of Auditors
The auditor of the Deep Yellow Limited Group is Ernst & Young
Fees to Ernst & Young (Australia)
Fees for auditing the statutory financial report of the parent covering the
group and auditing the statutory financial reports of any controlled entities
Fees required by legislation to be provided – ASIC audit levy
Fees for other services – Tax and other advisory
Total fees to Ernst & Young (Australia)
Fees to other overseas member firms of Ernst & Young (Australia)
Fees for auditing the financial report of any controlled entities
Fees for assurance services that are required by legislation to be provided
Fees for other services
Consolidated
2021
$
2021
$
57,955
45,008
586
16,420
74,961
615
15,984
61,607
44,557
44,303
-
3,380
-
-
Total fees to other overseas member firms of Ernst & Young (Australia)
47,937
44,303
Total auditor’s remuneration
122,898
105,910
Note 25 Parent entity Information
Information relating to Deep Yellow Limited:
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Accumulated losses
Equity compensation reserve
Total shareholders’ equity
Loss of the parent entity
Total comprehensive loss of the parent entity
Contingent liabilities of the parent entity
2022
$
62,045,888
118,859,931
(1,862,237)
(5,511,845)
321,796,741
(223,521,676)
17,753,920
113,348,086
(6,269,611)
(6,269,611)
2021
$
50,210,348
93,088,783
(774,275)
(1,204,010)
296,373,482
(219,932,964)
15,444,255
91,884,773
(4,374,630)
(4,374,630)
Deep Yellow Limited has entered into a Subordination Agreement on 31 March 2017. The agreement has subsequently been
updated with the last update on 8 August 2022. The effect of the agreement is that Deep Yellow Limited has agreed to assist
Reptile Uranium Namibia (Pty) Ltd, a Namibian subsidiary, by subordinating subject to certain terms and conditions, its non-
current claims against Reptile Uranium Namibia (Pty) Ltd and in favour and for the benefit of other creditors of Reptile Uranium
Namibia (Pty) Ltd. No liability is expected to arise.
D e e p Y e l l o w L i m i t e d
7 1
2 0 2 2 A n n u a l R e p o r t
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022
Note 26 Interests in Joint Operations
During FY21 and as part of Japan Oil, Gas and Metals National Corporation (JOGMEC) completing its farm-in and earning
the right to acquire a 39.5% interest in Nova Energy Namibia (Pty) Ltd (Nova Energy) the Group no longer controlled Nova
Energy and instead under the contractual arrangements jointly controls Nova Energy. The Group accounts for its retained
interest in Nova Energy as a Joint Operation as the Group has both rights to the assets and obligations for the liabilities of
the joint arrangement.
No gain or loss was recognised upon loss of control of Nova Energy as the Group has made an accounting policy choice to
measure retained interest in the joint operation at its carrying amount.
Reptile Mineral Resources and Exploration (Pty) Ltd is the manager of the Nova joint arrangement, incurs expenditure on
behalf of the joint arrangement and cash calls each participant of the joint operation for their share of the expenditure.
As at 30 June 2022, the Group’s interest in joint operations is as follows:
Total assets
Nova Energy Exploration Project
Namibia
65%*
39.5%
1,241,951
788,198
Principal place
of business
Ownership
Voting rights
2022
2021
* Reducing to 39.5% on exercise of right to equity by joint venture partner JOGMEC.
D e e p Y e l l o w L i m i t e d
7 2
2 0 2 2 A n n u a l R e p o r t
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Deep Yellow Limited (‘the Company’), I state that:
1.
In the opinion of the Directors:
(a)
the financial statements and notes of the consolidated entity for the financial year ended 30 June 2022 are in
accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its
performance for the year ended on that date;
the financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note
2; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
This declaration has been made after receiving the declarations to be made to the Directors in accordance with Section
295A of the Corporations Act 2001 for the financial year ended 30 June 2022.
(b)
(c)
2.
On behalf of the Board
John Borshoff
Managing Director
22nd day of September 2022
D e e p Y e l l o w L i m i t e d
7 3
2 0 2 2 A n n u a l R e p o r t
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 Deep Yellow Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Deep Yellow Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at 30 June
2022, the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated cash flow statement 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:
a)
b)
Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2022
and of its consolidated 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial report of the current year. These matters were addressed in the context of our
audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a
separate opinion on these matters. For the matter below, our description of how our audit addressed
the matter is provided in that context.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to 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 matter below, provide the basis for our audit opinion on the accompanying
financial report.
1. Carrying value of capitalised mineral exploration and evaluation expenditure
Why significant
How our audit addressed the key audit matter
As disclosed in Note 14 to the financial
statements, at 30 June 2022, the Group held
capitalised exploration and evaluation
expenditure assets of $49.7 million.
The carrying value of exploration and evaluation
expenditure assets are assessed for impairment
by the Group when facts and circumstances
indicate that the carrying value may exceed their
recoverable amount. Previously recognised
impairment write-downs on capitalised
exploration and evaluation expenditure assets
are also required to be assessed for reversals of
impairment.
During the year the Group determined that there
had been no indicators of impairment or the
reversal of any previous impairment, on its
exploration and evaluation expenditure assets.
The determination as to whether there are any
indicators to require an exploration and
evaluation asset to be assessed for impairment
or for reversals of impairment, involves a
number of judgments including whether the
Group has tenure, will be able to perform
ongoing expenditure and whether there is
market evidence to indicate that the fair value of
the exploration and evaluation asset has
changed substantially from when previous
impairment write-downs were recognised.
Given the size of the balance relative to the
Group’s total assets and the judgmental nature
of identifying indicators of impairment or
reversals of impairment associated with
exploration and evaluation assets, we considered
this a key audit matter.
We evaluated the Group’s assessment as to whether
there were any indicators of impairment or
impairment reversal to require the carrying value of
exploration and evaluation assets to be tested for
impairment or, where applicable, the reversal of any
previous impairment.
Our audit procedures included the following:
► Considered the Group’s right to explore in the
relevant exploration area which included
obtaining and assessing supporting
documentation such as license agreements and
correspondence with relevant government
agencies.
► Considered the Group’s intention to carry out
significant exploration and evaluation activities
in the relevant exploration area which included
assessing whether the Group’s cash-flow
forecasts provided for expenditure for planned
exploration and evaluation activities, and
enquiring with senior management and
Directors as to the intentions and strategy of
the Group.
► Considered the Group’s assessment of whether
the commercial viability of extracting mineral
resources had been demonstrated and whether
it was appropriate to continue to classify the
capitalised expenditure for the area of interest
as an exploration and evaluation asset.
► Considered the Group’s assessment of internal
and external evidence underpinning its
assessment of whether any triggers were
present to suggest previous impairment of
certain exploration and evaluation assets may
have reversed.
► Assessed the adequacy of the financial report
disclosure contained in Note 14 of the financial
report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 30 June 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.
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:
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
►
►
►
►
►
►
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 entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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 30 June
2022.
In our opinion, the Remuneration Report of Deep Yellow Limited for the year ended 30 June 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
Gavin Buckingham
Partner
Perth
22 September 2022
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows.
The information is current as at 13 September 2022.
(a)
Distribution of Equity Securities
Ordinary share capital
731,547,240 fully paid ordinary shares are held by 14,582 individual shareholders.
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby
each member present in person or by proxy shall have one vote and upon a poll, each share will have one vote. All issued
ordinary shares carry the rights to dividends.
The number of shareholders, by size of holding, are:
Distribution
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001- 100,000
More than 100,000
Totals
Holding less than a marketable parcel
(b)
Substantial Shareholders
Fully paid ordinary shares
4,173
4,759
1,881
3,278
491
14,582
1,808
Shareholder Name
PARADICE INVESTMENT MANAGEMENT PTY LTD
Fully paid ordinary shares
Number
30,498,169
Percentage
8.75
The above shareholdings are disclosed pursuant to section 671B (3) of the Corporations Act 2001 but the relevant interests
shown do not necessarily represent the beneficial interest in the share capital of the Company for the parties concerned. The
information above is in accordance with the Form 604 as lodged by the shareholder.
(c)
Twenty Largest Shareholders
The names of the twenty largest holders of ordinary shares are listed below:
Shareholder Name
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
LEXBAND PTY LTD
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
MR JOHN BORSHOFF
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GILLIAN SWABY
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
UBS NOMINEES PTY LTD
WARBONT NOMINEES PTY LTD
MR PETER SARANTZOUKLIS
SUMICO (WA) PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MR JIAHUANG ZHANG
OLIVE TREE GROUP PTY LTD
MR MITCHELL GERARD OGILVIE
Totals
Fully paid ordinary
shares
Number
113,197,520
97,218,382
49,059,503
31,992,716
20,279,623
19,346,618
18,963,000
14,027,519
13,615,223
10,408,491
8,585,005
8,209,624
7,730,033
6,161,707
6,010,667
5,746,505
4,528,525
4,410,000
4,306,058
4,140,511
447,937,230
Percentage
15.47
13.29
6.71
4.37
2.77
2.64
2.59
1.92
1.86
1.42
1.17
1.12
1.06
0.84
0.82
0.79
0.62
0.60
0.59
0.57
61.23
(d)
Restricted Securities
As at 30 June 2022 there were no restricted securities.
D e e p Y e l l o w L i m i t e d
7 9
2 0 2 2 A n n u a l R e p o r t
SCHEDULE OF MINERAL TENURE
As at 13 September 2022
WESTERN AUSTRALIA
Number
L39/0288
L39/0289
E39/2049
E39/2207
L39/0287
L39/193
L39/219
L39/239
L39/240
L39/241
L39/242
L39/243
L39/251
L39/252
L39/253
L39/254
L39/279
L39/280
M39/1104
M39/1105
P39/5844
P39/5853
R39/2
E38/3348
E39/2149
E38/3203
E39/2012
E39/2013
E39/2115
NORTHERN TERRITORY
Number
EL24017
EL27059
EL25064
EL25065
EL28379
EL28380
EL28381
EL28382
EL28383
EL28384
EL28385
EL5893
EL22430
EL24920
EL26089
EL31437
EL32827
EL32828
EL23327
EL32825
EL32826
EL26905
EL26906
EL23928
EL24290
EL26356
EL5060
Name
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Mulga Rock Project
Kingston Project
Kingston Project
Kingston Project
Kingston Project
Kingston Project
Kingston Project
Name
Waidaboonar
Waidaboonar
King River
King River
King River
King River
King River
King River
King River
King River
King River
Wellington Range
East Alligator Group
East Alligator Group
East Alligator Group
East Alligator Group
East Alligator Group
East Alligator Group
Jungle Creek
Tin Camp Creek
Tin Camp Creek
Mamadawerre
Mamadawerre
Mount Gilruth
Mount Gilruth
Mount Gilruth
Mount Gilruth
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Expiry date
24/08/2041
24/0/2041
18/10/2023
30/06/2027
7/01/2041
7/10/2030
6/12/2033
29/03/2037
29/08/2037
29/08/2037
29/08/2037
2/01/2039
21/08/2039
9/02/2038
9/02/2038
5/06/2038
4/07/2040
4/07/2040
18/10/2037
18/10/2037
8/03/2026
16/04/2026
10/11/2024
Application
1/06/2025
26/09/2023
4/12/2023
8/08/2024
17/11/2024
Expiry date
2/09/2022#1
2/09/2022#1
4/07/2023
4/07/2023
Application
Application
Application
Application
Application
Application
Application
3/05/2024
15/08/2025
15/08/2025
15/08/2025
Application
Application
Application
Application
Application
Application
Application
Application
Application
Application
Application
Application
#1 Application for renewal submitted for which the Company awaits an outcome
D e e p Y e l l o w L i m i t e d
8 0
2 0 2 2 A n n u a l R e p o r t
SCHEDULE OF MINERAL TENURE (continued)
As at 13 September 2022
NAMIBIA
Number
EPL 3496#1
EPL 3497#1
MDRL 3498#2
Name
Tubas
Tumas
Aussinanis
Interest
95%
95%
85%
Expiry Date
08.12.2023
15.12.2023
05.01.2025
EPL 3669
EPL 3670
Tumas North
Chungochoab
65% #8
65% #8
30.03.2022 #9
30.03.2022 #9
ML 176 #3
Shiyela
EPL 6820#1
Rooikop East
MLA 237#1 #10
Tumas Project
95%
95%
95%
05.12.2027
02.08.2023
-
JV Parties
-
-
[5% Epangelo #4
10% Oponona#5]
[25% Nova (Africa) #6
10% Sixzone #7]
5% Oponona #5
-
-
#1 5% right granted to Oponona#5 in 2009 to participate in any projects which develop from these EPLs
#2 A Mineral Deposit Retention Licence (MDRL) to secure the uranium resource within EPL3498 was granted on 6 January
2020.
#3 Located entirely within EPL3496
#4 Epangelo Mining (Pty) Ltd
#5 Oponona Investments (Pty) Ltd
#6 Nova Energy (Africa) Pty Ltd
#7 Sixzone Investments (Pty) Ltd
#8 Equity interest 65%, however JOGMEC currently hold a right to equity of 39.5%, which if exercised would amend the JV
Parties' interests. Whilst JOGMEC has not yet exercised its option, the JV parties are contributing in those proportions as
though the interest had been exercised as indicated below:
Reptile Mineral Resources and Exploration (Pty) Ltd
Japan Oil, Gas and Metals National Corporation (JOGMEC)
Nova Energy (Africa) Pty Ltd (Subsidiary of Toro Energy Ltd)
Sixzone Investments (Pty) Ltd
39.5%
39.5%
15%
6%
#9 Renewal applications were submitted to the MME on 8 December 2021. An EPL does not expire during a period which an
application for renewal of such licence is being considered.
AGREEMENTS
ABM Resources NL - Northern Territory (100% uranium rights stay with DYL)
D e e p Y e l l o w L i m i t e d
8 1
2 0 2 2 A n n u a l R e p o r t
Level 1, 502 Hay Street, Subiaco, Western Australia 6008
Tel: +61 8 9286 6999 Email: info@deepyellow.com.au
www.deepyellow.com.au