DGR Global Limited
ABN 67 052 354 837
dgrglobal.com.au
DGR Global Limited
dgrglobal.com.au
A Resource Company Creator
ANNUAL REPORT
2023
DGR Global Limited
dgrglobal.com.au
Developing Tomorrow’s Resources, Today.
At DGR Global we are focused on an inter-generational, global search for tier one resource
projects that address the booming global demand for commodities. We see this image as one
that represents the speed in which the economy is gearing towards clean, green energy
projects, as well as being representative of the forward thinking mindset required to develop
world class projects that are developing tomorrow’s resources today.
DGR Global Limited
dgrglobal.com.au
Directors
Peter Wright - Non-Executive Chairman
Nicholas Mather - Managing Director
Brian Moller - Non-Executive Director
Ben Hassell - Non-Executive Director
Company Secretary
Geoffrey Walker
Registered Office and
Principal Place of Business
Level 27
111 Eagle Street
Brisbane Q 4000
Share Register
Auditor
Solicitors
Link Market Services Limited
10 Eagle Street
Brisbane Q 4000
Telephone: 1300 554 474
BDO Audit Pty Ltd
Level 10
12 Creek Street
Brisbane Q 4000
Hopgood Ganim
Level 8, Waterfront Place
1 Eagle Street
Brisbane Q 4000
Stock Exchange Listing
DGR Global Limited shares are listed on the
Australian Securities Exchange
(ASX code: DGR)
Website
www.dgrglobal.com.au
Corporate Governance
Statement
www.dgrglobal.com.au/corporate-governance
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT
Chairman’s letter
Dear Shareholders,
Thank you for continuing to support the company over what has been a
difficult year. Persistently high interest rates, high but moderating inflation and
geopolitical events have presented considerable restraints to Global
Economic growth and subsequently commodity markets. This has particularly
been the case in China, Australia’s largest trading partner, who continue to
report moderating economic growth. This has seen a softening of demand
for commodities in China and consequently prices.
DGR Global Ltd (‘DGR’ or the company’) its board, senior management and
staff have continued to manage the company’s considerable asset base
through these challenging economic parameters which have presented the
small to medium resource investment sector with one of the most challenging
years I have experienced in my 25 years in financial markets. DGR continued
to moderate its costs over this financial year, using its balance sheet to financially support several of its investments,
and has retained a strong balance sheet. DGR intends to continue the responsible use of its balance sheet to
preserve shareholder equity given the disparity between the company’s market capitalisation and asset backing.
Over the course of the reporting period the company added Mr Ben Hassell to the board, Ben has made an
immediate contribution to strengthening the company and I would like to thank Ben and my fellow directors Nick
Mather and Brian Moller for their constant contributions and dedication to the company.
I would also like to thank our dedicated staff at DGR who have delivered significant outcomes over the last twelve
months by continuing to add value to both our listed and unlisted assets.
With persistent and stubbornly high inflation and no end in sight to the rate cycle, coupled with ongoing and
seemingly unresolvable conflict in Eastern Europe, the next 12 months provides a challenging outlook.
Against this uncertainty shareholders can be certain that DGR will continue to responsibly progress and develop
its asset portfolio and carefully manage its balance sheet in their interests – after all, it is your company.
Again, if I would like to sincerely thank our shareholders, both new and longstanding, for your continued support
of the company. This is your company, and we will continue to work for you over the coming twelve months and
beyond to deliver on the potential of the company’s considerable asset base.
Sincerely,
Peter Wright
CHAIRMAN
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’
REPORT
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT
For the year ended 30 June 2023
The directors present their report, together with the financial statements, on the consolidated entity (referred
to hereafter as the 'Group') consisting of DGR Global Limited (referred to hereafter as the 'Company' or 'parent
entity') and the entities it controlled at the end of, or during, the year ended 30 June 2023.
DIRECTORS
The following persons were directors of DGR Global Limited during the whole of the financial year and up to
the date of this report, unless otherwise stated:
Peter Wright - Non-Executive Chairman
Nicholas Mather - Managing Director
Brian Moller - Non-Executive Director
Ben Hassell - Non-Executive Director (appointed 16 March 2023)
PRINCIPAL ACTIVITIES
During the financial year, the principal continuing activities of the Group was the generation of projects, and
the provision of services and support to sponsored listed companies, within the mineral resources industry. There
were no significant changes in the nature of the Group’s principal activities during the financial year.
DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
REVIEW OF OPERATIONS, MINERAL RESOURCES AND FUTURE DEVELOPMENTS
(a) Capital Structure Changes During the Year
Ordinary Shares
There were no new ordinary shares issued during the financial year ended 30 June 2023 (2022: 68,114,751
ordinary shares were issued).
Listed Options
There were no new options issued during the financial year (2022: 27,634,616 listed company options issued).
(b) Financial Position and Financial Performance for the Year
Financial Position
The net assets of the Group have decreased by $39,940,934 to $108,789,455 as at 30 June 2023 from
$148,730,389 as at 30 June 2022. This decrease has primarily resulted from:
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Decrease in the fair value of investments accounted for as assets at fair value through other
comprehensive income;
Sale of shares in Atlantic Lithium Limited; offset by
Increase in financial assets at fair value through profit or loss - due to additions to McArthur Oil & Gas
Ltd redeemable exchangeable notes;
Increase in exploration and evaluation assets; and
Decrease in deferred taxation liability.
During the past year the Group has continued investing in its mineral exploration tenements.
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Financial Performance
For the year ended 30 June 2023, the Group loss after income tax was $9,547,919 (2022: $9,169,564),
comparable with the loss for the year ended 30 June 2022. The loss for the year has been largely driven by:
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Share of losses of associates;
▪ Movement in fair value of convertible note receivable and redeemable exchangeable notes
receivable.
Impairment of trade receivables; partially offset by:
Interest income; and
Reversal of impairment in associate.
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Cash Flows
Cash outflows from operating activities were higher in the 30 June 2023 financial year when compared to 30
June 2022, mainly due to reduced inflows from management fees. There were net cash inflows from investing
activities due to the sale of Atlantic Lithium Limited shares.
(c) Review of Operations
DGR Global’s business is the creation of resource exploration, development, and mining companies. The
business uses the skills of a core team of talented exploration staff to identify resource projects capable of
yielding world class discoveries of commodities with enduring strong fundamentals. This is achieved through
the identification of commodities with a favourable 20-year demand, growth, and price outlook. DGR searches
for geological terranes with:
▪ A demonstrated strong endowment for that commodity in an historically under-explored region
▪ Opportunity for the application of newly developed exploration and metallurgical techniques to
assist in the definition of economic resources
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Jurisdictions with improving socio-economic and regulatory frameworks
Extensive available tenures
Existing data sets which provide the basis for innovative reinterpretation
DGR Global provides initial seed funding and management support to secure these assets in subsidiaries and
develop these assets to more advanced funding stages. The Company has a pipeline of projects in daughter
companies at various stages of emergence. Further return from its holdings in LSE/TSX listed SolGold and
AIM/ASX listed Atlantic Lithium and ASX listed Clara Resources, New Peak Metals, Lakes Blue Energy and Armour
Energy and unlisted Auburn Resources, DGR Energy and Armour Energy International is expected over the
coming years.
The previous resource exploration and funding activities of DGR’s key personnel underscore the opportunities
provided by the DGR business model. DGR Global does not generally purchase its exploration projects. DGR’s
in house generative capabilities give the Company a strong competitive edge. DGR’s focus on provincial
tenement positions covering entire sedimentary basins or structural blocks where possible, delivers capital,
government, and major resource corporate attention. The Company maintains its cornerstone investor position
in subsidiaries that move to listing on a recognised stock exchange as illustrated in the following Figure 1.
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Figure 1: DGR Global created investments
Figure 1: DGR Global created investments
(at 30th June 2023)
(at 30th June 2023)
Corporate
Highlights for the Company during 2023 included:
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During the year limited field exploration and prospecting activities were undertaken. Significant
rainfall and flooding events in a number of DGR’s project/tenement areas during the period
affected planned field programmes. However, DGR and its related entities remained active and
continued to advance projects and plan exploration programmes within their respective portfolios as
reasonably permitted by the prevailing conditions.
The Company continues to focus on new project generation and value creation and also continues
to seek out new investment and development opportunities to drive the creation of new resource
companies.
DGR, through its interest in Armour Energy International Pty Ltd, holds an 83.18% (Armour Energy
16.82%) interest in a highly prospective oil project in the Kanywataba Block, Uganda1.
Supporting 39.34% owned, public, unlisted Auburn Resources Ltd capital raising preparations and
advancement towards potential ASX listing.
Supporting 16.07% owned Armour Energy Ltd (ASX:AJQ) by way of a $4.5M finance facility followed
by an additional facility of $7.0M2.
▪ Grant of the Turaco Petroleum Exploration Licence and renewal of the Kanywataba Petroleum
Exploration Licence by Uganda’s Minister of Petroleum was announced.
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HSEC for the group entities for which DGR acts as Operator, maintained a rolling 12-month TRIFR of
0.00 and recorded zero environmental incidents for the corresponding period, demonstrating DGR’s
continuous commitment to sustainable and safe operations.
Presentation at the recent Noosa Mining Conference by DGR Group Managing Director, Nick Mather.
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Investments in Listed Companies
SolGold plc (6.8%) – LSE/TSX: SOLG
www.solgold.com.au
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Focus on high-grade world-class copper gold porphyry systems at Cascabel in Ecuador. Cascabel is
proximate to Quito and seaports, is at low elevation, and has abundant water supplies and access to
hydropower.
Exploration activities continue at a number of SolGold’s wholly owned Mineral Concessions in
Ecuador, with ongoing strict COVID-19 protocols in place.
SolGold remains the dominant explorer in the country.
Announcement of the respective appointments of Mr. Scott Caldwell as CEO and Mr. Chris
Stackhouse as CFO.
▪ Completion of the previously announced plan of arrangement between SolGold and Cornerstone
Capital Resources Inc.
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SolGold released company updates, including updates in regard to Organisational Optimization and
Strategic Review.
An Investor Presentation by CEO, Mr. Scott Caldwell was made.
SolGold announced a 25-year term renewal for the Cascabel Project Concession after the end of
the reporting period.
Announcement of agreement with the Government of Ecuador on the terms and conditions in
preparation for execution of the Exploitation Agreement for the Cascabel Project.
Copies of all of SolGold’s market releases are available on the Company’s website: www.solgold.com.au
Armour Energy Limited (19.92%) – ASX: AJQ
www.armourenergy.com.au
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Broad portfolio of assets, including the producing Kincora Facility, substantial production assets in the
Surat Basin and the Newstead Gas storage facility.
Substantial and highly prospective exploration portfolio across Basins including PEP 169 In the onshore
Otway Basin and a substantive Cooper Basin portfolio.
Announcement of the appointment of Mr William Ovenden as a Board Advisor was announced.
A Heads of Agreement for gas supply to Australian Natural Diamonds Ltd, a wholly owned subsidiary
of Lucapa Diamond Company Ltd (ASX:LOM) was announced.
Announcement of a Master Sales Agreement with Shell Energy Australia, wholly owned subsidiary of
Shell Group, was released to the market.
Holds highly prospective whole basin oil and gas positions in Northern Territory and North-West Qld
covering 139,000 km2, and a track record of exploration success.
Launch of the Armour Investor Hub in partnership with Investor Hub was announced.
Announcement of the completion of the retail component of its fully underwritten Entitlement Offer.
Copies of all of Armour Energy’s market releases are available on the Company’s website:
www.armourenergy.com.au
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Atlantic Lithium Limited (2.77%) – LSE: ALL and OTC:ALLIF
www.atlanticlithium.com.au
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Atlantic’s focus remains on the Ewoyaa Lithium Project in Ghana. Atlantic continues to material progress
toward constructing and operating the project in parallel with strong demand for Lithium Concentrates
as the global economy shifts to a reduced carbon intensity.
Atlantic Lithium has released a number of project related announcements and exploration updates
during the quarter.
Announcement of the appointment of Mr Keith Muller as Chief Executive Officer (CEO) and Mr Len Kolff
as Head of Business Development and Chief Geologist.
Several Corporate Updates, Investor Presentations and Initial Infill Drilling results from the Ewoyaa Lithium
Project were released during the quarter.
Announcement of the appointment of Mr Keith Muller as a Director and Mr Patrick Brindle as a Non-
Executive Director to the Company’s Board of Directors.
Announcement of the resignation of Non-Executive Director, Mr Stuart Crow was made.
Release of the Definitive Feasibility Study (DFS) for the Ewoyaa Lithium Project was announced.
An Expression of Interest that was received from the Minerals Income Investment Fund of Ghana for
investment of up to US$30m was announced.
Several Corporate Updates, an Exploration and Drilling Update, Investor Presentations and an update on
the DFS were released during the quarter.
A response to the online report released by Blue Orca Capital in regard to A11’s partner, Piedmont
Lithium Inc. was issued.
It was announced that in the S&P DJI Quarterly Rebalance, A11 was added to the All Ordinaries Index of
the ASX.
The awarding of the processing plant Front-End Engineering Design ("FEED") contract for the Ewoyaa
Lithium Project to Primero Group, a wholly owned subsidiary of NRW Holdings (ASX:NRW), was
announced.
Announcement of the commencement of a 3,000m Infill Drilling Programme was made.
Retention of highly prospective hematite rich iron targets in Tchibanga and Belinga Sud licence areas in
Gabon (total tenure 5,400km2).
Atlantic Lithium has released a number of project related announcements and exploration updates
during, including several updates to the ongoing high-grade infill drilling results and a significant Mineral
Resource Estimate (MRE) upgrade at its Ewoyaa Lithium Project in Ghana.
Copies of all of Atlantic Lithium’s market releases are available on the Company’s website:
www.atlanticlithium.com.au
New Peak Metals Limited (8.17%) – ASX: NPM www.newpeak.com.au
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Focused on exploring for alternative world class gold deposits in multiple, diverse jurisdictions including
New Zealand, Argentina, Sweden, and Finland as well as other precious and base metals project
opportunities.
Announcement of an agreement to acquire an initial 25% of the issued capital of private UK based
lithium exploration company Southern Cross Britannia Ltd.
Various project updates were announced.
Copies of all of NewPeak Metals’ market releases are available on the company’s website:
www.newpeak.com.au
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Clara Resources Limited (12.73%) – ASX: C7A www.clararesources.com.au
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Focusing on a diverse commodity base including cobalt, nickel, and metallurgical coal.
Following on from the previous announcement of a binding agreement for the sale of the Granville
Project, a sale update and further extension of the dates for execution and settlement were
announced.
Results of the EGM held on 6 June and the presentation that was delivered at the EGM was released.
Announcement of a binding agreement for the sale of the Granville Project, a sale update and a
subsequent extension of the dates for execution and settlement were all released.
Successful $3.5M capital raising by way of placement to institutional, sophisticated and professional
investors was announced.
The results of the initial Options Study phase for coal processing at the Ashford Coking Coal Project
were released.
The findings of a Logistics Study for the trucking of coking coal from the proposed Ashford coking coal
mine were released, with further refinements to the Options Study announced after the end of the
quarter.
Announcement that an 8-hole drill programme has been designed was made.
Several company updates were released.
Copies of all of Clara’s market releases are available on the company’s website:
www.clararesources.com.au
Lakes Blue Energy NL (6.48%) – ASX: LKO
www.lakesblueenergy.com.au
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Focusing on realising the potential of the company’s diverse portfolio of projects to become a
producer of petroleum to meet Australian industry and household requirements, in both feedstock and
energy applications.
Release of an update on the Enterprise North and Nagwarry Projects was made.
Announcement of the farmout of South Australian acreage.
Announcement that Lakes Blue Energy NL (ASX:LKO) has executed a Technical Cooperation
Agreement with French Major, TotalEnergies.
Copies of all of Lakes Blue Energy’s market releases are available on the company’s website:
www.lakesblueenergy.com.au
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
EXPLORATION AND DEVELOPMENT OF UNLISTED SUBSIDIARIES AND PROJECTS
The group continued to remain active and continue to advance projects and plan exploration
programmes within their respective portfolios as reasonably permitted by prevailing conditions,
including weather, contractor availability and capital allocation. Each project area/tenement
has a specific exploration plan designed to be fit for purpose. Field exploration mapping and
exploration sampling and drilling programmes are planned for multiple project areas to progress
in a systematic manner with regard to available resources and specialist contractors as
applicable.
Auburn Resources Limited (39.37%) www.resources.com.au
Significant activities which occurred during the year included:
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Auburn Resources is focused on the discovery and development of copper, gold, nickel, cobalt and zinc
deposits in Eastern Queensland and the Northern Territory.
Large tonnage zinc, copper and gold focused company with ongoing development of a number of
projects, including 4 district scale flagship projects in QLD and the NT.
Key Iron Oxide Copper Gold (IOCG) and lead-zinc targets identified and secured in the Tanumbirini
district of the Northern Territory4.
Potential for major copper gold discoveries at Mt Abbott, Calgoa and Maro dian Projects5.
Exploration targets defined for zinc at the Ban Ban Project.
Under-explored areas of most endowed provinces with multiple Tier 1 targets.
Planning well advanced for proposed ASX listing in 2023/24, with opportunities for a proposed capital
raise to support systematic exploration and near-tern discovery being pursued.
Field exploration mapping and first phase sampling programmes planned for multiple project areas to
commence
Figure 2: Location map
of Auburn Resources
project portfolio by
commodity& deposit
type.
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Armour Uganda (83.18%)
Armour Uganda’s flagship project is’The Kanywataba Block’ which is hihly prospective for oil and gas. The
project covers approximately 344 km2 and is located in a rift basin within the Albertine Graben, within close
proximity to the Total and CNOOC operations in the North.
Within the block there are multiple developed (untested) on-trend structural traps (3-way and 4-way dip
closures) and multiple untested stratigraphic traps.
The Kingfisher oil discovery (40km NE of Kanywataba) oil seeps confirm local working petroleum system.
Force majeure conditions as a result of wet weather and the COVID-19 pandemic were lifted. Exploration
work recommenced with the 2D seismic survey to be undertaken with +100-line kilometres of infill 2D seismic
to refine prospectivity observed in the Kanywataba block.
Activities in the year and which are ongoing include:
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Reprocsing of existing 2D seismic data
▪ Geochemical surface soil gas sampling program
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122 line km infill 2D seismic programme
Basin Analysis study
Figure 3: Location of
Kanywataba Block in
Uganda
Pinnacle Gold Pty Ltd (94.34%)
Pinnacle Gold holds 6 Exploration Permits (EPMs) for gold, nickel, and antimony in North Queensland and 2
Mineral Exploration Licenses (ELs) for gold and copper in the Northern Territory. The Queensland EPMs include
substantial gold exploration tenements south of Charters Towers, Qld. Most of the area is soil covered, with
previous exploration efforts by earlier explorers confined to areas of outcrop and focused on mapping and
sampling known workings. Only two areas have been drilled.
To date there has been no wide ranging systematic geochemical survey undertaken, yet the area clearly lies
on potentially mineralising structures (Charters Towers – Black Jack – Mt Leyshon). Significant stream sediment
anomalisms may not all be due to the proximate small veins.
Pinnacle has reconsidered the exploration strategy for this mostly soil covered area, looking for large targets,
Pinnacle previously completed a field program of low gold detection limit soil lines on a grid pattern with infill
gridding of any elevated results. Historical initial shallow RC drilling on 2 of the EPMs returned mixed results,
warranting further exploration and drilling to better define drill targets. No on ground exploration activities were
undertaken in the reporting year.
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Pinnacle Gold has secured tenure that is
thought to be highly prospective for gold and
copper in the Northern Territory on the back of
a successful NAGS survey that identified a
number of anomalous areas within remote
parts of the Northern Territory and Queensland
received almost no historical
that have
exploration. Pinnacle Gold was one of the first
companies to secure tenure as a direct result
of the NAGS survey and as such have started
the pioneering phase into deeply covered
unexplored Australian prospective terrane
Figure 5: Pinnacle Gold EL Locations Northern Territory
Figure 4: EPM Locations Queensland
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Figure 6: NT stitched RTP magnetic image of the Tennant Creek region showing anomolous gold MMI
catchments and EL location
Coolgarra Minerals Pty Ltd (100%)
is
focussed on discovery
Coolgarra Minerals
and development of gold, antimony, nickel and
cobalt and holds
five granted EPMs to the
south of Greenvale, QLD and one EPM west of
Theodore in Central Queensland.
The southernmost permit covers substantial historic
gold workings at Janelle’s Hope and Wade’s with
the Northern tenement areas
immediately
adjacent to the south of the Sconi nickel-cobalt
project.
Initial exploration focused around several historical
in particular Wally's
small-scale mining areas,
the
Hope and Janelle's Hope Prospects
southern section of EPM 19270, and what
is
recorded as a long
(several kilometres) strata
bound gold occurrence in the northern section
now referred to as Wade's Prospect.
in
Figure 7: Coolgarra EPM Locations Queensland
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Figure 8: Soil Sample Grid on southern section of EPM 19270
Figure 8 above is a satellite image of the southern section of EPM 19270 showing the soil grid lines with a
macro view of the soil gold concentration contours at >25 ppb, > 50 ppb, and > 100 ppb.
Hartz Rare Earths Pty Ltd (100%)
Hartz Rare Earths (HRE) have applications for two Mineral Exploration Licenses (ELs) in the Northern Territory.
The project area is located approximately 855km south of Darwin and 420km north-west of Alice Springs.
The target is a uranium copper molybdenum anomalous area highlighted in the recent Geoscience Australia
survey. The geology and metal association indicate the potential for roll front uranium deposits within dry
stream channels on the margin of the Tanami Desert.
On grant of the exploration licenses, HRE is proposing to investigate this previously large unexplored target
specifically for uranium, copper, molybdenum and vanadium using a denser geochemical survey. Initially
this will involve further MMITM and conventional sampling, followed by traverses of shallow drilling.
Figure 9: Geoscience Australia MMITM stream sediment geochemistry map
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DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Figure 10: License application location map
Mineral Resources
Following a resource drilling programme that was announced to the ASX on 4 August 20147, the Shamrock
Tailings Dam contains a JORC 2012 compliant Mineral Resource of:
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Indicated: 770,000 tonnes @ 0.58 g/t Au for 450,000 grams (14,000 ounces) gold, and
Inferred: 770,000 tonnes @ 11 g/t Ag for 8,242,400 grams (265,000 ounces) silver
There has been no change to this Mineral Resource since that time.
Future Developments
DGR Global aims to hold its key positions in the listed resource companies that it has created as they mature
and develop. DGR has further unlisted subsidiaries that may progress to listing within the next 12–18 months,
subject to further exploration, development and market conditions.
Footnotes:
1AJQ ASX Release 14/9/17
2DGR ASX Release 9/8/21
3DGR:ASX Release 18/05/23
4DGR:ASX Release 16/03/23
5DGR ASX Release 20/5/19
6DGR ASX Releases 3/7, 5/7/17, 8/11/18
7DGR ASX Release 04/08/14
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DGR Global Limited
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DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Armour Convertible Notes
On 2 August 2023, the shareholders of Armour Energy Limited (ASX: AJQ) approved the issue of up to 21,000,000
of Armour Convertible Notes (on a post-consolidation basis) to DGR Global Limited (ASX:DGR or the Company).
On 23 August 2023, McArthur Oil and Gas Redeemable Exchangeable Notes (MOG Notes) (including accrued
interest) in the sum of $16,164,172, were converted into Armour Convertible Notes, and $835,828 of the non-
current loan due to DGR was also converted into Armour Convertible Notes on the same day. On 13 September
2023, Armour Convertible notes for $4,000,000 were issued to DGR in partial settlement of the non-current loan
advances, Corporate Bonds and other fees due to DGR by AJQ.
At 30 June 2023, DGR held 14,005,410 McArthur Oil and Gas Redeemable Exchangeable Notes (MOG Notes)
(refer note 13) and was owed $15,293,601 (including accrued interest and interest on redeemed notes shown
under receivables) under the terms of the MOG Notes. DGR was also owed an additional $5,989,701 by AJQ for
non-current loan advances, Corporate Bonds and other fees at 30 June 2023.
Ugandan Oil Exploration Projects
DGR Global Limited (ASX: DGR or the Company) and Armour Energy Limited (ASX: AJQ) established a new UK-
incorporated company Conjugate Energy Limited (Conjugate) on 17 February 2023, which will hold interests in
oil exploration projects in the Albertine Graben, Uganda. On 7 September 2023, the Company announced that
Conjugate intends to seek admission to a UK stock exchange and raise funds primarily to drill two exploration
wells or drill ready prospects with substantial resources of oil. Any admission will be subject to, inter alia,
compliance with the relevant regulatory requirements and accordingly, there can be no certainty that any
admission will occur or the timeframe in which it will occur.
Letter of support - Armour Energy Limited
DGR Global Limited (ASX: DGR or the Company) has provided a formal letter of financial support to Armour
Energy Limited (ASX: AJQ) to provide financial support for a period of up to 12 months of up to $17,000,000 to
enable AJQ to repay their debts as and when they fall due and payable, as well as settle certain loan
repayments that are currently due by AJQ and for repayment of the related principal which is due on 30
November 2023.
Loan
DGR Global Limited (ASX: DGR or the Company) has entered into a loan agreement with Equities First Holdings
LLC (EFH). EFH has agreed to advance £600,000 (GBP) to DGR. The loan is secured by 15,000,000 ordinary shares
held by DGR in SolGold plc. Although the title in the shares has been transferred to the lender, DGR has retained
substantially all the risks and rewards of ownership of the shares and will continue to recognise the investment in
the shares. The loan bears interest at 3.75% per annum and is repayable after 2 years.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly
affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial
years.
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DGR Global Limited
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DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Other than the matters discussed above, in the Chairman's Letter and Review of Operations, Mineral Resources
and Future Developments, no other information on likely developments in operations of the Group and the
expected results of operations have been included in this report because the directors believe it would be likely
to result in the unreasonable prejudice to the Group.
Environmental Regulation
The Group is subject to environmental regulation in relation to its exploration activities and its Mining Leases.
The Group has conducted an extensive review of the environmental status of the Mining Leases and has
estimated the potential costs for future rehabilitation and restoration to be $1,476,516. There are no matters
that have arisen in relation to environmental issues up to the date of this report.
Environmental Management
The group manages its environmental commitments and responsibilities for its mining leases (ML’s) under a Plan
of Operations that was approved by the Department of Environment and Science in January 2020. This Plan
had a notional expiry in December 2022; however, rehabilitation and site management operations continue
under this plan during the transition to a Progressive Closure and Rehabilitation Plan (PCRP) which is scheduled
to be submitted to the Department of Environment and Science for review and approval in April 2024.
The group manages its environmental commitments and responsibilities for its Exploration permits (EPM’s) under
the specific requirements for the Environmental Authority that is issued for each tenement and under the
requirements of the Environmental Protection Act (EPA) and under the principles of the general duty of care.
Material Business Risks
General
Disruption to international trade and travel, and likely global economic contraction as a result of government
and private sector reactions to the COVID-19 pandemic and the Russia/Ukraine conflict).
Climate Change, Force Majeure, Covid-19 Pandemic
The performance of the company will continue to be influenced by the various external conditions both,
domestically and internationally, that directly and indirectly impact the various commodities that form the
company’s (and its subsidiaries') focus for exploration and mining. In addition, the company’s ability to
continue operating also has a degree of dependence on the health of the capital markets (both debt and
equity) which the company may need to access in order to fund potential future operations. While these
markets are always influenced by the general conditions in the broader economy, the COVID-19 Pandemic
has had a materially adverse effect on and continues to have some residual effect on these markets.
There is also some continued uncertainty as to the future impact of the COVID-19 Pandemic including relation
to government action, work stoppages, lockdowns, quarantines, travel restrictions and the impact on the
Australian commodities.
Significant weather events, especially flooding rain and tropical cyclones directly impact land and tenement
access and the ability to undertake field exploration work, as well as the additional risk of plant, equipment
and infrastructure damage and/or loss.
Operational Risks
Continued successful operations of the company and its subsidiaries will largely depend on the efficient and
successful implementation of its exploration, business development and commercial management. The
operations of the company and its subsidiaries may be disrupted by a variety of events, risks and hazards that
are beyond the control of the company.
Exploration has been and will continue to be influenced on occasions by unforeseen material and labour cost
changes, environmental considerations, extreme weather events, and other events including but not limited to
any future effects of the COVID-19 Pandemic, kinetic conflict, supply chain disruptions, economic sanctions
and an increasing nationalistic approach to global trade and other macro-economic considerations.
18
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
CLIMATE CHANGE RISK
The Group does not consider that it currently has a material exposure to the risks associated with Climate
Change. Accordingly, the Group does not consider it necessary to reflect any impact associated with
Climate Change risks (eg. impairments, provisions) in its financial statements for the year ended 30 June 2023.
The Group considers the following matters to be relevant to this conclusion:
i.
ii.
iii.
iv.
v.
vi.
the Group’s activities are predominantly focussed on the discovery and definition phase of natural
resource projects. The Group is not yet in a mine planning, development, construction or operational
phase. Accordingly, having a predominantly greenfields exploration focus means that the Group
currently has no significant man-made infrastructure that would be subject to the potential physical risks
associated with Climate Change. Furthermore, the Group has a minimal carbon footprint and negligible
emissions;
the Group’s mothballed “Shamrock” mine site in South East Queensland has been the subject of
continued rehabilitation, and the historical tailings storage facility is actively managed (under active
supervision conditions) to mitigate the risks associated with overspill into surrounding natural waterways
as a result of seasonal and potential extreme rainfall and weather events.
the Group is not currently aware of any pending or proposed Climate Change related regulatory or
legislative changes that would materially impact it or its assets at this time;
the Group’s oil project in Uganda is still only at the preliminary exploration stage. The next stage of
exploration will include the acquisition and interpretation of seismic data, and a decision on drilling a
preliminary well. Both before and after the drilling of a preliminary well, the Group can decide to
relinquish the project on the basis of prospectivity and economic outlook;
the balance of the Group’s exploration interests are predominantly focussed on minerals that are not
expected to be impacted by the various categories of risk associated with Climate Change. These
minerals include copper, nickel, gold and zinc;
other than as outlined above, the Group considers that it currently has limited exposure to the
technological market and reputational risks associated with Climate Change.
19
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
INFORMATION ON DIRECTORS
Name:
Title:
Qualifications:
Experience And Expertise:
Peter Wright
Non-Executive Chairman
BCom, BEcon
Peter Wright is a partner at Bizzell Capital Partners (BCP), a Brisbane
based Corporate Advisory and Funds Management Firm. Peter has
over 20 years experience working primarily in asset transactions,
corporate advisory assignments, research & primary market
transactions.
Other Current Directorships:
Former Directorships (Last 3 Yrs):
Special Responsibilities:
Interests In Shares:
Interests In Options:
Greenwing Resources Limited (formerly Bass Metals Limited) (since 2
September 2016)
Laneway Resources Limited (since 31 October 2017)
None
Chairman
Nil
Nil
Name:
Title:
Qualifications:
Experience And Expertise:
Other Current Directorships:
Former Directorships (Last 3 Yrs):
Special Responsibilities:
Interests In Shares:
Interests In Options:
Nicholas Mather
Executive Director
BSc (Hons,Geol), MAusIMM
Nick Mather has 30 years of experience in exploration and resource
company management. His career has taken him to a variety of
countries exploring for precious and base metals and fossil fuels. He
has focused his attention on the identification of and investment in
large resource exploration projects. Nick was Managing Director of
Bemax Resources NL and instrumental in the discovery of the world-
class Gingko mineral sand deposit in the Murray Basin in 1998. As an
Executive Director of Arrow Energy NL, Nick drove the acquisition and
business development of Arrow’s large Surat Basin Coal Bed
Methane project in South East Queensland. He was Managing
Director of Auralia Resources NL, a junior gold explorer before its $23
million merger with Ross Mining NL in 1995. He was also a Non-
Executive Director of Ballarat Goldfields NL, having assisted that
company in its re-emergence as a significant emerging gold
producer.
Armour Energy Limited (since 18 December 2009)
Lakes Blue Energy NL (formerly Lakes Oil NL) (since 7 February 2012)
Clara Resources Australia Limited (formerly Aus Tin Mining Limited)
(since 21 October 2010) NewPeak Metals Limited (formerly Dark
Horse Resources Limited) (since 22 January 2003) SolGold plc,
which is dual-listed on the London Stock Exchange and the Toronto
Stock Exchange (since 11 May 2005)
Atlantic Lithium Limited (formerly IronRidge Resources Limited), which is
listed on the London Stock
Exchange (AIM) (from 5 September 2007 to 28 June 2021)
Managing Director and Chief Executive Officer
170,530,128
11,683,684
20
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Name:
Title:
Qualifications:
Experience and Expertise:
Other Current Directorships:
Former Directorships (Last 3 Yrs):
Special Responsibilities:
Interests In Shares:
Interests In Options:
Name:
Title:
Qualifications:
Experience And Expertise:
Brian Moller
Non-Executive Director
LLB (Hons)
Brian Moller is a corporate partner in the Brisbane based law firm
HopgoodGanim. He was admitted as a solicitor in 1981 and has been a
partner since 1983. He practices almost exclusively in the corporate area
with an emphasis on capital raising, mergers and acquisitions. Brian holds
an LLB Hons from the University of Queensland and is a member of the
Australian Mining and Petroleum Law Association. Brian acts for many
public listed resource and industrial companies and brings a wealth of
experience and expertise to the board particularly in the corporate
regulatory and governance areas.
Clara Resources Limited (formerly Aus Tin Mining Limited) (since 21
October 2010) Platina Resources Limited (since 30 January 2007)
NewPeak Metals Limited (formerly Dark Horse Resources Limited) (since
22 January 2003) Tempest Minerals Limited –
formerly Lithium
Consolidated Mineral Exploration Limited (since 13 October 2016)
SolGold plc, which is dual-listed on the London Stock Exchange and the
Toronto Stock Exchange (from 11 May 2005 to 15 December 2021)
Member of the Audit & Risk Committee and Remuneration Committee
9,933,170
432,448
Ben Hassell (appointed 16 March 2023)
Non-Executive Director
B Acc, CA
Ben Hassell has worked over a broad cross-section of industries,
including listed and non-listed companies. He also has extensive
experience working with private discretionary trusts, SMSFs and
Private Ancillary Funds. Importantly, Ben has worked at all levels -
operational, management and executive level - and has an excellent
understanding of business at all phases of its development. Ben also
has extensive experience in Debt and Equity Funding, Stakeholder
Management and Regulatory Compliance. Ben’s special areas of
expertise are financial modelling, forecasting/projecting and risk
mitigation. Currently, Ben holds the position of Group General
Manager of the Samuel Group of Companies, a Brisbane based
Investment and Consultancy Group directing and managing a
diverse portfolio including cattle stations, listed mineral resource
companies, rural and residential Real Estate and philanthropic
services associated with DGR CEO, Nicholas Mather
Other Current Directorships:
Former Directorships (Last 3 Yrs):
Special Responsibilities:
Interests In Shares:
Change In Options:
None
None
None
Nil
Nil
'Other current directorships' quoted above are current directorships for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities
only and excludes directorships of all other types of entities, unless otherwise stated.
21
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Company Secretary
Geoffrey Walker is a Chartered Accountant with over 30 years of commercial experience including as Chief
Financial Officer of ASX-listed entities. Geoff also acts as the Company Secretary for ASX-listed Armour Energy
Limited.
MEETINGS OF DIRECTORS
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held
during the year ended 30 June 2023, and the number of meetings attended by each director were
Full
Board
Audit and Risk Management
Committee
Remuneration Committee
Attended
Peter Wright
Nicholas
Mather
Brian Moller
Ben Hassell
8
8
8
2
Held
Attended
Held
Attended
Held
8
8
8
2
2
-
2
-
2
2
2
-
-
-
-
-
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
The Remuneration Committee did not meet during the year. In view of the current size of the Board, the Board
considers it more effective to set aside time at Board meetings, where an independent director assumes the
role of chair to specifically address the matters that would have been ordinarily attended to by the
Remuneration Committee. The Board operates in accordance with the formal Remuneration Committee
Charter, which has been adopted by the Board and is available from the Corporate Governance section of
the Company’s website.
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the Group, in
accordance with the requirements of the Corporations Act 2001 and its Regulations
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Company, directly or indirectly, including all directors
The remuneration report is set out under the following main headings:
▪
▪
▪
▪
▪
Principles used to determine the nature and amount of remuneration
Details of remuneration
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to Determine the Nature and Amount of Remuneration
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the
Company must attract, motivate and retain highly skilled Directors and Executives.
The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and
reviewing compensation arrangements for the Directors and the Executive team. The Remuneration and
Nomination Committee assesses the appropriateness of the nature and amount of remuneration of such
officers on a periodic basis by reference to relevant employment market conditions with the overall objective
of ensuring maximum stakeholder benefit from the retention of a high-quality Board and Executive team. Such
officers are given the opportunity to receive their base remuneration in a variety of forms including cash and
fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without
creating undue cost for the Company. Further details on the remuneration of Directors and Executives are set
out in this Remuneration Report
22
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
The Company aims to reward the Executive Director and Senior Management with a level and mix of
remuneration commensurate with their position and responsibilities within the Company. The Board’s policy is
to align Director and Executive objectives with shareholder and business objectives by providing a fixed
remuneration component and offering long-term incentives.
In accordance with best practice corporate governance, the structure of Non-Executive Director and
Executive Director and Senior Management remuneration is separate and distinct.
Non-Executive Directors Remuneration
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 which is acceptable to shareholders. The
Company’s specific policy for determining the nature and amount of remuneration of Board members of the
Company is as follows.
The Constitution of the Company provides that the Non-Executive Directors are entitled to remuneration as
determined by the Company in general meeting to be apportioned among them in such manner as the
Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by
the Company is $350,000 per annum. Additionally, Non-Executive Directors are entitled to be reimbursed for
properly incurred expenses.
If a Non-Executive Director performs extra services, which in the opinion of the Directors are outside the scope
of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum
determined by the Directors in addition to or instead of the remuneration referred to above. However, no
payment can be made if the effect would be to exceed the maximum aggregate amount payable to Non-
Executive Directors. A Non-Executive Director is entitled to be paid travelling and other expenses properly
incurred by them in attending Director's or general meetings of the Company or otherwise in connection with
the business of the Company.
Directors may have the opportunity to qualify for participation in the Company's option plan, subject to
corporate governance considerations and the approval of shareholders.
The remuneration of Non-Executive Directors for the year ended 30 June 2023 is detailed in this Remuneration
Report.
Executive Director and Senior Management Remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The Company aims to reward the Executive Director and Senior Management with a level and mix of
remuneration commensurate with their position and responsibilities within the Company and so as to:
▪
▪
▪
▪
Reward Executives for company and individual performance against targets set by reference to
appropriate benchmarks;
Align the interests of Executives with those of shareholders;
Link reward with the strategic goals and performance of the Company; and
Ensure total remuneration is competitive by market standards
The remuneration of the Executive Director and Senior Management may from time to time be fixed by the
Board. The remuneration will comprise a fixed remuneration component and also may include offering specific
short and long-term incentives, in the form of:
▪
Performance based salary increases and/or bonuses; and/or The issue of options.
During 2023 discretionary bonuses amounting to $25,000 were paid to Key Management Personnel (2022:
$76,500). There were no performance- based salary increases or options issued that were performance-related.
Directors may have the opportunity to qualify for participation in the Company's Option Plan, subject to
corporate governance considerations and the approval of shareholders. All employees have the opportunity to
qualify for participation in the DGR Global Employee Share Option Plan.
23
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
The remuneration of the Executive Director and Senior Management for the
year ended 30 June 2023 is detailed in this Remuneration Report.
Consolidated Entity Performance and Link to Remuneration
The Company and its subsidiaries’ principal activity is the generation of projects, and the provision of services
and support provided to sponsored listed companies, within the mineral resources industry and accordingly
only generates revenues for services and support provided and historically has generated losses
During the year ended 30 June 2023, the market price of the Company’s ordinary shares ranged from a low of
$0.033 to a high of $0.067
As the Company is still in the generation of projects and exploration stage, the link between remuneration,
company performance and shareholder wealth is tenuous. Share prices are subject to the influence of metals
prices and market sentiment toward the sector, and as such increases or decreases may occur quite
independent of Executive performance or remuneration
Use of Remuneration Consultants
The company did not engage remuneration consultants to prepare a formal remuneration report during the
financial year ended 30 June 2023
Voting and Comments made at the Company's 30 November 2022 Annual General Meeting ('AGM')
At the 30 November 2022 AGM, 86.65% of the votes received supported the adoption of the remuneration
report for the year ended 30 June 2022. The Company did not receive any specific feedback at the AGM
regarding its remuneration practices
Details of Remuneration
Amounts Of Remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of DGR Global Limited:
▪ Geoffrey Walker - - Company Secretary and Chief Financial Officer
▪
▪
▪
▪
Peter Wright - Non-Executive Chairman
Nicholas Mather – Executive Director
Brian Moller – Non-Executive Director
Ben Hassell – Non-Executive Director
And the following persons:
▪ Geoffrey Walker – Company Secretary and Chief Financial Officer
24
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
Remuneration Details
Short-term benefits
Post-
employmen
t benefits
2023
Cash salary
Cash
Non-cash
Super-
Long-term
benefits
Long
service
Share-
based
payments
Equity-
Termination
and fees
bonus
and other* annuation
leave
settled
benefits
Total
$
$
$
$
$
$
$
$
Non-Executive
Directors:
Peter Wright
Brian Moller
Ben Hassell(1)
Executive
Directors:
Nicholas
Mather(2)
Other Key
Management
Personnel:
Geoffrey
Walker
100,000
25,000
70,000
13,227
397,194
230,000
810,421
-
-
-
-
25,000
19,726
19,726
5,636
-
-
1,389
19,726
-
19,726
84,540
23,792
25,181
-
-
-
-
-
-
-
-
-
-
-
-
- 144,726
- 89,726
- 20,252
- 416,920
- 273,518
- 945,142
*
Non-cash and other short term benefits include provision of a car park and/or an allocation of the Company’s
Directors and Officers insurance premium.
(1) Ben Hassell was appointed a Director on 16 March 2023.
(2)
Included in Nick Mather's remuneration is backpay of $60,905 relating to Australian Consumer Price Index (CPI)
changes to Nick's base fee, that had not previously been accounted for.
Short-term benefits
Post-
employme
nt benefits
2022
Cash salary
Cash
Non-cash
Super-
Long-term
benefits
Long
service
Share-
based
payments
Equity-
Terminati
on
and fees
bonus
and other* annuation
leave
settled
benefits
Total
$
$
$
$
$
$
$
$
Non-Executive
Directors:
Brian Moller
Peter Wright
Executive
Directors:
Nicholas Mather
Other Key
Management
Personnel:
Karl Schlobohm(1)
(2)
Peter Burge(3)
Geoff Walker(1)
66,666
91,666
-
45,000
30,457
30,457
300,000
20,000
30,457
220,389
172,030
138,885
-
-
8,306
8,307
11,500
11,629
-
-
-
-
12,225
13,588
-
-
-
-
-
-
-
-
-
-
-
97,123
- 167,123
- 350,457
- 228,695
- 241,643 434,205
-
- 175,602
989,636
76,500
119,613
25,813
-
-
241,643 1,453,205
25
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
*
Non-cash and other short term benefits include provision of a car park and/or an allocation of the Company’s
Directors and Officers insurance premium.
(1) Karl Schlobohm resigned as Company Secretary and Interim Chief Financial Officer on 31 January 2022.
Geoffrey Walker commenced employment with the Company on 24 November 2021, and was appointed
Company Secretary and Chief Financial Officer on 31 January 2022. The amounts shown above for Geoff,
include Geoff's remuneration prior to his appointment as Chief Financial Officer and Company Secretary on
31 January 2022.
(2) Karl Schlobohm agreed to be paid a further $120,000 per annum to act as the Company’s Interim CFO (as well
as for Auburn Resources Ltd, Aus Tin Mining Ltd and NewPeak Metals Ltd).
(3) Peter Burge resigned on 31 December 2021.
Performance Income as a Portion of Total Remuneration
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Peter Wright
Brian Moller
Ben Hassell
Executive Directors:
Nicholas Mather
Other Key Management
Personnel:
Geoffrey Walker
Peter Burge
Karl Schlobohm
Fixed remuneration
2022
2023
At risk - STI
At risk - LTI
2023
2022
2023
2022
83%
100%
100%
73%
100%
-
100%
94%
100%
-
-
93%
100%
100%
17%
-
-
-
-
-
-
27%
-
-
6%
7%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The proportion of the cash bonus paid/payable or forfeited is as follows:
Name
Non-Executive Directors:
Peter Wright
Executive Directors:
Nicholas Mather
Other Key Management Personnel:
Geoffrey Walker
Service Agreements
Cash bonus paid/payable
2022
2023
Cash bonus forfeited
2022
2023
100%
100%
-
-
100%
100%
-
-
-
-
-
-
It is the Board’s policy that employment agreements or service contracts are entered into with all
Executive Directors, Executives and employees. Contracts do not provide
compensation values or method of payment. Rather the amount of compensation is determined by the
Board in accordance with the remuneration policy set out above.
for pre-determining
The current employment agreement with the Managing Director has a notice period of three (3) months. All
other Executive employment agreements have between 1 and 3 months’ notice periods. No current
employment contracts containearly termination clauses. The terms of appointment for Non-Executive
Directors are set out in letters of appointment.
Certain Key Management Personnel are entitled to their statutory entitlements of accrued annual leave and
long service leave together with any superannuation on termination. No other termination payments are
payable.
26
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Managing Director
DGR Global Limited has an agreement with Samuel Capital Pty Ltd, an entity associated with Nicholas
Mather, for the provision of certain consultancy services by Nicholas Mather. The agreement was last
updated on 1 July 2015. Samuel Capital Pty Ltd will provide Nicholas Mather as the Managing Director of
DGR Global Limited for a base fee of $250,000 per annum. Effective 1 March 2017 the Managing Director’s
base fee was increased to $300,000 per annum and adjusted subsequently for changes in CPI. The Managing
Director's adjusted base fee for the 30 June 2023 financial year was $336,289. There is no fixed term specified
in this agreement.
Under the terms of the present contract:
▪
▪
▪
▪
Both DGR Global Limited and Samuel Capital Pty Ltd are entitled to terminate the contract upon giving
three (3) months written notice (6 months where triggered by a change of control);
DGR Global Limited is entitled to terminate the agreement upon the happening of various events in respect
of Samuel Capital Pty Ltd’s solvency or other conduct or if Nicholas Mather ceases to be a Director of DGR
Global Limited;
The contract provides for a six-monthly review of performance by DGR Global Limited. The Company
currently has not set any specific KPIs; and
The contract provides for the provision of a car park.
There is no termination payment provided for in the Executive Service Contract with Samuel Capital Pty Ltd,
other than the agreed notice periods.
Senior Management
The base salary of senior management are as follows:
Position
Company Secretary and Chief Financial Officer
Base Salary
$230,000
Employment contracts entered into with senior management contain the following key terms:
Event
Duration
Performance based salary increases and/or bonuses
Short and long-term incentives, such as options
Resignation / notice period
Serious misconduct
Company Policy
Non-specific
Board discretion
Board discretion
1 - 3 months
Company may terminate at
any time
y
Payouts upon resignation or termination, outside industrial regulations
(i.e. ‘golden handshakes’)
None
Share-Based Compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during
the year ended 30 June 2023.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2023.
There were no options over ordinary shares granted to or vested by directors and other key management
personnel as part of compensation during the year ended 30 June 2023.
27
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued)
Additional Information
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end (cents)
Basic earnings per share (cents per share)
2023
3.7
(0.9)
2022
5.7
(0.9)
2021
6.2
(0.1)
2020
5.3
(0.9)
2019
10.5
(0.7)
Additional Disclosures Relating to Key Management Personnel
Shareholding
The number of shares in the Company and controlled subsidiaries held during the financial year by each director
and other member of the key management personnel of the Group, including their personally related parties is
set out below:
DGR Global Limited
Ordinary shares
Directors
Peter Wright
Nicholas Mather
Brian Moller
Ben Hassell
Other Key Management Personnel
Geoffrey Walker
Balance at
Received
Received on
Balance at
the start of
the year
as part of
remuneration
exercise of Net change
the end of
options
other*
the year
-
170,530,128
9,933,170
-
100,000
180,563,298
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
170,530,128
9,933,170
-
100,000
100,000
200,000
180,663,298
*Includes the net balance of securities acquired or sold on market or pursuant to capital raisings during the year
and/or the balance held on appointment/resignation.
Auburn Resources Limited
Ordinary shares
Directors
Peter Wright
Nicholas Mather
Brian Moller
Ben Hassell
Other Key Management Personnel
Geoffrey Walker
Balance at
the start of
the year
Received
as part of
remuneration
Received on
exercise of
options
Net change
other*
Balance
at the
end of
the year
-
-
33,334
-
-
33,334
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,334
-
-
-
33,334
*Includes the net balance of securities acquired or sold on market or pursuant to capital raisings during the
year and/or the balance held on appointment/resignation
28
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
Pinnacle Gold Pty Limited
Balance
at the start
of the year
Received
as part of
remuneration
Received on
exercise
of options
Net change
other*
Balance at
end of the
the year
Ordinary shares
Directors
Peter Wright
Nicholas Mather
Brian Moller
Ben Hassell
Other KMP
Geoffrey Walker
-
200,000
-
-
200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
-
-
200,000
*Includes the balance of shares held on appointment/resignation, and shares acquired and sold for cash in
on-market transactions.
Option Holdings
The number of options over ordinary shares in the Company held during the financial year (including options
issued as part of capital raisings) by each director and other members of key management personnel of the
Group, including their personally related parties, is set out below:
DGR Global Ltd
Options Over Ordinary Shares
Balance at
the start of
the year
Granted as
remuneration
Exercised
Expired/
forfeited/
net change
other*
Balance at the
end of the year
Directors
Peter Wright
Nicholas Mather
Brian Moller
Ben Hassell
Other KMP
Geoffrey Walker
-
11,683,684
432,448
-
12,116,132
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,683,684
432,448
-
12,116,132
*Includes the balance of options held on appointment/resignation, and options expired during the period
Auburn Resources Limited
There were no options over ordinary shares in Auburn Resources Limited held during the financial year by
Directors or key management personnel.
Pinnacle Gold Pty Ltd
There were no options over ordinary shares in Pinnacle Gold Pty Ltd held during the financial year by Directors
or key management personnel.
Loans to Key Management Personnel and Their Related Parties: There were no loans made, guaranteed or
secured to directors and key management personnel by the entity or any of its controlled entities.
29
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
Other Transactions with Key Management Personnel and their Related Parties: Mr Brian Moller (a Director), is a
partner in the firm HopgoodGanim Lawyers. HopgoodGanim Lawyers were paid $145,191 (2022: $57,132) for the
provision of legal services to the Group during the year. The services were based on normal commercial terms
and conditions. At 30 June 2023 there was a balance of $14,064 owing (2022 : $1,581) included within current
liabilities
DGR Global Limited has a commercial agreement with Samuel Capital Pty Limited, an entity controlled by Nick
Mather (Managing Director), for the provision of administrative and marketing services. Samuel Capital Pty
Limited was paid $111,756 (2022: $28,071) for the provision of administrative and marketing services to the Group
during the year. The services were based on normal commercial terms and conditions. At 30 June 2023 there
was a balance of $41,585 owing (2022 : $29,700) included within current liabilities.
THIS CONCLUDES THE REMUNERATION REPORT, WHICH HAS BEEN AUDITED
SHARES UNDER OPTION Unissued ordinary shares of DGR Global Limited under option at the date of this report
are as follows:
Grant Date
22 October 2020
4 November 2021
8 February 2021
7 July 2021
Expiry date
25 September 2023
25 September 2023
25 September 2023
25 September 2023
Exercise price
Number
under option
$0.120
$0.120
$0.120
$0.120
12,346,688
89,093,375
35,975,007
27,634,616
165,049,686
At the date of this report, there is no unissued ordinary shares of Auburn Resources Limited or Pinnacle Gold Pty
Ltd under option.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any
share issue of the Company or of any other body corporate
SHARES ISSUED ON THE EXERCISE OF OPTION There were no ordinary shares of DGR Global Limited issued on the
exercise of options during the year ended 30 June 2023 and up to the date of this report (2022: 10,422,443).
INDEMNITY AND INSURANCE OF OFFICERS The Company has indemnified the directors and executives of the
Company for costs incurred, in their capacity as a director or executive, for which they may be held personally
liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and
executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium
INDEMNITY AND INSURANCE OF AUDITOR The Company has not, during or since the end of the financial year,
indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability
incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor
of the Company or any related entity
PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the
Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any
proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings
NON-AUDIT SERVICES There were no non-audit services provided during the financial year by the auditor.
OFFICERS OF THE COMPANY WHO ARE FORMER DIRECTORS OF BDO AUDIT PTY LIMITED There are no officers of
the Company who are former directors of BDO Audit Pty Limited.
AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor's independence declaration as required
under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
AUDITOR BDO Audit Pty Limited continues in office in accordance with section 327 of the Corporations Act
2001
30
DGR Global Limited
dgrglobal.com.au
DIRECTORS’ REPORT | for Year ended 30 June 2023 (continued).
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the directors
___________________________
Nicholas Mather
MANAGING DIRECTOR | DGR GLOBAL
29 September 2023
31
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
DECLARATION OF INDEPENDENCE BY T J KENDALL TO THE DIRECTORS OF DGR GLOBAL LIMITED
As lead auditor of DGR Global Limited for the year ended 30 June 2023, I declare that, to the best
of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit. This
declaration is in respect of DGR Global Limited and the entities it controlled during the year.
T J Kendall
Director
BDO Audit Pty Ltd
Brisbane, 29 September 2023
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities
which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by
guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO International Ltd, a UK
company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
32
DGR Global Limited
dgrglobal.com.au
FINANCIAL
REPORT
DGR Global Limited
dgrglobal.com.au
FINANCIAL REPORT
For the year ended 30 June 2023
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of DGR Global Limited
Shareholder information
GENERAL INFORMATION
35
36
37
38
39
82
83
89
The financial statements cover DGR Global Limited as a Group consisting of DGR Global Limited and
the entities it controlled at the end of, or during, the year. The financial statements are presented in
Australian dollars, which is DGR Global Limited's functional and presentation currency.
DGR Global Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is:
Level 27
111 Eagle Street
Brisbane Q 4000
A description of the nature of the Group's operations and its principal activities are included in the
Directors' Report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on
29 September 2023. The directors have the power to amend and reissue the financial statements.
34
DGR Global Limited
dgrglobal.com.au
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME | For the year ended 30 June 2023
Revenue
Share of losses of associates accounted for using the equity
method
Other income
Interest income
Reversal of impairment/(impairment) - investment in associate
Reversal of impairment - corporate bond investments
Movement in fair value of options
Movement in fair value of convertible note receivable
Expenses
Administration and consulting expenses
Depreciation expense
Employee benefits expense
Exploration and evaluation assets written off
Impairment - trade receivables
Legal expenses
Rehabilitation expense
Finance costs
Total Expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Fair value gain on the revaluation of equity instruments at fair value
through other comprehensive income
Tax effect of net fair value gains on equity instruments
Share of other comprehensive income of associates
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Loss for the year is attributable to:
Non-controlling interest
Owners of DGR Global Limited
Total comprehensive income for the year is attributable to:
Non-controlling interest
Owners of DGR Global Limited
Basic earnings per share
Diluted earnings per share
Consolidated
2023
$
2022
$
Note
4
456,323
761,141
12
(4,314,949)
(2,033,652)
5
6
12
13
13
13
14
15
10
19
7
8
21
21
21
760,372
2,211,795
580,370
538,681
2,627,173
(6,286,099)
147,064
168,666
-
132,439
(1,581,006)
1,896,231
(1,850,555)
(442,608)
(1,795,515)
(443,902)
(1,662,595)
(229,372)
(2,271,154)
(160,839)
(40,101)
(205,380)
(6,862,604)
(6,555,832)
(1,887,523)
(24,750)
-
(160,697)
-
(205,528)
(4,517,915)
(8,760,138)
(2,992,087)
(9,547,919)
(409,426)
(9,169,564)
(47,624,232) 17,180,156
17,273,217 (1,791,497)
234,257
(30,393,015) 15,622,916
(39,940,934) 6,453,352
(42,000)
(24,366)
(9,523,553)
(9,547,919)
(29,054)
(9,140,510)
(9,169,564)
(24,366)
(39,916,568)
(39,940,934)
Cents
(0.9)
(0.9)
(29,054)
6,482,406
6,453,352
Cents
(0.9)
(0.9)
35
35
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
35
DGR Global Limited
dgrglobal.com.au
STATEMENT OF FINANCIAL POSITION | For the year ended 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
Non-current assets
Trade and other receivables
Investments accounted for using the equity method
Other assets
Property, plant and equipment
Exploration and evaluation
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Income tax
Total current liabilities
Non-current liabilities Borrowings
Lease liabilities
Deferred tax
Provisions
Total Non-Current Liabilities
Total Liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to the owners of DGR Global Limited
Non-controlling interest
Total equity
Consolidated
Notes
2023
$
2022
$
9
10
11
10
12
13
14
15
2,432,190
824,242
72,505
3,328,937
2,620,828
2,941,072
2,576,198
2,203,082
856,871
5,636,151
-
2,248,258
93,820,301
153,300,038
883,668
21,869,379
1,306,081
17,505,637
122,135,248
174,360,014
125,464,185
179,996,165
16
18
8
17
18
8
19
1,483,685
1,523,012
568,859
485,417
2,207,498
-
4,260,042
2,008,429
3,302,380
3,116,862
50,696
619,555
7,582,630
24,071,258
1,478,982
1,449,672
12,414,688 29,257,347
16,674,730 31,265,776
108,789,455 148,730,389
20
21
57,932,187
57,932,187
93,055,797 123,448,812
(45,402,693) (35,879,140)
105,585,291 145,501,859
3,228,530
3,204,164
108,789,455 148,730,389
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
36
DGR Global Limited
dgrglobal.com.au
STATEMENT OF CHANGES IN EQUITY | For the year ended 30 June 2023
Consolidated
Issued
capital
$
Prepaid
capital
$
Balance at 1 July 2021
54,174,709
1,500,000
Loss after income tax expense
for the year
Other comprehensive income
for the year, net of tax
-
-
Total comprehensive income
for the year
Transactions with owners in their capacity as owners:
-
-
-
-
Accumulated
losses
Non-
controlling
interest
Total equity
$
$
$
(26,738,630)
2,325,800 139,250,659
Reserves
$
107,988,780
-
(9,140,510)
(29,054)
(9,169,564)
15,622,916
-
-
15,622,916
15,622,916
(9,140,510)
(29,054)
6,453,352
Contributions of equity, net of
transaction costs (note 20)
Share-based payments (note
36)
Shares issued to non-
controlling interest in Auburn
Resources Ltd
Change in interest in
controlled entity
Acquisition of subsidiary -
Armour Energy International
Ltd (note 31)
3,757,478
(1,500,000)
-
-
-
-
-
-
-
-
-
84,361
-
(247,245)
-
-
-
-
-
-
-
-
2,257,478
84,361
261,538
261,538
247,245
-
423,001
423,001
Balance at 30 June 2022
57,932,187
-
123,448,812
(35,879,140)
3,228,530 148,730,389
Consolidated
Issued
capital
$
Prepaid
capital
$
Accumulated
Non-
controlling
Reserves
losses
interest
Total equity
$
$
$
$
Balance at 1 July 2022
57,932,187
-
123,448,812
(35,879,140)
3,228,530 148,730,389
Loss after income tax
expense for the year
Other comprehensive
income for the year, net of
tax
Total comprehensive income
for the year
-
-
-
Balance at 30 June 2023
57,932,187
-
-
-
-
-
(9,523,553)
(24,366)
(9,547,919)
(30,393,015)
-
-
(30,393,015)
(30,393,015)
(9,523,553)
(24,366) (39,940,934)
93,055,797
(45,402,693)
3,204,164 108,789,455
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
37
DGR Global Limited
dgrglobal.com.au
STATEMENT OF CASH FLOWS | For the year ended 30 June 2023
Cash Flows from Operating Activities
Receipts in the course of operations (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Interest received
Government grants received
Interest and other finance costs paid
Notes
Consolidated
2023
$
210,695
(3,749,741)
137,804
2022
$
1,048,307
(4,282,314)
374,737
-
193,440
(205,380)
(205,528)
Net Cash used in Operating Activities
34
(3,606,622)
(2,871,358)
Cash flows from investing activities
Payments for asset acquisition - net of cash acquired
Payments for other financial assets
Payments for investments in associates
Payments for property, plant and equipment
Payments for exploration and evaluation assets
Payments for security deposits
Payment of share subscription deposit
Loan advanced to associate
Proceeds from sale of corporate bonds and release of security deposits
-
14,558
(12,009,502)
-
(20,195)
(4,593,114)
(58,841)
-
(2,000,000)
637,000
(5,630,699)
(1,974,500)
(28,688)
(2,549,109)
(339,050)
(810,000)
(620,828)
1,042,000
Proceeds from the sale of other financial assets
Loans advanced to subsidiary prior to acquisition of the subsidiary
13
21,992,683
-
11,146,246
(2,053,994)
Net Cash From/(used in) Investing Activities
3,948,031
(1,804,064)
Cash Flows from Financing Activities
Proceeds from issue of shares
Proceeds from the issue of shares in subsidiaries to non-controlling
interests
Proceeds from borrowings
Payment of principal portion of lease liabilities
Share issue transaction costs
Net Cash from/(used in) Financing Activities
34
34
-
-
-
(485,417)
-
2,354,706
261,538
3,116,862
(414,213)
(16,971)
(485,417)
5,301,922
Net increase/(decrease) in cash and cash equivalents
(144,008)
626,500
Cash and cash equivalents at the beginning of the financial year
2,576,198
1,949,698
Cash and Cash Equivalents at the end of the Financial Year
9
2,432,190
2,576,198
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
38
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS|For the year ended 30 June 23
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES: The principal accounting policies adopted in
the preparation of the financial statements are set out either in the respective notes or below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or Amended Accounting Standards and Interpretations Adopted: The Group has adopted all of the
new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards
Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted. The adoption of these new or amended Accounting Standards and Interpretations did not
have a material impact to the financial statements.
Basis of Preparation: These general purpose financial statements have been prepared in accordance with
Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board
('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial
statements also comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board ('IASB').
Historical Cost Convention: The financial statements have been prepared under the historical cost
convention, except for the following:
▪
▪
Financial assets carried at fair value through other comprehensive income – refer note 13;
Investment in convertible notes carried at fair value through profit or loss – refer note 13.
Critical Accounting Estimates: The preparation of the financial statements requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Parent Entity Information: In accordance with the Corporations Act 2001, these financial statements present
the results of the Group only. Supplementary information about the parent entity is disclosed in note 30.
Principles of Gonsolidation: The consolidated financial statements incorporate the assets and liabilities of all
subsidiaries of DGR Global Limited ('Company' or 'parent entity') as at 30 June 2023 and the results of all
subsidiaries for the year then ended. DGR Global Limited and its subsidiaries together are referred to in these
financial statements as the 'Group'.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-consolidated from the
date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the
impairment of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling
interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of
profit or loss and other comprehensive income, statement of financial position and statement of changes
in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even
if that results in a deficit balance.
39
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and
non-controlling interest in the subsidiary together with any cumulative translation differences recognised in
equity. The Group recognises the fair value of the consideration received and the fair value of any
investment retained together with any gain or loss in profit or loss.
Current and Non-Current Classification: Assets and liabilities are presented in the statement of financial
position based on current and non-current classification
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be
realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted
from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other
assets are classified as non-current.
A liability is classified as current when: it is either 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 12 months after the reporting
period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after
the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Associates: Associates are entities over which the Group has significant influence but not control or joint
control. Investments in associates are accounted for using the equity method. Under the equity method,
the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements
in equity is recognised in other comprehensive income. Investments in associates are carried in the
statement of financial position at cost plus post-acquisition changes in the Group's share of net assets of the
associate. Goodwill relating to the associate is included in the carrying amount of the investment and is
neither amortised nor individually tested for impairment. Dividends received or receivable from associates
reduce the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including
any unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
The Group discontinues the use of the equity method upon the loss of significant influence over the associate
and recognises any retained investment at its fair value. Any difference between the associate's carrying
amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Investments and Other Financial Assets: Investments and other financial assets are initially measured at fair
value. Transaction costs are included as part of the initial measurement, except for financial assets at fair
value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value
depending on their classification. Classification is determined based on both the business model within
which such assets are held and the contractual cash flow characteristics of the financial asset unless an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is
no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial Assets at Amortised Cost: A financial asset is measured at amortised only if both of the
following conditions are met (i) it is held within a business model whose objective is to hold assets in
order to collect contractual cash flows and (ii)the contractual terms of the financial asset represent
contractual cash flows that are solely payments of principal and interest.
Financial Assets at Fair Value through Profit or Loss: Financial assets at fair value through profit or loss
are financial assets held for trading. A financial asset is classified in this category if acquired principally for
the purpose of selling in the short term. Derivatives are classified as held for trading unless they are
designed as hedges. Assets in this category are classified as current assets. These assets are measured at
fair value with gains or losses recognised in the profit or loss.
40
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Convertible note receivables are held at fair value through profit or loss as the convertible feature does
not meet the requirements of being held to collect sole payment of principal and interest and therefore
cannot be carried at amortised cost or at fair value through other comprehensive income. the coupon
rate received periodically over the term of the notes is classified as part of the fair value gain or loss in
other income.
Financial Assets at Fair Value through other Comprehensive Income: Equity investments are classified as
being at fair value through Other Comprehensive Income. After initial recognition at fair value (being
cost), the Company has elected to present in Other Comprehensive Income changes in the fair value of
equity instrument investments. Unrealised gains and losses on investments are recognised in the financial
assets revaluation reserve until the investment is sold or otherwise disposed of, at which time the
cumulative gain or loss is transferred to retained earnings.
is determined based on current bid prices for all quoted
Fair Value: Fair value
investments.
Valuation techniques are applied to determine the fair value of all other financial assets and
liabilities, where appropriate, including recent arm’s length transactions, reference to similar instruments
and option pricing models.
subsequently measures all equity
to present
The Company
the
Company’s management has elected
losses on equity
in other comprehensive income, there is no subsequent reclassification of fair value gains
investments
and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss
as other revenue when the Company’s right to receive payments is established (see note 12) and as long
as they represent a return on investment. Changes in the fair value of financial assets at fair value through
profit or loss are recognised in other income or other expenses in the statement of profit or loss and other
comprehensive income as applicable.
investments at
fair value gains and
fair value. Where
Impairment of Financial Assets: The Group recognises a loss allowance for expected credit losses on
financial assets which are either measured at amortised cost or fair value through other comprehensive
income. The measurement of the loss allowance depends upon the Group's assessment at the end of
each reporting period as to whether the financial instrument's credit risk has increased significantly since
initial recognition, based on reasonable and supportable information that is available, without undue
cost or effort to obtain. Financial assets designated at fair value through OCI (equity instruments) are not
subject to impairment assessment.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-
month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime
expected credit losses that is attributable to a default event that is possible within the next 12 months.
Where a financial asset has become credit impaired or where it is determined that credit risk has
increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The
amount of expected credit loss recognised is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the instrument discounted at the original effective
interest rate. For financial assets mandatorily measured at fair value through other comprehensive
income, the loss allowance is recognised in other comprehensive income with a corresponding
expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with
a corresponding expense through profit or loss.
Impairment of Non-Financial Assets: Non-financial assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-
in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount
rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have
independent cash flows are grouped together to form a cash-generating unit.
Finance Costs: Finance costs attributable to qualifying assets are capitalised as part of the asset. All other
finance costs are expensed in the period in which they are incurred.
41
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Goods and Services Tax ('GST') and Other Similar Taxes: Revenues, expenses and assets are recognised
net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In
this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the tax authority is included in other receivbles or other
payables in the statement of financial position. Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or financing activities which are recoverable from or
payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are
disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet Mandatory or Early Adopted: Australian Accounting
Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2023. The
Group has not yet assessed the impact of these new or amended Accounting Standards and
Interpretation.
NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:
the
that affect
reported amounts
The preparation of the financial statements requires management to make judgements, estimates and
statements. Management
assumptions
continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities,
revenue and expenses. Management bases its judgements, estimates and assumptions on historical
experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates
will seldom equal the related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to
the respective notes) within the next financial year are discussed below.
financial
the
in
Key Judgements – Share Based Payment Transactions: The Group measures the cost of equity-settled
transactions with employees by reference to the fair value of the equity instruments at the date at which
they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking
into account the terms and conditions upon which the instruments were granted. The accounting
estimates and assumptions relating to equity-settled share-based payments would have no impact on
the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit
or loss and equity. Refer to note 36 for further details.
Key Judgements – Corporate Bonds: The Armour Energy corporate bonds are debt instruments measured
at amortised cost for financial reporting purposes. The Group’s intention is to hold these corporate bonds
to collect the contractual cash flows. The characteristics of the contractual cash flows are that of solely
the principal and interest. Refer to note 13 for further details
Key Judgements – Exploration & Evaluation Assets: The Group performs regular reviews on each area of
interest to determine the appropriateness of continuing to carry forward costs in relation to that area of
interest. These reviews are based on detailed surveys and analysis of drilling results performed to reporting
date. The Directors have assessed that for the exploration and evaluation assets recognised at 30 June
2023, the facts and circumstances do not suggest that the carrying amount of an asset may exceed its
recoverable amount. In considering this the Directors have had regard to the facts and circumstances
that indicate a need for an impairment as noted in Accounting Standard AASB 6 Exploration for and
Evaluation of Mineral Resources Exploration and evaluation assets at 30 June 2023 were $21,869,379 (2022:
$17,505,637).
Key Judgements – Significant Influence over Associates: Where the Group currently holds between 20%
and 50% of the issued ordinary shares of certain companies management considered whether the Group
has control over these companies and accordingly whether these companies should be consolidated into
the Group. Several factors
large
shareholders, composition of the Board and the
limited to the relative proportion of other
to direct decisions arrived at during
including but not
ability
Board meetings were considered. Based on the factors considered, it was concluded that the
Group does not control these companies but rather has the ability to exert significant influence.
Accordingly, the Group’s investments in these companies have been accounted for under the equity
accounting method.
42
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued)
Where the Group holds less than 20% of the issued ordinary shares of certain companies it was presumed
pursuant to AASB 128 Investments in Associates and Joint Ventures, that the Group cannot exercise
significant influence unless such influence can be clearly demonstrated. In determining whether the Group
had significant influence, factors such as representation on the board of directors, participation in policy
making decision, material transactions between the Group and the companies, interchange of managerial
personnel or provision of essential technical information is considered. Other factors considered to
determine whether the Group had significant influence included, the Group’s voting power in comparison
to other shareholders, specific rights, corporate governance arrangements and the power to veto
significant financial and operating decisions.
The Group’s investment in Armour Energy Limited at 30 June 2023 and 30 June 2022 was 19.92% and 18.37%
respectively. As a result, management evaluated whether significant influence existed. The Group is the
largest shareholder in Armour Energy Limited by a significant percentage. This results in the Group’s voting
power being much larger than any other shareholder of Armour Energy Limited, giving it the ability to exert
significant influence. Additionally, judgement is exercised in determining whether impairments can be
reversed.
With respect to the Group’s investment in Atlantic Lithium Limited, SolGold plc, Clara Resources Limited and
NewPeak Metals Limited management concluded based on its professional judgment that there was no
clearly demonstrable evidence that indicated that the Group had significant influence.
Key judgements - Recognition of investment in Atlantic Lithium Limited: Shares held by the Group in Atlantic
Lithium Limited have been used as security for a loan advanced to DGR Global Limited (refer to note 13).
Title to 12,000,000 ordinary shares in Atlantic Lithium Limited, representing 71.1% of the total number of shares
owned by DGR at 30 June 2023, has been transferred to the lender in terms of a Deed of Security. Although
title in the shares has been transferred to the lender, the Directors have assessed that DGR has retained
substantially all the risks and rewards of ownership of the shares and continues to recognise the investment
in the shares.
Working Capital Deficiency: Notwithstanding the deficiency in working capital, the financial report has
been prepared on a going concern basis for the following reasons:
▪
Non-current assets include $75,681,695 of investments in listed equity instruments, that may be
liquidated in on-market transactions to fund working capital as required.
NOTE 3. OPERATING SEGMENTS:
Identification of Reportable Operating Segments The Group has identified its operating segments based on
the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in
assessing performance and determining the allocation of resources.
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Group’s other components. An operating segment’s operating results are reviewed regularly by the chief
operating decision maker to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
The Group reports information to the Board of Directors along company lines. That is, the financial position of
DGR and each of its subsidiary companies is reported discreetly, together with an aggregated Group total.
Accordingly, each company within the Group that meets or exceeds the relevant threshold tests is separately
disclosed below. The financial information of the subsidiaries that do not exceed the relevant thresholds
outlined above, and are therefore not reported separately, is aggregated and disclosed as Others
Intersegment Transactions: Corporate charges are allocated to segments based on the segments’ overall
proportion of overhead expenditure within the Group. The Board of Directors believes this is representative of
likely consumption of head office expenditure that should be used in assessing segment performance and
cost recoveries.
43
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Operating Segment Information
Intersegment Receivables, Payables and Loans: Intersegment loans are initially recognised at the
consideration received. Intersegment loans receivable and loans payable that earn or incur non-market
interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on
consolidation.
Consolidated - 2023
Revenue
Auburn
DGR Global Resources International
$
$
$
Armour
Energy
Other
$
Total
$
Provision of services to external customers
456,323
Interest revenue
Total Revenue
2,211,795
2,668,118
-
-
-
-
-
-
-
-
-
456,323
2,211,795
2,668,118
Segment Net Loss Before Tax
Share of losses of associates
(4,474,524)
-
(61,866)
-
(291,046)
-
Impairment of investment in associate
-
-
-
(40,620)
(4,314,949)
2,627,173
(4,868,056)
(4,314,949)
2,627,173
Loss Before Income Tax Expense
(4,474,524)
(61,866)
(291,046)
(1,728,396)
(6,555,832)
Income tax expense
Loss After Income Tax Expense
Assets
Segment assets
Intersegment eliminations
Total Assets
Total assets includes:
(2,992,087)
(9,547,919)
119,567,167 5,231,735
9,959,061
2,155,531 136,913,494
(11,449,309)
125,464,185
Investments in associates
2,941,072
-
-
-
2,941,072
Acquisition of non-current assets
1,085,291
620,702
2,180,479
726,837
4,613,309
Liabilities
Segment liabilities
Intersegment eliminations
Total liabilities
16,095,446 1,066,478
7,793,433
3,168,682 28,124,039
(11,449,309)
16,674,730
44
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Consolidated - 2022
Revenue
Provision of services to external
customers
Interest revenue
Total Revenue
Auburn
Armour
Energy
DGR Global
Resources
International
Other
$
$
$
$
Total
$
761,141
538,681
1,299,822
-
-
-
-
-
-
-
-
761,141
538,681
- 1,299,822
Segment Net Loss Before Tax
Share of losses of associates
Impairment of investment in associate
(314,600)
(30,470)
(58,135)
-
-
-
-
-
-
Loss Before Income Tax Expense
(314,600)
(30,470)
(58,135)
(37,182)
(440,387)
(2,033,652) (2,033,652)
(6,286,099) (6,286,099)
(8,356,933) (8,760,138)
(409,426)
(9,169,564)
Income tax expense
Loss After Income Tax Expense
Assets
Segment assets
Intersegment eliminations
Total Assets
Total Assets Includes:
173,952,619
4,644,172
7,869,131
1,454,646 187,920,568
(7,924,403)
179,996,165
Investments in associates
2,248,258
-
-
-
2,248,258
Acquisition of non-current assets
1,065,758
1,162,007
1,775,517
167,549
4,170,831
Liabilities
Segment liabilities
Intersegment eliminations
Total Liabilities
30,933,495
417,050
5,412,457
2,427,177 39,190,179
(7,924,403)
31,265,776
Accounting Policy for Operating Segments
Operating segments are presented using the 'management approach', where the information presented is
on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The
CODM is responsible for the allocation of resources to operating segments and assessing their performance.
NOTE 4. REVENUE
Consolidated
2023
2022
$
$
Management fees - related parties
456,323
761,141
Disaggregation of revenue is not presented as all revenue for the current and prior years was derived from
the provision of management fees.
45
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Accounting policy for revenue recognition: The Group generates revenue from the provision of
management services to related entities. Revenue from contracts with customers is recognised when control
of the services is transferred to a customer at an amount that reflects the consideration to which the Group
expects to be entitled to receive in exchange for those services
Services The Group’s performance obligation on management fees charged to related entities are fulfilled
over time as the Group provides those management services. Revenues are recognised over time, which
are invoiced monthly based on contractual terms.
All revenue is stated net of the amount of goods and services tax (GST).
NOTE 5. OTHER INCOME
Government grants - including JobKeeper and Cashflow boost
Foreign currency related (losses)/gains
Capital raising and selling fees
Other - including wages recharges to other companies
Other income
Consolidated
2023
$
-
(151,334)
736,660
175,046
2022
$
193,440
316,567
-
70,363
760,372
580,370
Government Grants: Government grants are recognized 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 recognized as income on a systematic basis over the periods that the related costs, for which it is
intended to compensate, are expensed.
Interest: Interest revence is recognized as interest accures using the effective interest method. This is a
method of calculating the amortised cost of a financial asset and allocating the interest income ovr 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.
Capital Raising and Selling Fees: Capital raising and selling fees represent fees received by the Company in
connection with raising capital for other entites and the placement of convertible notes. The fees are
recognized as income on completion of the respective trannsactions.
NOTE 6. INTEREST INCOME
Interest on convertible notes
Interest on corporate bonds
Interest on loans to associate
Bank interest
Other interest income
Consolidated
2023
$
1,957,266
175,016
75,000
3,403
1,110
2022
$
316,360
220,179
-
2,123
19
2,211,795
538,681
Accounting Policy for Interest Income: Interest revenue is recognised as interest 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.
46
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 7. EXPENSES
Loss before income tax includes the following specific expenses:
Finance Costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Finance costs expensed
Superannuation Expense
Consolidated
2023
$
2022
$
107,716
59,086
97,664
146,442
205,380
205,528
Defined contribution superannuation expense
102,238
86,527
NOTE 8. INCOME TAX
Income tax expense
Current tax
Deferred tax
Aggregate Income Tax Expense
Numerical Reconciliation of Income Tax Expense and Tax at the Statutory Rate
Loss before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable
income:
Capital gain
Other
Prior period adjustments
Derecognise tax losses
Impact of tax rate change
Income tax expense
v
Consolidated
2023
2022
$
$
2,207,498
-
784,589
409,426
2,992,087
409,426
(6,555,832) (8,760,138)
(1,966,750) (2,628,041)
5,017,129
(730)
3,078,001
(6,621)
3,049,649
(9,128)
(48,434)
-
443,339
(11,335)
59,307
(81,885)
2,992,087
409,426
41 47
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Deferred Tax
Opening
balance
Net credited
to income
Net credited
to other
comprehensi
ve income
Net
credited to
equity
Closing
balance
$
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,340,023
886,506
234,042
154,889
33,827
3,649,287
(9,666,768)
183,845
1,390,092
(2,963,631)
(115,841)
(59,614)
-
(11,231,917)
(7,582,630)
30 June 2023
Deferred Tax Asset
Carried forward tax losses
3,900,648
(1,560,625)
Accruals/provisions
Capital raising costs expensed
Lease liabilities
Other temporary differences
Deferred Tax Liability
Financial assets at fair value through
other comprehensive income
Convertible note
Investment in associates
301,764
584,742
361,513
(127,471)
276,243
(121,354)
-
33,827
4,840,168
(1,190,881)
-
-
-
-
-
-
(20,607,104)
-
10,940,336
(172,140)
355,985
-
(5,364,733)
421,944
6,332,881
Exploration and evaluation assets
(2,472,469)
(491,162)
Right of use assets
Property, plant and equipment
Unrealised foreign exchange gains
(222,772)
106,931
(59,614)
(12,594)
-
12,594
-
-
-
-
Net deferred tax recognised
(24,071,258)
(784,589)
17,273,217
(28,911,426)
406,292
17,273,217
48
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
30 June 2022
Deferred tax asset
Carried forward tax losses
Accruals/provisions
Capital raising costs expensed
Lease liabilities
Opening
balance
$
Net charged
to income
$
Net charged
to other
comprehensi
ve income
$
Net credited
to equity
$
Closing
balance
$
5,152,369
268,317
497,648
379,796
6,298,130
(1,251,721)
33,447
(140,239)
(103,553)
(1,462,066)
-
-
-
-
-
-
-
4,104
-
3,900,648
301,764
361,513
276,243
4,104
4,840,168
Deferred tax liability
Financial assets at fair value through
other comprehensive income
Convertible note
(21,118,464)
377,194
-
(549,334)
511,360
-
Investment in associates
(5,141,814)
2,079,938
(2,302,857)
Exploration and evaluation assets
Right of use assets
Property, plant and equipment
Unrealised foreign exchange gains
(1,900,646)
(329,702)
(59,137)
-
(571,823)
106,930
(477)
(12,594)
-
-
-
-
(28,172,569)
1,052,640
(1,791,497)
-
-
-
-
-
-
-
-
(20,607,104)
(172,140)
(5,364,733)
(2,472,469)
(222,772)
(59,614)
(12,594)
(28,911,426)
Net deferred tax recognised
(21,874,439)
(409,426)
(1,791,497)
4,104
(24,071,258)
Deferred Tax Assets Not Recognised
Unrecognised tax losses
Unrecognised capital losses
Tax benefit at 25% (2022: 25%)
Consolidated
2023
$
2022
$
1,925,903
2,087,351
67,848
67,848
1,993,751
2,155,199
498,438
538,800
In order to recoup carried forward losses in future periods, either the Continuity of Ownership Test (COT) or
Same Business Test must be passed. The majority of losses are carried forward at 30 June 2023 under COT.
Deferred tax assets which have not been recognised as an asset, will only be obtained if:
(i)
the Company derives future assessable income of a nature and of an amount sufficient to enable the
losses to be realised;
(ii)
the Company continues to comply with the conditions for deductibility imposed by the law; and
(iii) no changes in tax legislation adversely affect the Company in realising the losses.
49
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued)
Provision for income tax
Provision for income tax
Consolidated
2023
$
2,207,498
2022
$
-
Accounting Policy for Income Tax The income tax expense or benefit for the period is the tax payable on that
period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the
changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the
adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be
applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
▪ When the deferred income tax asset or liability arises from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business combination and that, at the time of the
transaction, affects neither the accounting nor taxable profits; or
▪ When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting
date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future
taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred
tax assets are recognised to the extent that it is probable that there are future taxable profits available to
recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax
assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to
the same taxable authority on either the same taxable entity or different taxable entities which intend to
settle simultaneously.
DGR Global Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated
group under the tax consolidation regime. The Company is responsible for recognising the current tax assets
and liabilities and deferred tax assets attributable to tax losses for the tax consolidation group. The tax
consolidated group have entered a tax funding agreement whereby each company in the tax consolidation
group contributes to the income tax payable in proportion to their contribution to the net profit before tax of
the tax consolidation group
NOTE 9. CASH AND CASH EQUIVALENTS
Current Assets
Cash at bank and in hand
Consolidated
2023
$
2022
$
2,432,190
2,576,198
50
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Accounting Policy for Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
NOTE 10. TRADE AND OTHER RECEIVABLES
Current Assets
Trade receivables
Less: Allowance for expected credit losses
Loan to Associate
Other receivables
GST receivable
Non-Current Assets
Loan to associate
Consolidated
2023
$
2022
$
2,604,675
(2,488,026)
116,649
1,263,182
(216,872)
1,046,310
-
673,548
34,045
620,828
433,781
102,163
824,242
2,203,082
2,620,828
-
3,445,070
2,203,082
Allowance for Expected Credit Losses: The ageing of the trade receivables and allowance for expected
credit losses provided for are as follows:
Consolidated
Not past due
Past due 30-60 days
Past due >60 days
Total
Carrying amount
Allowance for
expected credit losses
2023
2022
2023
$
118,756
41,973
2,443,946
$
105,702
43,644
1,113,836
$
84,097
2022
$
-
41,973
-
2,361,956 216,872
2,604,675
1,263,182
2,488,026 216,872
As at 30 June 2023, included in trade are three significant debtors accounting for 95% (2022: four significant
debtors accounting for 93%) of the total trade receivables
Movements in the allowance for expected credit losses are as follows:
Opening balance
Additional provisions recognised
Closing Balance
Consolidated
2023
$
2022
$
216,872 216,872
2,271,154
-
2,488,026 216,872
47 51
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Accounting Policy for Trade and Other Receivables:Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using the effective interest method, less any allowance for
expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
NOTE 11. OTHER ASSETS
Current Assets
Prepayments
Prepaid capital - Lakes Blue Energy NL
Consolidated
2023
$
2022
$
72,505
-
72,505
46,871
810,000
856,871
NOTE 12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Non-current assets
Investment in Armour Energy Limited
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current
and previous financial year are set out below:
Opening carrying amount
Loss after income tax
Other comprehensive income
Additions - conversion of McArthur Oil & Gas Ltd notes into shares in Armour Energy
Ltd (note 13)
Additions - shares acquired
Reversal of impairment/(impairment)
Closing Carrying Amount
Consolidated
2023
$
2022
$
2,941,072 2,248,258
2,248,258 6,434,252
(4,314,949) (2,033,652)
(42,000)
234,257
2,422,590
-
-
3,899,500
2,627,173 (6,286,099)
2,941,072 2,248,258
The share price of Armour Energy Limited at 30 June 2023 was $0.003 (2022: $0.006) before adjustment for the
share consolidation on 8 August 2023. The investment in Armour Energy Limited has been written down to the
lower of fair value, less costs to sell or the eqity-accounted value based on level 1 fair value hierarchy.
Interests in associates: Interests in associates are accounted for using the equity method of accounting.
Information relating to associates that are material to the Group are set out below:
Name
Armour Energy Limited
Principal place of business /
Country of incorporation
Australia
Ownership interest
2023
2022
%
19.92%
%
18.37%
52
DGR Global Limited
dgrglobal.com.au
NOTES THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued)
Summarised Financial Information
Armour
Energy Ownershi
p interest
%
Current
assets
$
Non-current
assets
$
Current
liabilities
$
Non-current
liabilities
$
Revenue
$
Profit/
(loss) before tax
$
Other
Comprehevsive
income
$
30 June
2023
30 June
2022
19.92%
6,451,678 100,962,682
50,331,462
15,171,944
14,972,945
(21,660,815)
(210,837)
18.37%
11,943,412
96,093,400
34,734,189
21,484,353
17,984,564
(11,180,392)
1,101,491
Reconciliation of the share of net assets to the carrying amount of the Group’s investment in associates
Share of net assets
Goodwill
Net impairment
Closing carrying amount
NOTE 13. OTHER FINANCIAL ASSETS
Consolidated
2023
$
2022
$
8,348,662
9,537,337
16,560,554
17,306,238
(21,968,144)
(24,595,317)
2,941,072
2,248,258
2023
$
Consolidated
2022
$
Non-current assets
Financial assets at fair value through other comprehensive income (a)
75,681,695
Financial assets at fair value through profit or loss (b)
Corporate bonds (c)
Security bonds (d)
14,986,540
1,014,836
2,137,230
142,524,263
7,192,614
1,504,772
2,078,389
93,820,301
153,300,038
53
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
(a) Financial Assets at Fair Value through Other Comprehensive Income
Opening balance
Additions
Additions – transfer from prepaid capital (note 11)
Disposals
Consolidated
2023
$
2022
$
142,524,263
135,859,654
1,964,347
630,699
810,000
-
(21,992,683)
(11,146,246)
Fair value adjustment through other comprehensive income (note 21)
(47,624,232)
17,180,156
Closing Balance
75,681,695
142,524,263
Financial assets at fair value through other comprehensive income comprise an investment in the ordinary
issued capital of SolGold plc, listed on the London Stock Exchange (“LSE”) and Toronto Stock Exchange
(“TSX”), an investment in the ordinary issued capital of Atlantic Lithium Limited (formerly IronRidge Resources
Limited), listed on the LSE, an investment in the ordinary issued capital of Canadian Nexus Team Ventures
Corp (formerly Block X Capital Corp.), listed on the TSX, an investment in the ordinary issued capital of Clara
Resources Australia Limited (formerly Aus Tin Mining Limited) a company listed on the Australian Securities
Exchange, an investment in the ordinary issued capital of Lakes Blue Energy NL (formerly Lakes Oil NL) a
company listed on the Australian Securities Exchange, an investment in the ordinary issued capital of
NewPeak Metals Ltd a company listed on the Australian Securities Exchange, and an investment in the
ordinary issued capital of Challenger Energy Group plc, listed on the London Stock Exchange ("LSE").
Shares held in Atlantic Lithium Limited have been used as security for a loan advanced to DGR Global
Limited (refer note 17). Title to 12,000,000 ordinary shares in Atlantic Lithium Limited, representing 71.1% of
the total number of shares owned by DGR at 30 June 2023, has been transferred to the lender in terms of a
Deed of Security. Although title in the shares has been transferred to the lender, DGR has retained
substantially all the risks and rewards of ownership of the shares and continues to recognise the investment
in the shares. At 30 June 2023, the 12,000,000 ordinary shares used as security for the loan had a fair value
of $5,722,590.
Classification of financial assets at fair value through other comprehensive income. For equity securities that
are not held for trading, the Group has made an irrevocable election at initial recognition to recognise
changes in fair value through other comprehensive income rather than profit or loss.
54
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
(b) Financial Assets at Fair Value through Profit or Loss
Opening Balance
Consolidated
2023
$
2022
$
7,192,614
-
Additions - Lakes Blue Energy NL - convertible notes in lieu of interest
228,903
163,944
Additions - McArthur Oil & Gas Ltd - redeemable exchangeable notes
11,428,000
5,000,000
Interest - McArthur Oil & Gas Ltd - redeemable exchangeable notes
Conversion of McArthur Oil & Gas Ltd redeemable exchangeable notes into
shares in Armour Energy Ltd (note 12)
Conversion of Lakes Blue Energy NL convertible notes into shares in Lakes Blue
Energy NL
Fair value adjustment through profit or loss - convertible notes and redeemable
exchangeable notes
1,962,964
(2,422,590)
(1,382,845)
-
-
-
(1,581,006)
1,896,231
Fair value adjustment through profit or loss - Armour Energy Ltd options
-
132,439
Interest on redeemed notes transferred to other receivables
(439,500)
-
Closing Balance
Comprising the following financial assets:
Lakes Blue Energy NL convertible notes(i)
McArthur Oil & Gas Ltd redeemable exchangeable notes(ii)
Armour Energy Ltd options
14,986,540
7,192,614
-
1,968,331
14,854,101
5,091,844
132,439
132,439
14,986,540
7,192,614
(i) Lakes Blue Energy NL DGR Global Limited invested $1 million into Lakes Blue Energy NL (formerly Lakes Oil
NL) Convertible Notes priced at $0.0009 each, with a coupon rate of 15% per annum, and convertible into
fully-paid ordinary shares on a 1:1 basis. The Convertible Note issue was combined with a royalty
arrangement such that for every $1 million invested, the investee was entitled to a 2% royalty on future gas
sales from certain Lakes Oil tenements (pro rata for less or more than $1 million). All notes were converted
into ordinary shares in Lakes Blue Energy NL during the 2023 financial year
(ii) McArthur Oil and Gas Ltd At 30 June 2023, DGR had invested in redeemable exchangeable notes in
McArthur Oil and Gas Ltd (MOG) with a face value of $14,005,410 (2022: $5,000,000). The notes have a
coupon rate of 15% per annum, accrued and capitalised monthly from the issue date. MOG is a wholly
owned subsidiary of Armour Energy Ltd (Armour) (an associate of DGR).
(c) Corporate Bonds at Amortised Cost
Opening balance
Reversal of impairment
Repayment
Closing balance
Consolidated
2023
$
2022
$
1,504,772
2,064,106
147,064
168,666
(637,000)
(728,000)
1,014,836
1,504,772
55
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
On 29 March 2019, post the redemption of the Armour Energy convertible notes, the Company applied for
a $10,000,000 investment in the new secured and amortising notes (New Notes) in Armour Energy Limited.
The offer was managed by FIIG Securities Limited and the key terms of the New Notes are as follows:
▪
Issue Price: $1,000
▪
▪
Interest Rate: 8.75%
Interest Payments: Interest paid quarterly in arrears
▪▪▪ Term: 5 years
●
Security: The New Notes are secured over all of the assets of the Armour Energy Limited
(d) Security Bonds at Amortised Cost Security bonds are held with the Department of Natural Resources
and Mining as security for rehabilitation works required and the lease of office premises.
(e) Fair Value Refer to note 24 for fair value disclosures;
NOTE 14. PROPERTY, PLANT AND EQUIPMENT
Consolidated
2023
$
2022
$
345,000
345,000
98,115
(43,971)
54,144
90,166
(41,613)
48,553
363,061
(361,933)
1,128
363,061
(360,059)
3,002
2,443,532
(2,443,532)
2,443,532
(2,443,532)
-
-
114,414
111,771
(110,953)
(110,113)
3,461
1,658
234,999
(218,428)
16,571
225,396
(208,614)
16,782
2,174,250
(1,710,886)
2,174,250
(1,283,164)
463,364
891,086
883,668
1,306,081
Non-Current Assets
Land - at cost
Buildings - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
Site infrastructure - at cost
Less: Accumulated depreciation
Fixtures and fittings - at cost
Less: Accumulated depreciation
Computers and office equipment - at cost
Less: Accumulated depreciation
Right of use asset - property lease
Less: Accumulated depreciation
56
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Reconciliations: Reconciliations of the written down values at the beginning and end of the current and
previous financial year are set out below:
Consolidated
Land
Buildings
$
Balance at 1 July 2021
345,000
Additions
Depreciation expense
-
-
$
39,704
10,932
Plant and
equipment
Fixtures
and
fittings
Compute
rs and
office
equipme
nt
Right-of-
use asset
-
property
lease
$
$
$
$
Total
$
5,556
487
-
2,868
10,797 1,318,807 1,720,351
29,632
15,832
-
(2,083)
(2,554)
(1,697)
(9,847) (427,721)
(443,902)
Balance at 30 June 2022
Additions
Depreciation expense
345,000
-
-
48,553
7,949
3,002
-
1,658
2,643
(2,358)
(1,874)
(840)
16,782
891,086 1,306,081
9,603
20,195
(9,814) (427,722) (442,608)
-
Balance at 30 June 2023
345,000
54,144
1,128
3,461
16,571
463,364
883,668
Accounting Policy for Property, Plant and Equipment: Plant and equipment is stated at historical cost less
accumulated depreciation and impairment. Historical cost includes expenditure that is directly
attributable to the acquisition of the items
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant
and equipment (excluding land) over their expected useful lives as follows:
Buildings
Plant and equipment
Computers and office equipment
Furniture and fittings
Motor vehicles
Right-of-use asset - property lease
2.5%
10% - 35%
33.3%
20%
25%
Lease term
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at
each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the carrying amount and the disposal
proceeds are taken to profit or loss.
57
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 15. EXPLORATION AND EVALUATION
Non-Current Assets
Consolidated
2023
$
2022
$
Exploration and evaluation assets - at cost
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous
financial year are set out below:
21,869,379
17,505,637
Consolidated
Balance at 1 July 2021
Additions
Asset acquisitions (note 31)
Write off of assets
Balance at 30 June 2022
Additions
Write off of assets
Balance at 30 June 2023
$
13,389,188
3,167,007
974,192
(24,750)
17,505,637
4,593,114
(229,372)
21,869,379
Accounting Policy for Exploration and Evaluation Assets: Exploration and evaluation expenditure incurred is
accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs
and an appropriate portion of related overhead expenditure but do not include overheads or
administration expenditure not having a specific nexus with a particular area of interest. These costs are only
carried forward to the extent that they are expected to be recouped through the successful development
of the area or where activities in the area have not yet reached a stage which permits reasonable
assessment of the existence of economically recoverable reserves and active or significant operations in
relation to the area are continuing.
A regular review has been undertaken on each area of interest to determine the appropriateness of
continuing to carry forward costs in relation to that area of interest
A provision is raised against exploration and evaluation assets where the Directors are of the opinion that
the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase
in the provision is charged against the results for the year. Accumulated costs in relation to an abandoned
area are written off in full against profit in the year in which the decision to abandon the area is made
When production commences, the accumulated costs for the relevant area of interest are amortised over
the life of the area according to the rate of depletion of the economically recoverable reserves.
Costs of site restoration are provided over the life of the area from when exploration commences and are
included in the costs of that stage. Site restoration costs include the dismantling and removal of mining
plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with
clauses of mining permits. Such costs have been determined using estimates of future costs, current legal
requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs
of site restoration, there is uncertainty regarding the nature and extent of the restoration due to
community expectations and future legislation. Accordingly, the costs have been determined on
the basis that restoration will be completed within one year of abandoning the site.
58
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 16. TRADE AND OTHER PAYABLES
Current Liabilities
Trade payables
Sundry payables and accrued expenses
Employee benefits
Other payables
Refer to note 23 for further information on financial instruments
NOTE 17. BORROWINGS
Non-Current Liabilities
Loan - Equities First Holdings LLC
Refer to note 23 for further information on financial instruments.
Consolidated
2023
2022
$
$
830,368
594,310
397,536
666,976
248,895
135,721
6,886
126,005
1,483,685 1,523,012
Consolidated
2023
$
2022
$
3,302,380
3,116,862
On 16 December 2021, DGR Global Limited (DGR) entered into a loan agreement with Equities First Holdings
LLC (EFH). EFH advanced £1,679,302 (GBP) to DGR. The loan is secured by 12,000,000 ordinary shares held
by DGR in Atlantic Lithium Limited (refer note 13). The loan bears interest at 3.5% per annum and is repayable
on 16 December 2024. The loan was fully utilised at 30 June 2023 and 30 June 2022..
Accounting Policy for Borrowings Loans and borrowings are initially recognised at the fair value of the
consideration received, net of transaction costs. They are subsequently measured at amortised cost using
the effective interest method, except for convertible notes which are subsequently measured at fair value
through profit or loss
NOTE 18. LEASE LIABILITIES
Current Lliabilities
Lease liability - land and buildings
Non-Current Liabilities
Lease liability - land and buildings
Refer to note 23 for further information on financial instruments.
The Company leases offices for a fixed period of 5 years.
Consolidated
2023
$
2022
$
568,859
485,417
50,696
619,555
619,555 1,104,972
59
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Movements in Carrying Value of Lease
Opening balance
Interest expense
Lease payments
Closing Balance
Consolidated
2023
$
2022
$
1,104,972 1,519,185
146,442
(583,081) (560,655)
97,664
619,555 1,104,972
Accounting Policy for Lease Liabilities A lease liability is recognised at the commencement date of a lease.
The lease liability is initially recognised at the present value of the lease payments to be made over the term
of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any
lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the
option is reasonably certain to occur, and any anticipated termination penalties. The variable lease
payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts
are remeasured if there is a change in the following: future lease payments arising from a change in an index
or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to
profit or loss if the carrying amount of the right-of-use asset is fully written down.
NOTE 19. PROVISIONS
Non-Current Liabilities
Long service leave
Site restoration
Consolidated
2023
$
2022
$
2,466
1,476,516
13,257
1,436,415
1,478,982
1,449,672
Site Restoration The Group has conducted an extensive review of the environmental status of the Mining
Leases with a view to making an assessment of the appropriate provision it should make for liabilities in
respect of rehabilitation and restoration. In the course of this exercise, advice was received from different
parties providing estimations on the potential costs for future rehabilitation and restoration. Based on this
information, the Group has provided in respect of these restoration liabilities, an amount of $1,476,516 .
Movements in Provisions: Movements in each class of provision during the current financial year, other
than employee benefits, are set out below:
Consolidated - 2023
Carrying amount at the start of the year
Additional provisions recognised
Carrying amount at the end of the year
Site restoration
$
1,436,415
40,101
1,476,516
60
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Accounting Policy for Provisions Provisions are recognised when the Group has a present (legal or
constructive) obligation as a result of a past event, it is probable the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised
as a provision is the best estimate of the consideration required to settle the present obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value
of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
Accounting Policy for Employee Benefits
Short-Term Employee Benefits Liabilities for wages and salaries, including non-monetary benefits, annual
leave and long service leave expected to be settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the liabilities are settled
Other Long-Term Employee Benefits: The liability for annual leave and long service leave not expected to
be settled within 12 months of the reporting date are measured at 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 currency that
match, as closely as possible, the estimated future cash outflows
Defined Contribution Superannuation Expense Contributions to defined contribution superannuation plans
are expensed in the period in which they are incurred.
NOTE 20. ISSUED CAPITAL
Details
Ordinary shares – fully paid
Movements In Ordinary Share Capital
Details
Balance
Share placement (a)
Options exercised
Share issue costs
Deferred tax credit recognised directly in
equity
Balance
Balance
Consolidated
2023
Shares
2022
Shares
2023
$
2022
$
1,043,693,478 1,043,693,478
57,932,187 57,932,187
Date
Shares
Issue Price
$
1 July 2021 975,578,727
54,174,709
7 July 2021
57,692,308
$0.052
3,000,000
30 May 2022
10,422,443
$0.082
858,809
(105,435)
4,104
30 June 2022 1,043,693,478
57,932,187
30 June 2023 1,043,693,478
57,932,187
Ordinary Shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding
up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary
shares have no par value and the Company does not have a limited amount of authorised capital
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon
a poll each share shall have one vote.
61
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Share Placement On 7 July 2021, the Company issued 57,692,308 fully paid ordinary shares and 27,634,616
quoted options in terms of a strategic placement. The shares were placed at $0.052 per share and subject to
a 9-month escrow. The attaching listed options were granted on a 3 for 8 basis, and the Lead Manager was
granted 6,000,000 options for services rendered (refer note 36).
Options As at 30 June 2023, there were 165,049,686 unissued ordinary shares of DGR Global Ltd under option,
held as follows:
Options on Issue in DGR Global
Number
Exercise Price $
Expiry
Quoted options (ASX:DGRO)
165,049,686
0.120
25/09/2023
Share Buy-Back There is no current on-market share buy-back.
Capital Risk Management Management controls the capital of the Group in order to provide capital growth
to shareholders and ensure the Group can fund its operations and continue as a going concern. The Group’s
capital comprises equity as shown on the statement of financial position. There are no externally imposed
capital requirements. Management effectively manages the Group’s capital by assessing the Group’s
financial risk and adjusting its capital structure in response to changes in these risks and the market. These
responses include the management of share issues.
The capital risk management policy remains unchanged from the 2022 Annual Report.
Accounting Policy for Issued Capital Ordinary shares are classified as equity
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds
NOTE 21. RESERVES
Financial assets at fair value through other comprehensive income
reserve
Share-based payments reserve
Change in proportionate interest reserve
Profit reserve
Consolidated
2023
$
57,400,777
8,798,531
18,002,422
8,854,067
2022
$
87,793,792 2
8,798,531
18,002,422
8,854,067
93,055,797
123,448,812
Share-Based Payments Reserve The reserve is used to recognise the value of equity benefits provided to
employees and directors as part of their remuneration, and other parties as part of their compensation for
services
Change in Proportionate Interest Reserve The change in proportionate interest reserve is used to recognise
differences between the amount by which non-controlling interests are adjusted and any consideration paid
or received which may arise as a result of transactions with non-controlling interests that do not result in a loss
of control.
Financial Assets Revaluation Reserve: Changes in the fair value of investments, such as equities, classified as
financial assets at fair value through other comprehensive income, are recognised in other comprehensive
income, as described in note 1 and accumulated in this separate reserve within equity.
Profit Reserve The profit reserve is used to quarantine annual profits when available. This allows the Company
to be able to pay dividends to shareholders at its discretion.
62
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Movements in Reserves Movements in each class of reserve during the current and previous financial year
are set out below:
Consolidated
Financial
assets
revaluation
reserve
Share-based
payments
reserve
Change in
proportionat
e interest
reserve
Profit reserve
Total
$
$
$
$
$
Balance at 1 July 2021
72,170,876
8,714,170
18,249,667
8,854,067 107,988,780
Revaluation - gross
Deferred tax
Share-based payment expense
Issue of shares
interest
Share of other comprehensive
income in associate (net of tax)
to non-controlling
17,180,156
(1,791,497)
-
-
234,257
-
-
84,361
-
-
-
-
-
(247,245)
-
-
-
-
-
-
17,180,156
(1,791,497)
84,361
(247,245)
234,257
Balance at 30 June 2022
87,793,792
8,798,531
18,002,422
8,854,067 123,448,812
Revaluation - gross
Deferred tax
Share of other comprehensive
income in associate (net of tax)
(47,624,232)
17,273,217
(42,000)
-
-
-
-
-
-
-
-
-
(47,624,232)
17,273,217
(42,000)
Balance at 30 June 2023
57,400,777
8,798,531
18,002,422
8,854,067
93,055,797
NOTE 22. DIVIDENDS
There were no dividends paid, recommended or declared during the current or previous financial year.
NOTE 23. FINANCIAL INSTRUMENTS
General Objectives, Policies and Processes: In common with all other businesses, the Group is exposed to
risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and
processes for managing those risks and the methods used to measure them. Further quantitative information
in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives,
policies and processes for managing those risks, or the methods used to measure them from previous
periods unless otherwise stated in this note. The Group’s financial instruments consist mainly of deposits with
banks, receivables and payables, shares in listed corporations, investments in convertible notes and
corporate bonds.
The Board has overall responsibility for the determination of the Group’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing
and operating processes that ensure the effective implementation of the objectives and policies to the
Group’s finance function. The Group's risk management policies and objectives are designed to minimise
the potential impacts of these risks on the results of the Group where such impacts may be material.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly
affecting the Group's competitiveness and flexibility. Further details regarding these matters are set out
below.
63
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Financial Assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss
Security bonds
Corporate bonds
Financial Liabilities
Trade and other payables
Lease liabilities
Borrowings
Market Risk
Consolidated
2023
$
2022
$
2,432,190
3,445,070
75,681,695
14,986,540
2,137,230
1,014,836
99,697,561
1,483,685
619,555
3,302,380
5,405,620
2,576,198
2,203,082
142,524,263
7,192,614
2,078,389
1,504,772
158,079,318
1,523,012
1,104,972
3,116,862
5,744,846
Foreign Currency Risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign
currency risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and
financial liabilities denominated in a currency that is not the entity's functional currency.
The table below demonstrates the sensitivity to a reasonably possible change in the United States dollar
and the Pound Sterling (GBP) against the Australian dollar.
2023
2022
Change in
US dollar
rate
%
Effect on
profit before
tax
$
Change in
GBP
rate
%
Effect on
profit before
tax
$
10%
(10%)
10%
(10%)
28,453
(34,776)
7,052
(8,619)
10%
(10%)
10%
(10%)
81,708
(99,865)
106,636
(130,333)
Price Risk
The Group has performed a sensitivity analysis relating to its exposure to equity securities price risk. The
sensitivity demonstrates the effect on pre-tax profit and equity which could result from a change in these
risks. The Group’s exposure to equity securities price risk arises from investments held by the Group and
classified in the statement of financial position either as at fair value through other comprehensive income
(FVOCI) or at fair value through profit or loss (FVPL).
The effect on equity as a result of changes in equity security prices would be as follows:
Average Price Increase
Average Price Decrease
Consolidated - 2023
Effect on
loss before
tax
Effect on
other
component
s of equity % change
% change
Equity securities
15%
2,228,115 13,580,369
15%
Effect on
loss before
tax
Effect on
other
component
s of equity
(2,228,115) (13,580,369)
64
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Consolidated - 2022
Equity securities
Average Price Increase
Average Price Decrease
Effect on
loss before
tax
706,018
Effect on
other
component
s of equity % change
10%
14,958,444
Effect on
other
components
of equity
Effect on
loss before
tax
(706,018) (14,958,444)
% change
10%
Pre-tax profit for the period would increase/decrease as a result of gains/losses on equity securities classified
as at FVPL. Other components of equity would increase/decrease as a result of gains/losses on equity
securities classified as at FVOCI.
The analysis assumes all other variables remain constant. It also assumes the investment in SolGold plc,
Canadian Nexus Team Ventures Corp (formerly Block X Capital Corp.), Clara Resources Australia Ltd
(formerly Aus Tin Mining Ltd), NewPeak Metals Ltd, Lakes Blue Energy NL (formerly Lakes Oil NL), Atlantic
Lithium Ltd (formerly IronRidge Resources Ltd) and Challenger Energy Group plc, were remeasured to fair
value on 30 June 2023 (and that the 10% change had occurred as at that date).
It should be noted that the investment in the associate is not included in the above analysis as it is outside
the scope of Accounting Standard AASB 9 Financial Instruments, as it is accounted for in accordance with
Accounting Standard AASB 128 Investments in Associates and Joint Ventures.
Interest rate risk
The objective of interest rate risk management is to manage and control interest rate risk exposures with
acceptable parameters while optimising the return. Interest rate risk is managed with a mixture of fixed and
floating rate instruments. For further details on interest rate risk refer to the tables below:
2023
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total Financial Assets
Financial Liabilities
Trade and other payables
Lease liabilities
Borrowings
Total Financial Liabilities
2022
Financial Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total Financial Assets
Financial Liabilities
Trade and other payables
Lease liabilities
Borrowings
Total Financial Liabilities
Weighted
average
effective
interest rate*
%
Floating
interest rate
$
Fixed interest
rate
$
Non-interest
bearing
$
Total
carrying
amount
$
0.01%
-
14.60%
-
12.00%
3.50%
Weighted
average
effective
interest rate*
%
2,432,190
-
-
-
2,432,190
-
2,000,000
15,868,937
17,868,937
-
1,445,070
77,951,364
79,396,434
2,432,190
3,445,070
93,820,301
99,697,561
-
-
-
-
-
619,555
3,302,380
3,921,935
1,483,685
-
-
1,483,685
1,483,685
619,555
3,302,380
5,405,620
Floating
interest rate
$
Fixed interest
rate
$
Non-interest
bearing
$
Total carrying
amount
$
0.01%
2,576,198
-
-
2,576,198
-
13.59%
-
12.00%
3.50%
-
-
-
8,564,947
2,203,082
144,735,091
2,203,082
153,300,038
2,576,198
8,564,947
146,938,173
158,079,318
-
1,523,012
1,523,012
1,104,972
3,116,862
4,221,834
-
-
1,104,972
3,116,862
1,523,012
5,744,846
-
-
-
-
65
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
At 30 June 2023, if interest rates had increased by 25 basis points (bps) from the year-end rates with all other
variables held constant, pre-tax loss for the year would have been $6,582 lower (2022 changes of 25 bps:
pre-tax loss $6,440 lower), as a result of higher interest income from cash and cash equivalents.
Credit Risk
Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting
in the Group incurring a financial loss. This usually occurs when counterparties fail to settle their obligations
owing to the Group. The Group’s objective is to minimise the risk of loss from credit risk exposure.
The maximum exposure to credit risk, excluding the value of any collateral or other security, in the event
other parties fail to discharge their obligations under financial instruments in relation to each class of
financial asset at reporting date is the carrying amount in the statement of financial position which, for the
relevant assets, is summarised in the table above.
Credit risk is reviewed regularly by the Board and the audit committee. It primarily arises from exposure to
receivables as well as through deposits with financial institutions. There is no collateral held as security.
The Group’s material credit risk exposure is to loans with related parties, related party debtors, investments
in convertible notes and corporate bonds.
Liquidity Risk
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet financial obligations
as they fall due. The objective of managing liquidity risk is to ensure, as far as possible, that the Group will
always have sufficient liquidity to meets its liabilities when they fall due, under both normal and stressed
conditions.
Liquidity risk is reviewed regularly by the Board and the audit committee.
The Group manages liquidity risk by monitoring forecast cash flows and liquidity ratios such as working
capital. The Group’s working capital, being current assets less current liabilities, has increased from a surplus
of $3,627,722 at 30 June 2022 to a surplus of $931,105 at 30 June 2023.
Remaining Contractual Maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the financial liabilities are required to be paid. The tables include both interest and
principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from
their carrying amount in the statement of financial position.
Consolidated - 2023
Non-derivatives
Non-interest bearing
Trade and other payables
Interest-bearing - fixed rate
Lease liability
Borrowings
6 Months or less 6-12 Months
$
$
1-3 Years
$
Over 3 Years
$
Remaining
contractual
maturities
$
1,483,685
-
-
-
1,483,685
302,227
54,545
304,177
50,696
54,545
3,171,407
-
-
-
657,100
3,280,497
5,421,282
Total non-derivatives
1,840,457
358,722
3,222,103
66
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Consolidated - 2022
6 Months or less 6-12 Months
$
$
1-3 Years
$
Over 3 Years
$
Remaining
contractual
maturities
$
Non-Derivatives
Non-Interest Bearing
Trade and other payables
Interest-Bearing-Fixed Rate
Lease liability
Borrowings
Total Non-Derivatives
1,523,012
-
-
-
1,523,012
290,603
54,545
1,868,160
292,478
54,545
347,023
657,100
3,276,238
3,933,338
-
-
-
1,240,181
3,385,328
6,148,521
The cash flows in the maturity analysis above are not expected to occur significantly earlier than
contractually disclosed above.
Fair Value of Financial Instruments: Unless otherwise stated, the carrying amounts of financial instruments
reflect their fair value.
NOTE 24. FAIR VALUE MEASUREMENT
Fair Value Hierarchy: The following tables detail the Group's assets and liabilities, measured or disclosed at
fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair
value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2023
Level 1
Level 2
Level 3
$
$
$
Total
$
Assets
Financial assets at fair value through other
comprehensive income
75,681,695
Financial assets at fair value through profit or loss
132,439
Total Assets
Consolidated - 2022
75,814,134
-
-
-
-
75,681,695
14,854,101
14,986,540
14,854,101
90,668,235
Level 1
Level 2
Level 3
Total
$
$
$
$
Assets
Financial assets at fair value through other
comprehensive income
142,524,263
Financial assets at fair value through profit or loss
132,439
Total Assets
There were no transfers between levels during the financial year.
142,656,702
-
-
-
- 142,524,263
7,060,175
7,192,614
7,060,175 149,716,877
Valuation Techniques for Fair Value Measurements Categories within Level 1: The financial assets at fair
value through other comprehensive income are measured based on the quoted market prices at 30 June
2023 and 30 June 2022.
Valuation Techniques for Fair Value Measurements Categories within level 2 and level 3:
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
67
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Level 3: The financial assets at fair value through profit or loss at 30 June 2022 comprise convertible notes in
Lakes Blue Energy NL (Lakes) and redeemable exchangeable notes in McArthur Oil & Gas Limited (MOG). The
financial assets at fair value through profit or loss at 30 June 2023 comprise redeemable exchangeable notes
in MOG. The notes comprise a debt component and an equity component. The debt component was valued
using a discounted cash flow method and the equity component was valued as an option. The combined
value of the debt and equity components comprise the total fair value of the respective notes.
Lakes - The calculation of the value of the debt component of the note involved removing the value of the
equity component of the convertible notes on the day of issue and calculating an implied discount rate on
the future cash flows of the liability. This implied rate was then used to calculate the present or discounted
value of all future cash flows as at the date of valuation, being the face value plus accumulated interest over
the life of the convertible note.
MOG - At the date of valuation, the conversion of the notes into shares is uncertain. Additionally, the Company
may have its notes redeemed where there is an Exit Event or an Event of Default and if either of these events
occurs, then the notes will be repaid at face value, thereby forfeiting the equity exchange. At the date of
valuation of 30 June 2023, management expects that the IPO and Exit event are not going to occur, and the
outcome will be that the notes will be redeemed via either cash or a swap for different convertible notes.
Therefore, without a conversion to shares there is no equity uplift and no equity value in the convertible notes.
Level 3 Financial Instruments
Movements in level 3 financial instruments during the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2021
Additions
Gains recognised in profit or loss
Balance at 30 June 2022
Additions
Disposals
Losses recognised in profit or loss
Balance at 30 June 2023
Total gains for the previous year included in profit or loss that relate to level
3 assets held at the end of the previous year
Total losses for the current year included in profit or loss that relate to level 3
assets held at the end of the current year
Financial assets at fair value
through profit or loss
$
-
5,163,944
1,896,231
7,060,175
13,180,366
(3,805,435)
(1,581,005)
14,854,101
1,896,231
(1,581,005)
Accounting Policy for Fair Value Measurement When an asset or liability, financial or non-financial, is measured
at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date; and assumes that the transaction will take place either: in the principal market; or in the
absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement
is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for
which sufficient data are available to measure fair value, are used, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
68
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a reassessment of the lowest level of
input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are
selected based on market knowledge and reputation. Where there is a significant change in fair value of an
asset or liability from one period to another, an analysis is undertaken, which includes a verification of the
major inputs applied in the latest valuation and a comparison, where applicable, with external sources of
data.
NOTE 25. KEY MANAGEMENT PERSONNEL DISCLOSURES
Compensation The aggregate compensation made to directors and other members of key management
personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Termination benefits
Consolidated
2023
$
2022
$
919,961
1,185,749
25,181
-
25,813
241,643
945,142
1,453,205
NOTE 26. REMUNERATION OF AUDITORS
During the financial year the following fees were paid or payable for services provided by BDO Audit Pty
Limited, the auditor of the Company:
Audit services - BDO Audit Pty Limited
Audit or review of the financial statements
Consolidated
2023
$
2022
$
276,895
165,950
NOTE 27. CONTINGENT LIABILITIES
On or about 8 September 2017 DGR Global Limited and Armour Energy Limited agreed that Armour Energy
Limited would hold an 83.18% interest in the exploration licence that was subsequently granted to it by the
Ugandan government on 14 September 2017 (and the associated Production Sharing Agreement (the PSA)),
on trust for DGR Global Limited (the Letter Agreement). The 83.18% interest was transferred to DGR Global in
December 2021 through the issue of 3,066,000 shares in Armour Energy International Pty Ltd to DGR Global
Limited. The Exploration Licence was renewed for a further two year term on 13 September 2019 (the
Renewed Licence) and the term has been further extended due to various conditions of Force Majeure
through to 28 May 2023. The licence was renewed for a further two year period on 12 May 2023. On or about
18 December 2019, DGR Global Limited and Armour Energy Limited entered into a deed of guarantee and
indemnity (the Deed of Guarantee and Indemnity) pursuant to which DGR Global Limited indemnifies and
will keep Armour Energy Limited indemnified against a maximum of 83.18% of Armour’s liability for: a) all costs
associated with complying with the obligations under the Renewed Licence; and b) any claim, demand,
debt, action, proceeding, cost, charge, expense, damage, loss or other liability related to the renewed
Licence (other than where the same arises solely as a consequence of the fraud, misconduct, negligence
or material breach of the PSA, Letter Agreement or the Deed of Guarantee and Indemnity by Armour
Energy). Furthermore, DGR Global Limited agrees to guarantee and indemnify Armour Energy Limited for the
due, punctual and complete performance by Armour Energy Limited’s subsidiary (Armour Uganda), of all of
its obligations under the Renewed Licence, once the Renewed Licence has been transferred to Armour
Uganda. DGR Global Limited estimates its current contingent liability under the Deed of Guarantee and
Indemnity at approximately US$7.5 million.
69
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 28. COMMITMENTS
(a) Future Exploration
The Group has certain obligations to expend minimum amounts on exploration in
tenement areas, or obligations to complete defined exploration programs (with
budgets submitted). These obligations may be varied from time to time and are
expected to be fulfilled in the normal course of operations of the Group.
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
Consolidated
2023
$
2022
$
3,420,383 2,603,149
33,450,793 13,646,591
36,871,176 16,249,740
To keep the exploration permits in good standing, work programs should meet certain minimum expenditure
requirements. If the minimum expenditure requirements are not met, the Group has the option to negotiate
new terms or relinquish the tenements. The Group also has the ability to meet expenditure requirements by
joint venture or farm-in agreements.
(b) Redeemable Exchangeable Note Facility The Company has provided an unsecured redeemable
exchangeable note facility to McArthur Oil and Gas Ltd (refer note 13). The facility was fully drawn at 30
June 2023. The undrawn balance on the facility at 30 June 2022 was $1,500,000.
NOTE 29. RELATED PARTY TRANSACTIONS
Parent Entity:DGR Global Limited is the parent entity.
Subsidiaries: Interests in subsidiaries are set out in note 32.
Associates: Interests in associates are set out in note 12.
Key Management Personnel: Disclosures relating to key management personnel are set out in note 25
and the remuneration report included in the directors' report.
Transactions with Related Parties: The following transactions occurred with related parties:
70
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Consolidated
2023
$
2022
$
456,000
456,000
75,000
175,016
-
220,179
148,767
Provision of services to:
Armour Energy Limited (a)
Interest revenue:
Loans to Armour Energy Limited
Corporate Bonds with Armour Energy Limited
Redeemable exchangeable notes with McArthur Oil and Gas Limited
1,814,197
Payment for Goods and Services:
Payment for services from Hopgood Ganim Lawyers (b)
Payment for services from Samuel Capital Pty Limited (c)
145,191
111,756
57,132
28,071
(a) DGR Global Limited has a commercial agreement with Armour Energy Limited, an associate of DGR
Global Limited, for the provision of administrative services. In consideration for the provision of the
services, DGR Global Limited receives a monthly administration fee.
(b) Mr Brian Moller (a Director), is a partner in the firm HopgoodGanim Lawyers. HopgoodGanim
provides legal services to the Group based on normal commercial terms and conditions. Included in
the total for the year are services relating to capital raisings during the year.
(c) DGR Global Limited has a commercial agreement with Samuel Capital Pty Limited, an entity
controlled by Nick Mather, for the provision of administrative and marketing services.
Receivable From and Payable to Related Parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current Receivables:
Trade receivables – Armour Energy Limited*
Trade receivables – McArthur Oil and Gas Limited*
Trade receivables from other related parties
Non-Current Financial Assets:
Consolidated
2023
$
2022
$
1,375,497
757,420
903,540
-
310,643
293,166
Corporate bonds - Armour Energy Limited*
1,014,836
1,504,772
Redeemable exchangeable notes - McArthur Oil and Gas Limited**
14,854,101
5,091,844
Current payables:
Trade payables - HopgoodGanim Lawyers
Trade payables - Samuel Capital Pty Limited
14,064
41,585
1,581
29,700
*
A provision for expected credit losses of $2,271,154 has been processed at 30 June 2023 for the balances
due by Armour Energy Limited and McArthur Oil and Gas Limited.
** The corporate bonds are secured over all the assets of Armour Energy Limited, earn interest at 8.75% per
annum, and are repayable within 5 years of their issue date.
*** The redeemable exchangeable notes are unsecured and have a coupon rate of 15% per annum.
71
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Loans to/from Related Parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Current Receivables:
Loan to associate
Non-Current Receivables:
Loan to associate
Consolidated
2023
$
2022
$
- 620,828
2,620,828
-
The loan to the associate is unsecured and has no fixed repayment terms. Interest is charged at 10% per
annum on $2,000,000 and the remaining balance is interest free.
NOTE 30. PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of Profit or Loss and Other Comprehensive Income
Parent
2023
2022
$
$
Loss after income tax
(9,154,386)
(9,043,777)
Other comprehensive income for the year, net of tax
(30,393,015)
15,622,916
Total Comprehensive Income
(39,547,401)
6,579,139
72
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Statement of Financial Position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Net Assets
Equity
Issued capital
Parent
2023
$
2022
$
4,061,127
5,036,556
117,649,731 171,059,752
121,710,858 176,096,308
3,680,758
1,676,147
12,414,688 29,257,347
16,095,446 30,933,494
105,615,412 145,162,814
57,932,188 57,932,188
Financial assets at fair value through other comprehensive income reserve
57,400,776 87,793,792
Share-based payments reserve
Profit reserve
Accumulated losses
Total Equity
8,798,531
8,798,531
8,854,067
8,854,067
(27,370,150) (18,215,764)
105,615,412 145,162,814
At 30 June 2023, the Company’s investments in associates and investments at fair value through other
comprehensive income (excluding investments in Corporate Bonds and investments in unlisted corporate
entities) are as follows:
Listed Investments
Number of Shares
Share Price*
$
Quoted
Value
Other Financial Assets at Fair Value through Other Comprehensive Income:
Canadian Nexus Team Ventures Corp. (formerly Block X
Capital Inc.)
8,750
C$0.1
997
SolGold Plc
204,151,800
£0.159
61,918,684
NewPeak Metals Limited
Clara Resources Australia Limited (formerly AusTin Mining Ltd)
Atlantic Lithium Limited (formerly IronRidge Resources Ltd)
Lakes Blue Energy NL (formerly Lakes Oil NL)
Challenger Energy Group Plc
755,896,372
23,851,041
16,866,675
3,748,698,506
114,914,001
A$0.001
A$0.042
£0.25
A$0.001
£0.00095
755,896
1,005,754
8,043,423
3,748,699
208,242
75,681,695
Associate:
Armour Energy Limited
Total Quoted Value
980,357,416
A$0.003
2,941,072
78,622,767
*
Share price represents the market quoted price for listed investments at 30 June 2023. All quoted values
above are level 1 in the fair value hierarchy.
73
DGR Global Limited
dgrglobal.com.au
NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Guarantees Entered into by the Parent Entity in Relation to the Debts of its Subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2023 and 30
June 2022.
Contingent Liabilities
Refer to note 27 for details of the parent entity's contingent liabilities.
Capital Commitments - Property, Plant and Equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and
30 June 2022.
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1,
except for the following:
▪
▪
▪
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Investments in associates are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its
receipt may be an indicator of an impairment of the investment.
NOTE 31. ASSET ACQUISITIONS
30 June 2022
Armour Energy International Limited
On 26 October 2021, DGR Global Limited acquired 83.18% of the ordinary shares of Armour Energy
International Limited (AEI) for a total consideration of $3,066,000. AEI is an investment holding company
whose principal asset is an investment in Armour Energy Uganda SMC Limited (AEU), a wholly-owned
subsidiary of AEI. AEU is an exploration company located in Uganda. With reference to AASB 3 Business
combinations, it was determined that the acquisition of AEI was not a business combination and was
accounted for as an asset acquisition. The cost of the acquisition, including the consideration paid,
transaction costs, and liabilities assumed, were allocated across the relative fair value of the assets acquired.
74
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 32. INTERESTS IN SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries
in accordance with the accounting policy described in note 1:
Name
Auburn Resources Limited*
Barlyne Mining Pty Limited*
Pennant Resources Pty Limited*
Ripple Resources Pty Limited*
DGR Energy Pty Limited***
Coolgarra Minerals Pty Limited
DGR Zambia Limited
Hartz Rare Earths Pty Limited
Pinnacle Gold Pty Limited
Tinco Pty Limited
DGR Bolivia Pty Limited
Andean Explomining SRL
Armour Energy International Limited**
Armour Energy (Uganda) - SMC Limited**
DGR Energy Turaco Uganda - SMC Limited***
Conjugate Energy Limited
Principal place of business /
Country of incorporation
Ownership interest
2023
%
2022
%
Australia
Australia
Australia
Australia
Australia
Australia
Zambia
Australia
Australia
Australia
Australia
Bolivia
Australia
Uganda
39%
39%
39%
39%
100%
100%
100%
100%
94%
100%
100%
100%
83%
83%
Uganda
100%
United Kingdom
50%
39%
39%
39%
39%
100%
100%
100%
100%
94%
100%
100%
100%
83%
83%
-
-
*
Auburn Resources Limited is the immediate parent of Barlyne Mining Pty Limited, Pennant Resources Pty
Limited and Ripple Resources Pty Limited. These companies are wholly owned and directly held by
Auburn Resources Limited and indirectly by DGR Global Limited.
**
Armour Energy International Limited is the immediate parent of Armour Energy (Uganda) - SMC Limited.
*** DGR Energy Pty Limited is the immediate parent of DGR Energy Turaco Uganda - SMC Limited.
75
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Summarised Financial Information
Summarised financial information of the subsidiary with non-controlling interests that are material to the
Group are set out below:
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net Assets
Summarised statement of profit or loss and other comprehensive income
Expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense
Other comprehensive income
Total Comprehensive Income
Statement of cash flows
Net cash from/(used in) operating activities
Net cash used in investing activities
Net cash from financing activities
Auburn Resources Ltd
2023
$
2022
$
20,341
11,496
5,242,948
4,639,081
5,263,289
4,650,577
1,066,478
391,899
1,066,478
391,899
4,196,811
4,258,678
(61,868)
(30,470)
(61,868)
(30,470)
-
-
(61,868)
(30,470)
-
-
(61,868)
(30,470)
11,909
(81,138)
(620,702)
(492,863)
610,907
571,224
Net increase/(decrease) in Cash and Cash Equivalents
2,114
(2,777)
Other financial information
Loss attributable to non-controlling interests
(37,528)
(18,587)
Accumulated non-controlling interests at the end of reporting period
2,569,267
2,597,794
Significant Restrictions
There are no significant restrictions on the ability of DGR Global Limited to access the assets of the subsidiaries
with non-controlling interests.
Transactions with Non-Controlling Interests
There were no transactions with non-controlling interests during the year ended 30 June 2023.
76
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 33. EVENTS AFTER THE REPORTING PERIOD
Armour Convertible Notes
On 2 August 2023, the shareholders of Armour Energy Limited (ASX: AJQ) approved the issue of up to
21,000,000 of Armour Convertible Notes (on a post-consolidation basis) to DGR Global Limited (ASX:DGR or
the Company). On 23 August 2023, McArthur Oil and Gas Redeemable Exchangeable Notes (MOG Notes)
(including accrued interest) in the sum of $16,164,172, were converted into Armour Convertible Notes, and
$835,828 of the non-current loan due to DGR was also converted into Armour Convertible Notes on the
same day. On 13 September 2023, Armour Convertible notes for $4,000,000 were issued to DGR in partial
settlement of the non-current loan advances, Corporate Bonds and other fees due to DGR by AJQ.
At 30 June 2023, DGR held 14,005,410 McArthur Oil and Gas Redeemable Exchangeable Notes (MOG
Notes) (refer note 13) and was owed $15,293,601 (including accrued interest and interest on redeemed
notes shown under receivables) under the terms of the MOG Notes. DGR was also owed an additional
$5,914,701 by AJQ for non-current loan advances, Corporate Bonds and other fees at 30 June 2023.
Ugandan Oil Exploration Projects
DGR Global Limited (ASX: DGR or the Company) and Armour Energy Limited (ASX: AJQ) established a new
UK-incorporated company Conjugate Energy Limited (Conjugate) on 17 February 2023, which will hold
interests in oil exploration projects in the Albertine Graben, Uganda. On 7 September 2023, the Company
announced that Conjugate intends to seek admission to a UK stock exchange and raise funds primarily to
drill two exploration wells or drill ready prospects with substantial resources of oil. Any admission will be
subject to, inter alia, compliance with the relevant regulatory requirements and accordingly, there can be
no certainty that any admission will occur or the timeframe in which it will occur.
Letter of Support – Armour Energy Limited
DGR Global Limited (ASX: DGR or the Company) has provided a formal letter of financial support to Armour
Energy Limited (ASX: AJQ) to provide financial support for a period of up to 12 months of up to $17,000,000
to enable AJQ to repay their debts as and when they fall due and payable, as well as settle certain loan
repayments that are currently due by AJQ and for repayment of the related principal which is due on 30
November 2023.
Loan
DGR Global Limited (ASX: DGR or the Company) has entered into a loan agreement with Euities First
Holdings LLC (EFH). EFH has agreed to advance £600,000 (GBP) to DGR. The loan is secured by 15,00,000
ordinary shares held by DGR in SolGold Plc. Although the title in the shares has been transferred to the
lender, DGR has retained substantially all the risks and rewards of ownership of the shares and will continue
to recognise the investment in the shares. The loan bears interest at 3.75% per annum and is repayable
after 2 years.
No other matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may
significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in
future financial years.
77
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 34. CASH FLOW INFORMATION
Reconciliation of Loss after Income Tax to Net Cash Used in Operating Activities
Loss after Income Tax Expense for the Year
Adjustments for:
Depreciation
(Reversal of impairment)/provision for impairment - associate and corporate bonds
Exploration and evaluation assets written off
Share of loss - associates
Movement in fair value of options and convertible note receivable
Impairment - trade receivables
Interest receivable on convertible notes capitalised
Unrealised foreign currency losses
Change in Operating Assets and Liabilities:
Increase in trade and other receivables
Decrease/(increase) in prepayments
Decrease in trade and other payables
Increase in provision for income tax
Increase in deferred tax liabilities
Decrease in employee benefits
Increase in other provisions
Consolidated
2023
$
2022
$
(9,547,919)
(9,169,564)
442,608
443,902
(2,774,237)
6,117,433
229,372
24,750
4,314,949
2,033,652
1,581,006
(2,028,670)
2,271,154
(2,191,867)
185,518
-
(163,944)
-
(1,073,642)
(175,878)
(25,634)
23,968
(39,327)
(379,758)
2,207,498
784,589
(10,791)
40,101
-
409,426
(6,675)
-
Net Cash Used in Operating Activities
(3,606,622)
(2,871,358)
Non-Cash Investing and Financing Activities
Share issue costs settled by the issue of shares and options
Consolidated
2023
$
-
2022
$
84,361
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
Changes in Liabilities Arising from Financing Activities
Consolidated
Balance at 1 July 2021
Net cash from/(used in) financing activities
Balance at 30 June 2022
Net cash used in financing activities
Exchange differences
Loan -
Equities First
Holdings LLC
$
Leases
$
Total
$
-
3,116,862
1,519,185
(414,213)
1,519,185
2,702,649
3,116,862
1,104,972
4,221,834
-
185,518
(485,417)
-
(485,417)
185,518
Balance at 30 June 2023
3,302,380
619,555
3,921,935
NOTE 35. EARNINGS PER SHARE
Loss after income tax
Non-controlling interest
Loss after income tax attributable to the owners of DGR Global Limited
Consolidated
2023
$
2022
$
(9,547,919)
(9,169,564)
24,366
29,054
(9,523,553) (9,140,510)
Weighted average number of ordinary shares
used in calculating basic earnings per share
Number
Number
1,043,693,478
1,033,236,417
Weighted average number of ordinary shares
used in calculating diluted earnings per share
1,043,693,478
1,033,236,417
Basic earnings per share
Diluted earnings per share
Cents
Cents
(0.9)
(0.9)
(0.9)
(0.9)
Options granted are not included in the determination of diluted earnings per share as they are considered
to be anti-dilutive.
Accounting Policy for Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to the owners of DGR Global Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued
during the financial year.
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive
potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
79
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
NOTE 36. SHARE-BASED PAYMENTS
Other Option: On 8 February 2021, 35,974,007 DGR Global Ltd share options were granted to Bizzell Capital
Partners Pty Ltd as consideration for the management and underwriting of the Company’s recent capital
raising, pursuant to underwriting and sub-underwriting arrangements. The options are to take up one ordinary
share in DGR Global Ltd at a price of 12 cents each. The options vested immediately and are due to expire
on 25 September 2023. A value of $827,402 was calculated using the Black Scholes valuation methodology.
On 7 July 2021, 6,000,000 DGR Global Ltd share options were granted to Bizzell Capital Partners Pty Ltd as
consideration for the management of the Company’s recent capital raising. The options are to take up
one ordinary share in DGR Global Ltd at a price of 12 cents each. The options vested immediately and are
due to expire on 25 September 2023. A value of $84,361 was calculated using the Black Scholes
valuation methodology.
Set out below are summaries of options granted:
Weighted
average
exercise
price
Number of
options
Weighted
average
exercise
price
Number of
options
2023
2023
2022
2022
Outstanding at the beginning of the financial year
41,974,007
$0.120
35,974,007
$0.120
Granted
Exercised
-
-
$0.000
6,000,000
$0.120
$0.000
-
$0.000
Outstanding at the end of the financial year
41,974,007
$0.120
41,974,007
$0.120
Exercisable at the end of the financial year
41,974,007
$0.120
41,974,007
$0.120
The weighted average remaining contractual life of the options at 30 June 2023 was 0.24 years (2022: 1.24
years).
There were no vesting conditions attached to the options.
Accounting Policy for Share-Based Payments
Equity-settled share-based compensation benefits have been provided to employees in prior periods. No
share based payment compensation benefits have been granted during the financial year.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services.
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DGR Global Limited
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NOTES TO THE FINANCIAL STATEMENTS | for Year ended 30 June 2023 (continued).
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently
determined using either the Binomial or Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term
of the option, together with non-vesting conditions that do not determine whether the Group receives the
services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity
over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair
value of the award, the best estimate of the number of awards that are likely to vest and the expired portion
of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount
calculated at each reporting date less amounts already recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not
been made. An additional expense is recognised, over the remaining vesting period, for any modification
that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition
is treated as a cancellation. If the condition is not within the control of the Group or employee and is not
satisfied during the vesting period, any remaining expense for the award is recognised over the remaining
vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled
award, the cancelled and new award is treated as if they were a modification.
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DIRECTORS’ DECLARATION
For the year ended 30 June 2023
In the Directors' opinion:
▪
▪
▪
▪
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting
reporting
Standards, the Corporations Regulations 2001 and other mandatory professional
requirements;
the attached financial statements and notes comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board as described in note 1 to the financial
statements;
the attached financial statements and notes give a true and fair view of the Group's financial position
as at 30 June 2023 and of its performance for the financial year ended on that date; 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.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001. On behalf of the directors
Nicholas Mather
MANAGING DIRECTOR
29 September 2023
82
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 400 Australia
INDEPENDENT AUDITOR'S REPORT
To the members of DGR Global Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of DGR Global Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated
statement of changes in equity and the consolidated statement of cash flows for the year then
ended, and notes to the financial report, 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:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2023 and of
its financial performance for the year ended on that date; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has
been given to the directors of the Company, would be in the same terms if given to the directors as
at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
A
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
fi
limited by a scheme approved under Professional Standards Legislation.
83
Classification and carrying value of investments accounted for using the equity method
Key audit matter
How the matter was addressed in our audit
Refer to Note 12 of the financial report.
Our audit procedures, amongst others, included:
The Group holds investments in associates
accounted for using the equity method.
The classification of each asset as an associate
and measurement thereof is a key audit matter
due to:
•
•
•
the level of judgement management were
required to make in assessing the
classification of the investment;
the significance of the closing balance;
the significance of the share of loss of
associates and impairment expense.
•
•
•
•
•
Evaluating management’s assessment of
whether significant influence existed.
Agreeing the Group’s share of
associate losses to the audited
financial reports of the Associates
and assessing the adequacy of the
disclosures.
Reviewing the financial
information of the associate
including assessing whether the
accounting policies of the
associates were consistent with
DGR Global Limited.
Recalculating the impairment
recorded by reference to the fair
value of the investments based on
quoted prices in active markets.
Reviewing the adequacy of the
disclosures of in the financial report.
Accounting for redeemable exchangeable notes in McArthur Oil and Gas Ltd (MOG)
Key audit matter
How the matter was addressed in our audit
Refer to Note 13 of the financial report.
Our audit procedures, amongst others, included:
The client holds investments in redeemable
exchangeable notes in McArthur Oil and Gas
Limited.
The classification, initial accounting, subsequent
accounting treatment and valuation of these
notes is a key audit matter due to:
the level of judgement management were
required to make in assessing the
classification of the investment;
•
•
•
•
Reviewing the client’s assessment of initial
and subsequent accounting treatment of the
notes.
Reviewing accounting for any redemptions
that occurred during the period.
Reviewing the valuation of the notes,
including evaluating the reasonableness of
assumptions used.
Reviewing the adequacy of the disclosures of
the level of judgement required in valuing
in the financial report.
the investment;
the significance of the closing balance;
the significance of any fair value movements
recorded during the period.
•
•
•
•
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
84
Classification and carrying value of financial assets at fair value through other comprehensive
income
Key audit matter
How the matter was addressed in our audit
Refer to Note 13 of the financial report.
Our audit procedures, amongst others, included:
The Group carries investments in listed
shares which are carried at fair value
through other comprehensive income.
The classification and carrying amount
of financial assets at fair value through
other comprehensive income is a key
audit matter due:
•
the determination of whether the
company does not hold
significant influence in an
investment and therefore carries
the investment at fair value
through other comprehensive
income is a matter that requires
significant judgement;
•
the significance of the total
balance.
•
Evaluating management’s assessment of whether
significant influence existed.
• Obtaining from management a
schedule of investments held by the
Group and vouching the movements to
supporting documentation.
Agreeing a sample of the additions and
disposals of investments during the year
to supporting documentation, and
ensuring that gains and losses arising
were treated appropriately.
Reviewing management’s assessment of
the fair value of the investments by
reference to quoted prices in active
markets, ensuring that management
have considered the effect of foreign
exchange and that all gains and losses
have been treated appropriately.
Reviewing the adequacy of the
disclosures of investments, including the
fair value disclosures, by comparing these
disclosures to our understanding the
nature of the investment and the
applicable accounting standards.
•
•
•
85
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability l
imited by a scheme approved under Professional Standards Legislation.
Carrying value of exploration and evaluation assets
Key audit matter
How the matter was addressed in our audit
Refer to Note 15 in the annual report.
Our audit procedures, amongst other, included:
The Group carries exploration and evaluation
assets as at 30 June 2023 in accordance with
the Group’s accounting policy for exploration
and evaluation assets.
The recoverability of exploration and evaluation
asset is a key audit matter due to the
significance of the total balance and the level
of procedures undertaken to evaluate
management’s application of the requirements
of AASB 6 Exploration for and Evaluation of
Mineral Resources (‘AASB 6’) in light of any
indicators of impairment that may be present.
• Obtaining evidence that the Group has
valid rights to explore in the areas
represented by the capitalised
exploration and evaluation expenditure
by obtaining supporting documentation
such as license agreements and also
considering whether the Group maintains
the tenements in good standing.
• Making enquiries of management with
respect to the status of ongoing
exploration programs in the respective
areas of interest and assessing the
Group’s cash flow budget for the level of
budgeted spend on exploration projects
and held discussions with management of
the Group as to their intentions and
strategy.
Enquiring of management, reviewing
ASX announcements and reviewing
directors' minutes to ensure that the
Group had not decided to discontinue
activities in any applicable areas of
interest and to assess whether there are
any other facts or circumstances that
existed to indicate impairment testing
was required.
Evaluating management’s support
and calculations for the impairment
expense by checking:
-
-
The allocation of the expenditure
across the relevant tenements;
The mathematical accuracy of
the amount written down.
•
•
86
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia L td
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability i
mited by a scheme approved under Professional Standards Legislation.
l
Other information
The directors are responsible for the other information. The other information comprises the information in the
Group’s annual report for the year ended 30 June 2023, but does not include the financial report and the
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of 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 ability of the group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of this financial
report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
87
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 17 to 25 of the directors’ report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of DGR Global Limited, for the year ended 30 June 2023, 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.
BDO Audit Pty Ltd
T J Kendall
Director
Brisbane, 29 September 2023
BD
Ltd
Int
limi
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are mem bers of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability
limited by a scheme approved under Professional Standards Legislation.
88
DGR Global Limited
dgrglobal.com.au
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 22 August 2023.
Distribution of Equitable Securities
Analysis of number of equitable security holders by size of holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100.001 and over
Ordinary shares
Number of
holders
202
151
194
494
494
% of
total
shares
issued
13.16
9.84
12.64
32.18
32.18
1,535
100.00
Holding less than a marketable parcel
643
41.89
Equity Security Holders
Quoted options over
ordinary shares
% of
total
shares
issued
Number
of
holders
12
41
27
141
109
330
283
3.64
12.42
8.18
42.73
33,03
100.00
85.76
Twenty Largest Quoted Equity Security Holders: The names of the twenty largest security holders of quoted
equity securities are listed below:
Citicorp Nominees Pty Limited
Samuel Holdings Pty Ltd - The Samuel Discretionary A/C
J P Morgan Nominees Australia Pty Limited
Nicholas Mather & Judith Mather Mather Super Fund
Rookharp Capital Pty Limited
Samuel Holdings Pty Ltd - Samuel Discretionary A/C
Mr Yee Teck Teo
Fortunato Pty Ltd - The Mascolo Family A/C
BNP Paribas Nominees Pty Ltd - Ib Au Noms Retailclient Drp
Mr Martin James Hickling & Mrs Jane Frances Hickling - M & J Hickling
Super A/C
W & E Maas Holdings Pty Ltd
Pinegold Pty Ltd - Greg Runge Family S/F A/C
Mr Jeffrey Douglas Pappin
Dr Steven G Rodwell
Beta Gamma Pty Ltd - Walsh Street Super A/C
Frasama Pty Ltd - Jdp Super Fund A/C
Hayes Investments Co Pty Ltd
Mr William Gregory Runge & Mrs Wendy Kay Runge - The Greg Runge
Fund A/C
Mr Richard Cooney
Mather Foundation Limited – The Mather Foundation A/C
Ordinary Shares
Number held
214,624,007
% of total
shares
issued
20.56
86,641,924
77,599,247
53,839,375
27,423,077
19,958,285
19,631,000
17,789,527
17,503,623
16,250,000
14,423,077
12,000,000
11,810,701
11,030,508
9,464,972
8,504,167
7,521,610
7,200,000
7,140,244
7,020,788
8.30
7.44
5.16
2.63
1.91
1.88
1.70
1.68
1.56
1.38
1.15
1.13
1.06
0.91
0.81
0.72
0.69
0.68
0.67
647,376,132
62.02
89
DGR Global Limited
dgrglobal.com.au
SHAREHODER INFORMATION | for Year ended 30 June 2023 (continued).
Quoted Options Over Ordinary
Shares
Bizzell Capital Partners Pty Ltd
Tenstar Trading Limited
J P Morgan Nominees Australia Pty Limited
Samuel Holdings Pty Ltd - The Samuel Discretionary A/C
Rookharp Capital Pty Limited
W & E Maas Holdings Pty Limited - Maas Family A/C
Mr Jeffrey Douglas Pappin
Mr Samuel James Nichols
Love Moore Pty Ltd - Moore Love Superfund A/C
Dr Anthony Francis Chan
Jellyfish Superannuation Investments Pty Ltd - Medusa Superfund A/C
Mr John Anthony Kenna
Mr Andrew Thomas Gladman
Mr James Alexander Love
Canceler Pty Ltd - Clarence Super Fund A/C
Tian Xia Pty Ltd
Mr John Anthony Kenna
Mr Ashley Baxter
Mr Paul Simpson
Challenge Resources Pty Ltd
Number held
32,478,334
27,227,546
13,570,958
10,380,445
10,241,299
8,533,654
3,311,491
2,757,144
2,000,000
1,929,634
1,570,894
1,550,000
1,537,500
1,500,000
1,500,000
1,429,106
1,300,000
1,250,000
1,250,000
1,250,000
% of total
options
issued
19.68
16.50
8.22
6.29
6.20
5.17
2.01
1.67
1.21
1.17
0.95
0.94
0.93
0.91
0.91
0.87
0.79
0.76
0.76
0.76
Unquoted Equity Securities: There are no unquoted equity securities.
Substantial Holders Substantial holders in the Company are set out below:
126,568,005
76.70
Citicorp Nominees Pty Limited
Samuel Holdings Pty Ltd - The Samuel Discretionary A/C
J P Morgan Nominees Australia Pty Limited
Nicholas Mather & Judith Mather Mather Super Fund
Ordinary Shares
% of total
shares issued
20.56
8.30
7.44
5.16
Number held
214,624,007
86,641,924
77,599,247
53,839,375
Quoted Options Over Ordinary
Shares
Bizzell Capital Partners Pty Ltd
Tenstar Trading Limited
J P Morgan Nominees Australia Pty Limited
Samuel Holdings Pty Ltd - The Samuel Discretionary A/C
Rookharp Capital Pty Limited
W & E Maas Holdings Pty Limited - Maas Family A/C
Number held
32,478,334
27,227,546
13,570,958
10,380,445
10,241,299
8,533,654
% of total
options
issued
19.68
16.50
8.22
6.29
6.20
5.17
Voting Rights: The voting rights attached to ordinary shares are set out below:
Ordinary Shares:On a show of hands every member present at a meeting in person or by proxy shall have
one vote and upon a poll each share shall have one vote. There are no other classes of equity securities
90
DGR Global Limited
Tenements
dgrglobal.com.au
Tenure Type, Number and Name
Current Holder
Registere
d Interest
of Holder
(%)
Expiry Date
Status
ML 3678 - United Reefs Mine
ML 3741 - Shamrock Extended
ML 3748/ 50291 - Black Shamrock
ML3749 - North Chinaman
ML 3752 - Shamrock Tailings
ML 3753 - Shamrock Tailings Exte
ML 50148 - Tableland
EPM 19270 - Pandanus Creek
EPM 26265 - Britannia
EPM 26355 - Big Rush
EPM 26382 - Crooked Creek
EPM 26386 - Roebourne
EPM 27061 - Wade Creek
EPM 25525 - Mabel Jane
EPM 25963 - Leyshonview
EPM 25964 - Blind Freddy
EPM 25965 - Black Knob
EPM 25966 - Bulldog
EPM 27289 - Rannes West
EL 32032 - Blue Bush Bore
EL 32031 - Corella
EPM 19379 - Three Sisters
EPM 25948 - Hawkwood
EPM 26013 - Walkers Road
EPM 26248 - Titi Creek
EPM 26245 - Nerangy
EPM 26526 - Auburn
EPM 26259 - Therevale
EPM 18534 - Quaggy Creek
EPM 26523 - Calrossie
EPM 27217 - Quaggy Extended
EPM 27403 - Hawkwood Extended
EPM 27404 - Calrossie Extended
EPM 27405 - Quaggy South
EPM 27406 - Hawkwood South
EPM27614 - Argyle Creek
EPM 15134 - Gayndah
EPM 18451 - Calgoa
EPM 19087 - Mt Abbott
EPM 26274 - Euri Creek
EPM 26607 - Otter Ridge
EPM 27250 - Kolbar
DGR Global Ltd
DGR Global Ltd
DGR Global Ltd
DGR Global Ltd
DGR Global Ltd
DGR Global Ltd
DGR Global Ltd
Coolgarra Minerals Pty Ltd
Coolgarra Minerals Pty Ltd
Coolgarra Minerals Pty Ltd
Coolgarra Minerals Pty Ltd
Coolgarra Minerals Pty Ltd
Coolgarra Minerals Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Pinnacle Gold Pty Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Auburn Resources Ltd
Barlyne Mining Pty Ltd
Barlyne Mining Pty Ltd
Barlyne Mining Pty Ltd
Barlyne Mining Pty Ltd
Barlyne Mining Pty Ltd
Barlyne Mining Pty Ltd
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
100
100
100
100
100
100
100
100
100
100
100
100
100
31/05/2030
30/09/2030
30/04/2029
31/07/2027
31/01/2030
31/08/2030
30/04/2029
17/09/2024
15/03/2023
12/07/2024
08/05/2023
23/11/2023
20/05/2025
14/01/2023
23/12/2023
23/12/2023
23/12/2023
23/12/2023
16/10/2024
08/07/2025
08/07/2025
29/01/2024
10/02/2024
13/03/2024
29/01/2023
14/05/2023
03/01/2024
23/08/2023
11/10/2023
10/12/2023
27/08/2025
02/12/2025
02/12/2025
09/03/2026
02/12/2023
24/06/2024
29/09/2024
20/05/2023
28/07/2023
28/05/2025
12/07/2024
15/07/2023
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Pending1
Granted
Pending1
Granted
Granted
Pending1
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Granted
Pending1
Pending1
Granted
Pending1
Granted
Granted
Granted
Granted
Granted
Pending1
Granted
Pending1
Granted
Granted
Granted
Granted
Granted
Granted
91
DGR Global Limited
dgrglobal.com.au
TENEMENTS | for Year ended 30 June 2023 (continued).
Tenure Type, Number and Name
Current Holder
EPM 26769 - Stockhaven
Pennant Resources Pty Ltd
NT EL 32006 - Victoria River Downs
Pennant Resources Pty Ltd
NT EL 32008 - Cooee Hill
Pennant Resources Pty Ltd
NT EL 32009 - Williams Creek
Pennant Resources Pty Ltd
NT EL 32010 - Lagoon Creek West
Pennant Resources Pty Ltd
NT EL 32011 - Lagoon Creek
Pennant Resources Pty Ltd
NT EL 32012 - Lansen Creek
Pennant Resources Pty Ltd
NT EL 32013 - Parsons Creek
Pennant Resources Pty Ltd
NT EL 32014 - Newcastle Creek
Pennant Resources Pty Ltd
NT EL 32039 - Bullock Creek
Pennant Resources Pty Ltd
NT EL 31980 - Tanumbirini North
Pennant Resources Pty Ltd
NT EL 31981 - Tanumbirini South
Pennant Resources Pty Ltd
NT EL 32002 - Tanumbirini East
Pennant Resources Pty Ltd
EP25802 - Walford East (Sth N)
Ripple Resources Pty Ltd
EPM19833 - South Nicholson
Ripple Resources Pty Ltd
EPM19835 - Shadforth East (Sth N)
Ripple Resources Pty Ltd
EPM19836 - Shadforth (Sth N)
Ripple Resources Pty Ltd
EP25504 - Argyle Creek (Sth N)
Ripple Resources Pty Ltd
EPM25505 - Border (Sth N)
Ripple Resources Pty Ltd
EPM26497 - South Nicholson
Ripple Resources Pty Ltd
EP30494 - Statler & Waldorf
Ripple Resources Pty Ltd
EPM30817 - Victoria River Downs
Ripple Resources Pty Ltd
EP30818 - Birrindudu (VRD)
Ripple Resources Pty Ltd
EPM31012 - Carpentaria
Ripple Resources Pty Ltd
Kanywataba
Armour Energy Uganda SMC Ltd
Registered
Interest
of Holder
(%)
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
Date of Expiry
27/08/2024
Status
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
04/07/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
06/05/2025
Granted
19/05/2023
Granted
10/02/2025
Granted
10/09/2024
Granted
10/09/2024
09/11/2024
10/08/2023
19/10/2024
07/04/2023
14/02/2025
14/02/2025
29/09/2023
12/05/2025
Pending1
Pending1
Pending1
Pending1
Granted
Granted
Pending1
Pending1
Granted
Granted
Turaco
1Pending tenements are those that have renewals or applications currently lodged.
DGR Energy Turaco Uganda - SMC Ltd
100
12/05/2027
92