Europa Metals Ltd
A.C.N. 097 532 137
Annual Report
For the year ended
30 June 2024
Europa Metals Ltd
A.C.N. 097 532 137
Contents
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Page No.
Chairman and Interim-CEO’s Statement
3
Corporate Information
5
Directors’ Report
6
Corporate Governance Statement
22
Consolidated Statement of Profit or Loss and Other Comprehensive Income
29
Consolidated Statement of Financial Position
30
Consolidated Statement of Cash Flows
31
Consolidated Statement of Changes in Equity
32
Notes to the Consolidated Financial Statements
33
Consolidated Entity Disclosure Statement
52
Directors’ Declaration
53
Independent Auditor’s Report
54
Auditor’s Independence Declaration
57
Additional JSE Information
58
Europa Metals Ltd
A.C.N. 097 532 137
Chairman and Interim-CEO’s Statement
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Dear Fellow Shareholders,
During the financial year ended 30 June 2024 and subsequently, Europa Metals Ltd (“Europa Metals” or the
“Company”) has been steadily advancing the Toral project via the third party definitive agreement with Denarius
Metals Corp (Cboe:DMET, OTCQB:DNRSF).
Results were received from the 2023 drilling campaign, with assays from seven drill holes at Toral each reporting
significant mineralization:
•
TOD-044 of 7.95m@4.46% ZnEq(PbAg), including:
o
4.25m@6.17% ZnEq(PbAg); and
o
1.55m@11.40% ZnEq(PbAg)
•
TOD-045 of 4.95m@22.71% ZnEq(PbAg)
•
TOD-046 of 1.50m@11.64% ZnEq(PbAg), including:
o
1.00m@15.84% ZnEq(PbAg)
•
TOD-047 of 0.6m@18.34% ZnEq(PbAg) and 2.4m@3.72% ZnEq(PbAg)
•
TOD-048 of 4.7m@6.68% ZnEq(PbAg), including:
o
1.65m@14.41% ZnEq(PbAg)
•
TOD-048 of 6.65m@8.12% ZnEq(PbAg) including:
o
3.80m@12.58% ZnEq(PbAg)
•
TOD-049 of 5.00m@6.91% ZnEq(PbAg), including:
o
1.25m@20.93% ZnEq(PbAg)
•
TOD-050 of 3.90m@10.30% ZnEq(PbAg), including:
o
1.45m@20.69% ZnEq(PbAg)
•
TOD-050 of 2.4m@4.98% ZnEq(PbAg)
In October of 2023 a submission to the Junta of Castilla and Leon for a mining licence was completed with all
necessary documentation covering the exploitation, restoration and environmental impact study being submitted.
In summary the submission envisages a life of mine of 15 years, mining on average 700,000t of ore per year
from underground, based on the deposit whose technical, economic and environmental feasibility is in
accordance with the laws and regulations of the region of Castilla y Leon. Including pre-production and closure
plans, Toral's 18 year operations will create over 360 direct local employment opportunities and approximately
1,400 indirect jobs in the region.
Europa and Denarius, as part of the agreement, have also signaled the ambition to secure potential further
concessions in the surrounding Northern Spain region therefore expanding the footprint around Toral with
several applications being made over exploration ground during the period.
Subsequent to the reporting period, Europa announced in September 2024 the proposed sale of the Toral Project
to Denarius for 7,000,000 shares in Denarius (Cboe:DMET) at CAD$0.50, for a total value of CAD$3.5m. This
proposal was successfully passed by all shareholders at an extraordinary general meeting on 25th October 2024.
This makes Europa a significant shareholding in a fast-growing Canadian mining company in Denarius and gives
exposure to not only Toral, which we know very well, but also Zancudo, a gold mine coming on stream in
Colombia in the next six months, restarting the AquaBlanca nickel-copper mine in southern Spain, and Lomero
Poyatos, a polymetallic Cu-Au-Zn-Pb_Ag deposit in southern Spain.
Over the coming period, the Board will continue with its endeavours to capitalise on the potential of its
shareholding in Denarius.
In last year’s statement I signaled that Europa would pursue our stated business development strategy and
identify promising complimentary opportunities for portfolio expansion. In September we announced the intention
to acquire Viridian metals who own 100% of the Tynagh brownfield Pb/Zn/Cu/Ag project in the Republic of Ireland
(the "Proposed Transaction").
The Tynagh minesite operated as an oxide open pit and laterly as a small sulphide underground operation
between 1973 and 1980, where from the open pit they mined secondary oxidised material containing 16-18%
Europa Metals Ltd
A.C.N. 097 532 137
Chairman and Interim-CEO’s Statement
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combined zinc and lead. This oxidised material and limited processing technology at the time led to poor recovery
of the metals resulting in a high grade tailings product.
Today there is a 6.7Mt surface waste Mineral Resource declared in terms of the Candian Institute of Mining,
Metallurgy and Petroleum Definition Standards ("CIM Definition Standards") and reported in an NI 43-101, at the
site, plus a possible 3.0mt of non compliant resources:
•
4.0mt@6.1% combined Zn+Pb, 1.4 Oz/t Ag (44g/t Ag), 18.95% BaO
•
2.7mt@1.7% combined Zn+Pb, 0.4 Oz/t Ag (13g/t Ag), 9.5% BaO
Viridian understands that the prior operators had realised that much of the original metal content would be in the
tailings and that re-treatment may be possible and carefully stored and segregated the material with this in mind.
The metal content in the tailings facility is an equivalent grade to what is being mined underground elsewhere
today.
It is envisaged that Europa will undertake the necessary requirements to conclude a definitive feasibility study
and apply for an operating licence for the re-cycle and reclamation project. In addition, we will conduct
exploratory drilling on the historical hard rock resources within the lease, looking to upgrade the Zn/Pb/Ag
resources to a 43-101/JORC standard and also define further the significant Cu intersections previously drilled.
It is the intention that Julian Vickers will become Chief Executive Officer of the Company on completion of the
transaction. Julian identified Tynagh over 10 years ago and has both funded and led the technical advancement
of the project since its inception. Julian graduated with a first class honours degree in Mining Geology from the
Royal School of Mines, Imperial College, in 1987 and also holds an MBA from the London Business School. He
has wide experience of deal making and financing in the natural resources sector and has spent 35 years in
technical, commercial and financial roles within the industry.
The existing Europa management team and board will remain with Myles Campion, Chairman, Dan Smith as
COSec and NED, and Evan Kirby, Non Executive Director, who was until recently the Chief Metallurgist at
Jubilee Metals. Further appointments will be made as required.
In conclusion, the Europa Metals board, with announcing the most recent proposed transactions, is looking to
put the company on a firm financial footing via its access to equity in Denarius and on a pathway to exploration
success and production at Tynagh.
Myles Campion
Executive Chairman and Interim-CEO
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Information
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Directors:
Myles Campion
Evan Kirby
Daniel Smith
Company Secretary:
Daniel Smith
Auditor:
BDO Audit Pty Ltd
Level 9, Mia Yellagonga Tower
5 Spring Street
Perth WA 6000 AUSTRALIA
Telephone: (+61 8) 6382 4600
Facsimile: (+61 8) 6382 4601
Nominated Advisor (Nomad) and Broker:
Beaumont Cornish Limited
Building 3
566 Chiswick High road
London, W4 5YA
JSE Sponsor:
Questco Corporate Advisory Proprietary Limited
Ground Floor, Block C, Investment Place
10th Road, Hyde Park, 2196
Banker:
National Australia Bank
Perth Central Business Banking Centre
UB13.03, 100 St Georges Terrace
Perth WA 6000 AUSTRALIA
Telephone: 13 22 65
UK Lawyer:
Joelson JD LLP
30 Portland Place
London W1B 1LZ, United Kingdom
Telephone: +44 20 7580 5721
Share Registry:
Computershare Investor Services Pty Limited
Level 17, 221 St Georges Terrace
Perth WA 6000 AUSTRALIA
Telephone: (+61 8) 9323 2000
Facsimile: (+61 8) 9323 2033
Registered and Principal Office:
c/o Minerva Corporate Pty Limited
Level 8, 99 St Georges Terrace
Perth WA 6000 AUSTRALIA
Telephone: (+61 8) 9486 4036
Facsimile: (+61 8) 9486 4799
Website: www.europametals.com
Email: info@europametals.com
Stock Exchange Listings:
Europa Metals Ltd’s ordinary shares are quoted on the AIM market of the London Stock Exchange plc
(AIM:EUZ) and are also listed on JSE AltX (AltX:EUZ).
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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The Directors of Europa Metals Ltd (“Europa Metals” or the “Company”) (the “Directors”) present their report for
the financial year ended 30 June 2024.
Directors
The names and details of the Directors in office during the financial year and at the date of this report are set out
below:
Each Director was in office for the entire reporting period unless otherwise stated.
Dr Evan Kirby (Age 73), BSc (Hons) Metallurgy, PhD Metallurgy, Non-Executive Director
Experience and
expertise
Dr Kirby is a metallurgist with over 40 years of experience in the mining sector. He
has held senior management positions with Rand Mines and Rustenburg Platinum
Mines and worked as a director and technical consultant for a number of mining
companies.
Other current
directorships
Director of Bezant Resources plc (AIM: BZT), Director of Kendrick Resources plc
(AIM:KEN)
Former directorships
over the past 3 years
New Energy Minerals (ASX: NXE), Nyota Minerals Limited (ASX & AIM: NYO),
Jubilee Metals Group plc (AIM: JLP)
Special
responsibilities
Non-Executive Director
Chairman of the Remuneration Committee
Chairman of the Nominations Committee
Member of the Audit and Risk Management Committees
Member of the Technical Committee (Informal)
Interests in shares
and options
Ordinary Shares in Europa Metals Ltd
318,723
Options held in Europa Metals Ltd
-
Myles Campion (Age 55), BSc Geology (Hons), MSc Mineral Exploration, Executive Chairman /
Interim-CEO / Technical Director
Experience and
expertise
Mr Campion served as a Fund Manager of Oceanic Asset Management Pty Ltd,
Australian Natural Resources OEIC and Global Connections Funds plc – Junior
Resources Fund. Mr Campion has 24 years’ experience in the natural resources
sector, including as a Resource analyst, Fund Manager, equities research and
project and debt financing. He has over 10 years’ experience as a field geologist that
includes success at the Emily Ann Nickel Sulphide Mine. He was based in London
for five years working at Barclays Capital in their natural resources team and as a
Senior Resource Analyst at WH Ireland. He also served as Fund Manager of CF
Global Resources Fund.
He held the role of Project Geologist at LionOre responsible for the exploration,
discovery and BFS completion of the Emily Ann Nickel Sulphide Mine. Mr Campion’s
financial experience ranges from Australian and UK equities research through to
project and debt financing in London, covering the entire spectrum of mining
companies with an extensive knowledge of the global resources market covering the
three main bourses, the Toronto Stock Exchange, AIM and the ASX. He holds a
Graduate Diploma of Business (Finance) and is an Associate of the Royal School of
Mines. Mr Campion earned an M.Sc. in Minerals Exploration from the Royal School
of Mines in London and B.Sc. Honours in Geology from University of Wales College
Cardiff.
Other current
directorships
Director of Virico (IOM) Limited
Director of DY6 Metals Ltd (ASX:DY6)
Former directorships
over the past 3 years
None
Special
responsibilities
Executive Chairman / Interim-CEO / Technical Director
Member of the Remuneration Committee
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
7 | P a g e
Chairman of the Technical Committee (Informal)
Interests in shares
and options
Ordinary Shares in Europa Metals Ltd
5,108,182
Options held in Europa Metals Ltd
1,000,000
Daniel Smith (Age 40), BA (International Relations), FGIA, GradDip ACG, Non-Executive Director,
Company Secretary
Experience and
expertise
Mr Smith is a Fellow of the Governance Institute of Australia and has over 15 years’
primary and secondary capital markets expertise. As a director of Minerva
Corporate, he has advised on, and been involved in, a significant number of IPOs,
RTOs and capital raisings on both the ASX and NSX.
Mr Smith is currently a director and/or company secretary of a number of companies
listed on ASX, NSX and AIM. He holds a BA in International Relations from Curtin
University, Western Australia.
Other current
directorships
Director of Lachlan Star Limited (ASX:LSA)
Director of QX Resources Limited (ASX:QXR)
Director of White Cliff Minerals Limited (ASX:WCN)
Director of Nelson Resources (ASX:NES)
Director of DY6 Metals Ltd (ASX:DY6)
Former directorships
over the past 3 years
Artemis Resources Limited (ASX/AIM:ARV), Alien Metals Ltd (AIM:UFO)
Special
responsibilities
Company Secretary
Member of the Remuneration Committee
Member of the Nominations Committee
Chairman of Audit and Risk Committee
Interests in shares
and options
Ordinary Shares in Europa Metals Ltd
500,000
Options held in Europa Metals Ltd
1,000,000
Corporate
Proposed disposal of Toral Project to Denarius Metals Corp. (“Denarius”)
On 23 November 2022, Europa Metals entered into a definitive option agreement (the "Toral Definitive
Agreement") with Denarius pursuant to which Europa granted two options to Denarius to acquire up to an 80%
ownership interest in Europa Metals Iberia S.L. ("EMI"), a wholly-owned Spanish subsidiary of Europa which
holds the Toral Zn-Pb-Ag Project.
Pursuant to the Toral Definitive Agreement, Denarius was granted a First Option, exercisable until November
22, 2025 (subject to a 90-day extension in certain circumstances), to subscribe for a 51% equity interest in EMI
by:
(i)
spending, as operator, a total of USD$4,000,000 on the Toral Project over the three-year period,
(ii)
completing a preliminary economic assessment, and
(iii)
completing and submitting a mining license application in respect of the Toral Project to the local
mining authority by July 31, 2023.
Whilst Denarius has been undertaking ongoing work at Toral to satisfy the First Option conditions, Europa has
now signed a binding letter of intent (“LOI”) with Denarius, who will, subject to shareholder approval, acquire
100% of the issued and outstanding shares of Europa Metals Iberia S.L. (“EMI”) (the “Transaction”), a wholly
owned Spanish subsidiary of Europa which holds the Toral Project in the Leon Province, Northern Spain.
Transaction Highlights
•
Purchase price of CAD$3,500,000 in equity in Denarius, through the issuance of 7,000,000 common
shares in Denarius at a deemed issue price of CAD$0.50 per share
•
The Denarius shares will be subject to a 4-month hold period following issuance
•
The Transaction will provide Europa with exposure to Denarius’ portfolio of projects within Spain and
Columbia
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Issue of shares to directors
In December 2023, the Company issued 3,500,000 new Ordinary Shares to two directors of the Company following
the conversion of performance rights. The relevant performance milestone conditions for the performance rights
were achieved during the course of the year. Refer to the RNS of 24 January 2024 for further details.
Change of Nomad and Broker
On 9 October 2023, the Company advised of the appointment of Beaumont Cornish Limited as Nomad and
Broker.
Shareholder Meetings
On 30 November 2023, the Company held its Annual General Meeting whereby all resolutions were duly
approved by shareholders by way of a poll.
Dividends
No dividend has been paid or declared since the start of the financial year and the Directors do not recommend
the payment of a dividend in respect of the financial year (2023 Nil).
Principal activities
The principal activity of the entities within the consolidated entity and its associates during the financial year was
that of exploration for minerals.
Risk Management
The Board of Directors review the key risks associated with conducting exploration and evaluation activities and
steps to manage those risks. The key material risks faced by the Group include:
Exploration and development
The future value of the Group will depend on its ability to find and develop resources that are economically
recoverable. Mineral exploration and development is a speculative undertaking that may be impeded by
circumstances and factors beyond the control of the Group.
Success in this process involves, amongst other things; discovery and proving-up an economically recoverable
resources or reserves, access to adequate capital throughout the project development phases, securing and
maintaining title to mineral exploration projects, obtaining required development consents and approvals, access
to competent management and appropriately skilled personnel and environmental risks.
The Group is entirely dependent upon its projects, which are the sole potential source of future revenue, and
any adverse development affecting these projects would have a material adverse effect on the Group, its
business, prospects, results of operations and financial condition.
Economic Conditions
Factors such as (but not limited to) political movements, stock market fluctuations, interest rates, inflation levels,
commodity prices, industrial disruption, taxation changes and legislative or regulatory changes, may all have an
adverse impact on the Group’s projects, availability of commercial opportunities and the Group’s share price.
Future funding risk
Continued exploration and evaluation is dependent on the Group being able to secure future funding from equity
markets as required. There can be no assurance that such funding will be available on satisfactory terms or at
all at the relevant time. Any inability to obtain sufficient financing for the Group’s activities and future projects
may result in the delay or cancellation of certain activities or projects, which would likely adversely affect the
potential growth of the Group.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Review of operations and activities
Lead-Zinc-Silver Exploration Project, Spain
The Toral Project is situated in northwest Spain in a world class mining jurisdiction which provides the opportunity
to create new mines within well-established environmental and mining frameworks and with access to first class
power and transport infrastructure. Toral represents a limestone hosted, structurally controlled deposit with the
Pb, Zn, Ag mineralisation situated within the limestone close to the boundary between footwall slates and
hanging wall limestones and dolomites. The mineralisation occurs as semi-massive vein, breccia and carbonate
replacement styles of mineralisation.
The Toral deposit currently has a JORC (2012) compliant indicated mineral resource estimate of approximately
7Mt @ 8.1% Zn Equivalent (including Pb credits), 5% Zn, 3.7% Pb and 29g/t Ag, containing approximately
349,000 tonnes of zinc, 260,000 tonnes of lead and 6.6 million ounces of silver. This is contained within a total
mineral resource of 20Mt @ 6.8% Zn Equivalent (including Pb credits), 4.4% Zn, 2.8% Pb and 23 g/t Ag.
On November 23, 2022, Europa Metals Ltd entered into a definitive option agreement (the “Toral Definitive
Agreement”) with Denarius Metals Corp. (“Denarius”) pursuant to which Europa has granted two options to
Denarius to acquire up to an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly-owned
Spanish subsidiary of Europa which holds the Toral Zn-Pb-Ag Project.
Pursuant to the Toral Definitive Agreement, Denarius has been granted a First Option, exercisable until
November 22, 2025 (subject to a 90-day extension in certain circumstances), to subscribe for a 51% equity
interest in EMI by:
(i)
spending, as operator, a total of USD$4,000,000 on the Toral Project over the three-year period,
(ii)
completing a preliminary economic assessment, and
(iii)
completing and submitting a mining license application in respect of the Toral Project to the local
mining authority by July 31, 2023.
Mining Licence Application
Formal application for a mining licence has been completed in October 2023 over the Toral Pb, Zn & Ag project.
All necessary studies have now been completed and lodged with the relevant authorities and departments within
the Castille and Leon regional government.
Highlights:
•
Submission to the “Junta of Castilla and Leon” completed.
•
All necessary documentation covering the exploitation, restoration and environmental impact study was
submitted.
•
The submission envisages a life of mine of 15 years, mining on average 700,000t of ore per year from
underground.
•
Including pre-production and closure plans, Toral’s 18-year operations will create over 360 direct local
employment opportunities and approximately 1,400 indirect jobs in the region.
•
This submission has been based on the deposit whose technical, economic and environmental feasibility
is in accordance with the laws and regulations of the region of Castilla y Leon.
•
Such project assessment will be formally reported on in the expected preliminary economic assessment
in accordance with the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”) Definition
Standards incorporated by reference in National Instrument 43-101 expected to be prepared in 2024.
Exploitation Plan
Due to the subvertical geometry of the Toral deposit and its combination of depth and thickness, underground
mining is considered to be the most technically, economically, and environmentally viable development option.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Figure 1 General on surface facilities layout distribution
The basis for the development plan utilised the existing JORC resource from November 2022; since the
beginning of 2023 the Company’s Spanish engineering group, Mining Sense, has applied many factors to this
Resource such as commodity pricing, base load power costs, dilution factors and trade-off studies with the
objective of reviewing various development scenarios. Based on the work carried out, it was determined that the
extension, volume and ore grades have been duly estimated to define a mineable deposit whose technical,
economic and environmental feasibility is supported by the documentation and in accordance with the laws and
regulations of the region of Castille y Leon. Such project assessment will be formally reported on in the expected
preliminary economic assessment to national Instrument standards 43-101 expected to be published in 2024.
Drilling
On the 4th of August 2023, Europa Metals was pleased to announce the latest assay results from its ongoing
validation and infill diamond drilling programme, being conducted by Explomin Perforaciones UE S.L.
(“Explomin”), at the Company’s 100% owned Toral Pb, Zn & Ag project (“Toral” or the “Toral Project”) in
northwest Spain. This drilling programme forms part of the 2023 exploration campaign agreed between the
Company and Denarius Metals Corp (TSXV:DSLV; OTCQX: DNSRF) (“Denarius”) pursuant to the definitive
option agreement dated 22 November 2022, further details of which are set out in the Company’s announcement
of 23 November 2022.
In addition, detailed environmental studies are now nearing completion which are required to finalise the formal
submission of the Company’s mining licence application to the Mines Department of Castilla y León.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Competent Person’s Statement
The information above that relates to Exploration Results is based on information compiled by Mr J.N. Hogg,
MSc. MAIG Principal Geologist for AMS, an independent Competent Person within the meaning of the JORC
(2012) code and qualified person under the AIM Note for Mining and Oil & Gas Companies. Mr Hogg has
reviewed and verified the technical information that forms the basis of, and has been referred to in the preparation
of this annual report including all analytical data, diamond drill hole logs, QA/QC data, density measurements,
and sampling, diamond drilling and analytical techniques. Mr Hogg consents to the inclusion in this annual report
of the matters based on the information, in the form and context in which it appears. Mr Hogg has also reviewed
and approved the technical information in his capacity as a qualified person under the AIM Rules for Companies.
Financial Position
In carrying out its operations during the reporting period, the Group has incurred a loss after income tax for the
period from 1 July 2023 to 30 June 2024 of $632,780 (2023: loss of $3,380,397). The Group had net assets of
$5,975 (2023: $558,267) as set out in the Consolidated Statement of Financial Position.
Significant changes in the Group’s state of affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the Company that
occurred during the financial year under review not otherwise disclosed in this report.
Significant events after the reporting date
There are subsequent events to report, as follows:
On 17 September 2024, the Company announced that it had entered into a binding letter of intent with Denarius
Metals Corp in relation to the proposed disposal of the Toral Project.
On 17 October 2024, the Company announced that it had entered into a conditional Term Sheet with Viridian
Metals Ireland Limited in relation to the proposed acquisition of Viridian and its wholly-owned Tynagh brownfield
Pb/Zn/Cu/Ag project in the Republic of Ireland.
At the Company’s General Meeting held on 25 October 2024, Shareholders overwhelmingly voted in favour of
the resolution to dispose of the Toral project to Denarius Metals.
No other matters or circumstances have arisen since the end of the financial year, other than as noted above,
that may significantly affect the operations of the Company, the results of these operations, or the state of affairs
in future financial years.
Likely developments and expected results
The proposed disposal of Toral was approved by Shareholders on 25 October 2024. As such, if the transaction
completes, pursuant to AIM Rule 15, the Company will become an ‘AIM Rule 15 cash shell’ and, as such, will
have six months from completion to make an acquisition or acquisitions which constitute a reverse takeover
under AIM Rule 14 after which the Shares would be suspended.
As announced by the Company on 17 October 2024, Europa has entered into a conditional Term Sheet with
Viridian Metals Ireland Limited in relation to the proposed acquisition of Viridian and its wholly-owned Tynagh
brownfield Pb/Zn/Cu/Ag project in the Republic of Ireland.
Environmental regulation and performance
The Group’s activities are subject to Spanish legislation relating to the protection of the environment. The Group
is subject to significant environmental legal regulations in respect to its exploration and evaluation activities. The
Group is in compliance with the NGER Act 2007.
There have been no known breaches of these regulations and principles.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Indemnification and Insurance of Directors and officers
The Group has entered into deeds of access and indemnity with the officers of the Group, indemnifying them
against liability incurred, including costs and expenses in defending any legal proceedings. The indemnity
applies to a liability for costs and expenses incurred by the Director or officer acting in their capacity as a director
or officer.
Except in the case of a liability for legal costs and expenses, it does not extend to a liability that is:
(a)
owed to the Group or a related body corporate of the Group;
(b) for a pecuniary penalty order under section 1317G or a compensation order under section 1317H or section
1317HA of the Corporations Act 2001; or
(c)
owed to someone other than the Group or a related body corporate of the Company where the liability did
not arise out of conduct in good faith.
Similarly, the indemnity does not extend to liability for legal costs and expenses:
(a)
in defending proceedings in which the officer is found to have a liability described in paragraph (a), (b) or
(c) above;
(b) in proceedings successfully brought by the Australian Securities and Investments Commission or a
liquidator; or
(c)
in connection with proceedings for relief under the Corporations Act 2001 in which the court denies the relief.
During or since the financial year end, the Company has paid premiums in respect of a contract insuring all the
Directors and officers. The terms of the contract prohibit the disclosure of the details of the insurance contract
and premiums paid.
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, BDO Audit Pty Ltd, as part of
the terms of its audit engagement agreement against claims by third parties arising from the audit (for an
unspecified amount). No payment has been made to indemnify BDO Audit Pty Ltd during or since the financial
year end.
Non-audit services
The Group may decide to employ the auditor on assignments additional to its statutory audit duties where the
auditor’s expertise and experience with the Group are important.
Details of the amounts paid or payable to the Group’s auditors, BDO International for non-audit services provided
during the financial year are set out below.
2024
2023
$
$
Remuneration of the auditor, BDO International for Group
and subsidiary statutory reporting:
-
tax compliance services
9,270
12,121
9,270
12,121
The Board of Directors are satisfied that the provision of non-audit services by the auditor is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of
the non-audit services provided do not compromise the independence of the auditor.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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Directors’ meetings
Meetings of directors held and their attendance during the financial year were as follows:
Board Meetings
Director
Eligible
Attended
Evan Kirby
3
3
Myles Campion
3
3
Daniel Smith
3
3
Remuneration Report (audited)
This Remuneration Report outlines the Director and executive remuneration arrangements of the Company and
the consolidated entity in accordance with the requirements of the Corporations Act 2001 and its Regulations.
For the purpose of this report, Key Management Personnel (KMP) of the consolidated entity are defined as those
persons having authority and responsibility for planning, directing and controlling the major activities of the
Company and the Group, directly or indirectly, and includes Directors of the Company.
The information provided in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001.
The Remuneration Report is presented under the following sections:
1. Individual KMP disclosures
2. Remuneration at a glance
3. Board of Directors (the “Board”) oversight of remuneration
4. Non-executive director remuneration arrangements
5. Executive remuneration arrangements
6. Directors and KMP contractual arrangements
7. Equity instruments disclosures
8. Loans to KMP and their related parties
9. Transactions with KMP and their related parties
1. Individual key management personnel disclosures
(i) Directors:
Name
Role
Appointed
Resigned
Evan Kirby
Non-Executive Director
31 March 2016
-
Myles Campion Executive Technical Director
Executive Chairman
Interim-CEO
17 October 2017
4 August 2020
2 February 2022
-
-
-
Daniel Smith
Non-Executive Director
Company Secretary
16 January 2018
16 January 2018
-
-
(ii) Executives:
Name
Role
Appointed
Myles Campion
Executive Chairman and interim Chief
Executive Officer
4 August 2020 and 2 February
2022
2.
Remuneration at a glance
The performance of the Group depends upon the quality of its directors and executives. To prosper, the Group
must attract, motivate and retain highly skilled directors and executives.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
14 | P a g e
Remuneration Report (audited) continued
To this end, the Company embodies the following principles in its remuneration framework:
▪
Provide competitive rewards to attract high calibre executives;
▪
Link executive rewards to shareholder value; and
▪
Provide significant portions of executive remuneration “at risk” through participation in incentive plans
Shares and options issued under incentive plans provide an incentive to stay with the Group. At this stage,
shares and options issued do not have financial performance criteria attached. This policy is considered to be
appropriate for the Group, having regard to the current state of its development.
The Company has established a directors’ and executives’ salary sacrifice plan, pursuant to which individuals
may elect for a nominated fixed period to sacrifice all or an agreed percentage of their salary or fees to be applied
in the subscription for on-market purchase of shares in the Company. As such shares may not be purchased or
subscribed for during periods that are close periods or when individuals are in possession of inside information,
the entitlement to subscribe for shares is determined by calculating the number of shares using the market price
for the month concerned. The plan was established to allow for the subsequent settlement of salary or fees from
1 April 2012. Directors and executives have previously elected to participate in the plan with effect from that
date. During the period to 30 June 2024 no Directors or executives participated (2023: Nil) in such salary sacrifice
plan. Shares listed under the plan are not subject to performance conditions. Shareholder approval for the plan
and for the issue of shares under the plan was obtained on 8 August 2012.
The Company also recognised that, at this stage in its development, it is most economical to have only a few
employees and to draw, as appropriate, upon a pool of consultants selected by the Directors on the basis of their
known management, geoscientific, engineering and other professional and technical expertise and experience.
The Company will nevertheless seek to apply the principles described above to its Directors and executives,
whether they are employees of or consultants to the Company.
3.
Board oversight of remuneration
Remuneration Committee Responsibilities
A Remuneration Committee was established on 14 January 2010 and reconstituted on 15 October 2010 and
again on 9 March 2015.
The Committee assesses the appropriateness of the nature and amount of remuneration of Directors and senior
executives 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.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive and executive director
remuneration is separate and distinct.
4.
Non-Executive Director remuneration arrangements
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract
and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Company’s Constitution specifies that the aggregate remuneration of Non-Executive Directors must be
determined from time to time by shareholders of the Company in a general meeting. An amount not exceeding
the amount determined is then divided between the Non-Executive Directors as agreed. The current aggregate
limit of remuneration for non-executive directors is $250,000 as approved at the 2010 Annual General Meeting
of Shareholders.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
15 | P a g e
Remuneration Report (audited) continued
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is
apportioned amongst Non-Executive Directors is reviewed annually. The Board may consider advice from
external consultants, as well as the fees paid to Non-Executive Directors of comparable companies, when
undertaking the annual review process. No remuneration or external consultants were used during the financial
year.
Each Non-Executive Director receives a fee for being a Director of the Company. No additional fee is paid for
participating in Board Committees.
Non-Executive Directors may participate in the Company’s share and option plans as described in this report.
Mr Evan Kirby is on a contract dated 31 March 2016, which provides for a fixed fee of $3,000 per month. Mr
Daniel Smith (through Minerva Corporate Pty Ltd) is on a contract dated 15 January 2018 which provides for a
fixed fee of $3,000 per month.
5.
Executive remuneration arrangements
Objective
The Group aims to reward executives with a level and mix of remuneration commensurate with their position
and responsibilities within the Group and so as to:
•
reward executives for Group, business, team and individual performance;
•
align the interests of executives with those of shareholders; and
•
ensure total remuneration is competitive by market standards.
Structure
•
At this time, the cash component of remuneration paid to executive Directors, the Company Secretary and
other senior managers is not dependent upon the satisfaction of performance conditions.
•
It is current policy that some executives be engaged by way of consultancy agreements with the Company,
under which they receive a contract rate based upon the number of hours of service supplied to the
Company. There is provision for yearly review and adjustment based on consumer price indices. Such
remuneration is hence not dependent upon the achievement of specific performance conditions. This
policy is considered to be appropriate for the Company, having regard to the current state of its
development.
•
The Executive Directors may also participate in the Company’s share and option plans as described in
this report, including the salary sacrifice share plan. Refer to page 19 for details of options previously
granted.
Performance table
The following table details the net profit / (loss) of the Company from continuing operations after income tax,
together with the basic earnings / (loss) per share for the last five financial years:
2024
2023
$
2022
$
2021
$
2020
$
Net (loss) from continuing operations
after income tax
(632,780)
(3,380,397)
(2,463,069)
(3,258,664)
(2,362,660)
Basic (loss) per share in cents
(0.66)
(3.83)
(3.57)
(7.03)
(7.67)
Share Price in cents
0.01
0.02
0.05
0.18
0.11
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
16 | P a g e
Remuneration Report (audited) continued
6.
Executive contractual arrangements
Myles Campion – Executive Chairman / Interim-CEO / Technical Director
Salary
£130,000 (A$249,979) per annum
Term
Ongoing
Termination
6 months notice period by either party
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
17 | P a g e
Remuneration report (audited) continued
Remuneration of key management personnel of the Company and the Consolidated Entity
Table 1: Remuneration for the years ended 30 June 2023 and 30 June 2024
Short-term benefits
Post-employment
Long-term benefits
Share-based payments
Total
Performance
related
Salary &
fees
Cash
bonus
Superannuation
Cash
Incentives
Long
Service
Leave
Options3
Shares1
Performance
Rights2
$
$
$
$
$
$
$
$
$
%
Non-executive directors
Evan Kirby
2024
36,000
-
-
-
-
1,609
-
-
37,609
-
2023
26,412
-
-
-
-
3,861
9,000
-
39,273
-
Daniel Smith
2024
36,000
-
-
-
-
1,287
-
9,551
46,838
20
2023
36,000
-
-
-
-
24,403
-
14,776
75,179
20
Subtotal Non-executive
directors
2024
72,000
-
-
-
-
2,896
-
9,551
84,447
-
Subtotal Non-executive
directors
2023
62,412
-
-
-
-
28,264
9,000
14,776
114,452
-
Executive directors
Myles Campion
2024
249,233
-
10,315
-
-
10,411
-
57,307
327,266
18
2023
171,096
-
9,220
-
-
46,301
66,790
88,657
382,064
23
Subtotal executive
directors
2024
249,233
-
10,315
-
-
10,411
-
57,307
327,266
-
Subtotal executive
directors
2023
171,096
-
9,220
-
-
46,301
66,790
88,657
382,064
-
Total KMP
2024
321,233
-
10,315
-
-
13,307
-
66,858
411,713
-
Total KMP
2023
233,508
-
9,220
-
-
74,565
75,790
103,433
496,516
-
1 50% of certain directors’ salaries and fees from 1 January 2022 were accrued/deferred and settled through the issue of new shares in July 2022 and January 2023.
2 3,500,000 performance rights issued in January 2023 expiring January 2025 (note 17).
3 Options issued to directors are expensed over the vesting period (note 17).
4 Including amounts outstanding at 30 June 2024 (note 17).
Refer to Page 13 for all appointment dates.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
18 | P a g e
Remuneration report (audited) continued
7.
Equity instrument disclosures
Table 2: Share holdings
2024
Shares
Balance
Rights
On
Exercise
Net Change
Balance
1-July-23
Exercised
of Options
Other
30-Jun-24
Directors
Evan Kirby
318,723
-
-
-
318,723
Myles Campion
2,108,182
3,000,000
-
-
5,108,182
Daniel Smith
-
500,000
-
-
500,000
2,426,905
3,500,000
-
-
5,926,905
Table 3: Option holdings
2024
Options
Balance
Granted
Received as
Expired
Balance
Vested & Exercisable
1-July-2023
Remuneration
30-Jun-24
30-Jun-24
Directors
Evan Kirby
345,000
-
-
(345,000)
-
-
Myles
Campion
2,591,667
-
-
(1,591,667)
1,000,000
1,000,000
Daniel Smith
1,180,000
-
-
(180,000)
1,000,000
1,000,000
3,336,667
-
-
(2,116,667)
2,000,000
2,000,000
Fair value of options granted
The value of the above services could not be reliably measured so the fair value of the options issued was used instead.
The fair value at the grant date of options issued is determined using the Black-Scholes model that takes into account
the exercise price, the term of the option, the impact of dilution, the non-tradable nature of the option, the share price at
the 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.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
19 | P a g e
Remuneration report (audited) continued
The tables below summarises the model inputs for options granted during the financial year ended 30 June 2021:
Directors - December 2020
Executive Directors
Non-executive
directors
Tranche 1
Tranche 2
Tranche 3
Tranche 2
Options granted for no consideration
400,000
400,000
400,000
180,000
Exercise price (GBP)
0.089
0.089
0.089
0.129
Issue date
18/12/20
18/12/20
18/12/20
18/12/20
Expiry date
18/12/23
18/12/23
18/12/23
18/12/23
Underlying security spot price at grant date
(GBP)
0.095
0.095
0.095
0.095
Expected price volatility of the Company’s
shares
125%
125%
125%
125%
Expected dividend yield
0%
0%
0%
0%
Expected life (years)
3
3
3
3
Risk-free interest rate
0.14%
0.14%
0.14%
0.14%
Black-Scholes model valuation per option
(AUD cents per share)
0.1249
0.1249
0.1249
0.1158
Total fair value
$49,974
$49,974
$49,974
$20,851
Expensed during the period
$3,470
$3,470
$3,470
$2,896
Vesting Conditions for the December 2020 options
Tranche 1: vests on the delineation, by an independent third party, of greater than a 4.5Mt Indicated Resource estimate
at the Toral Project, reported in accordance with JORC (2012) (vested in October 2021).
Tranche 2: vests on the delivery of a positive Pre-Feasibility Study for the Toral Project with an independent
recommendation for the Company to continue advancing the project.
Tranche 3: vests on the submission of an application for a Mining Licence at the Toral Project.
The fair value of the options was expensed over three years to 18 December 2023.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
20 | P a g e
Remuneration report (audited) continued
Performance shares
On 24 January 2023, a total of 3,500,000 performance rights (“Performance Rights”) were issued to Myles Campion and
Daniel Smith. The Performance Rights are exercisable for nil consideration and were subject to the following
performance milestone conditions and expiry dates:
Tranche No. of Performance
Rights and
Recipient
Performance Milestone
Condition
Expiry Date
Value
Expensed
during year
1
1,500,000 to Myles
Campion (or his
nominee)
Completion of the Option
Agreement with Denarius Metals
Corp. and receipt of initial
US$550k cash payments
2 years from
the date of
issue
$72,982
-
250,000 to Daniel
Smith (or his
nominee)
Completion of the Option
Agreement with Denarius Metals
Corp. and receipt of initial
US$550k cash payments
2 years from
the date of
issue
$12,164
-
2
1,500,000 to Myles
Campion (or his
nominee)
Successful Mining Licence
Application for the Toral Project
2 years from
the date of
issue
$72,982
$57,307
250,000 to Daniel
Smith (or his
nominee)
Successful Mining Licence
Application for the Toral Project
2 years from
the date of
issue
$12,164
$9,551
The Tranche 1 performance milestone was achieved during the year to 30 June 2023 therefore the performance rights
were expensed in full in the previous year.
The Tranche 2 performance milestone was achieved during the year to 30 June 2024, therefore the remaining balance
was expensed in the current period.
8.
Loans to Key Management Personnel and their Related Parties
There were no loans to Directors or other Key Management Personnel at any time during the year ended 30 June
2024 (2023: Nil).
9.
Transactions with Key Management Personnel and their Related Parties
The following transactions were undertaken between the Company, executive officers and director-related entities during 2024
and 2023.
2024
2023
$
$
Company secretarial and accounting fees were paid to Minerva Corporate Pty Ltd, a
company of which Mr D Smith is a director. Fees were paid at arm’s length and on
commercial terms.
84,000
84,000
Mr M Campion, an executive director of the Company, is also a director of Virico (IOM)
Limited. During the year, Virico (IOM) Limited received fees for consulting services. These
fees were based on normal commercial terms and conditions and are included in the
remuneration summary on page 23.
249,233
171,096
Mr E Kirby, a non-executive director of the Company, is also a director of Metallurgical
Management Services Pty Ltd. During the year, Metallurgical Management Services Pty
Ltd received the above fees for consulting services. These fees were based on normal
commercial terms and conditions and are included in the remuneration report.
36,000
26,412
369,233
281,508
End of audited Remuneration Report
21 | P a g e
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Report
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 on page 57 and forms part of this report.
This report is made in accordance with a resolution of the Directors.
Daniel Smith
Non-Executive Director
Perth
31 October 2024
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
22 | P a g e
STATEMENT REGARDING COMPLIANCE WITH THE QCA CORPORATE GOVERNANCE
CODE
Chairman and Interim-CEO’s Corporate Governance Statement
The Board of the Company, which is responsible for the direction and oversight of its activities, believes that
a sound corporate governance policy, involving a transparent set of procedures and practices, is essential to
the Company’s success both in the medium and long term. As announced on 12 June 2020, the Company
has therefore adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as its
benchmark for governance matters. The application of such principles enables key decisions to be made by
the Board as a whole, and for the Company to function in a manner that takes into account all stakeholders
in the Company, including employees, suppliers and business partners.
My role as Executive Chairman and Interim-CEO effectively combines the roles of chairman and an executive
director although, in practice, much of the day-to-day running of the Company’s operations is delegated to
key executives who are not directors of the Company. Whilst this does not satisfy the QCA guidance that the
“chair must have adequate separation from the day-to-day business to be able to make independent
decisions”, this reflects the size, nature and early stage of development of the Company and its business and
the continued combination of the two roles will be regularly reviewed as the business develops further.
The Board currently comprises an Executive Chairman/Interim-CEO and two non-executive directors. It is
the main decision-making body of the Company, being responsible for: a) the overall direction and strategy
of the Company; b) monitoring performance; c) understanding risk; and d) reviewing controls. It is collectively
responsible for the success of the Company. The Board is satisfied that it has a suitable balance between
independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.
Due to the relatively small size and scale of the Company and its Board, the Directors do not consider it
appropriate to appoint a Senior Independent Director. However, the Company operates Audit, Remuneration
and Nominations Committees.
Daniel Smith, a non-executive director of the Company, is also employed as its Company Secretary and
assists with the preparation of its accounts. The Board considers that this does not impair his judgement as
an independent director of the Company.
The Company does not currently undertake a formal annual evaluation of the performance of the Board or
individual Directors but will consider doing so at an appropriate stage in its development in accordance with
general market practice.
The Board maintains a regular dialogue with Beaumont Cornish Limited, its nominated adviser, and obtains
legal, financial and other professional advice as required to ensure compliance with the AIM Rules for
Companies and other governance requirements.
We continue to review our approach to governance and how the views of stakeholders are represented in
our oversight of the business.
The Company’s corporate governance policies and procedures will continue to be reviewed regularly and
may change further as its business develops and in response to any additional regulatory or other relevant
guidance.
Myles Campion
Executive Chairman and Interim-CEO
31 October 2024
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
23 | P a g e
Adoption of the QCA Corporate Governance Code
As a company quoted on AIM, Europa Metals is required to comply with a recognised corporate governance
code. At this stage of its development and with its primary market quotation being in the UK, the Board
believes it appropriate for Europa Metals to adopt the QCA Code, which is specifically designed for growing
companies.
This statement summarises how Europa Metals currently complies or otherwise with each of the ten core
principles of the QCA Code. Europa Metals will report further on its compliance with the QCA Code on an
annual basis.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
Europa Metals has a clearly articulated strategy and business plan as a European focused exploration and
development company.
Deconsolidation
On November 22, 2022, Europa Metals Ltd entered into a definitive option agreement (the “Toral Definitive
Agreement”) with Denarius Metals Corp. (“Denarius”) pursuant to which Europa has granted two options to
Denarius to acquire up to an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly-owned Spanish
subsidiary of Europa which holds the Toral Zn-Pb-Ag Project (the “Toral Project”), Leon Province, Northern Spain.
During the First Option period, Denarius has the right to appoint three of the four members of an operating
committee that will oversee the work programs carried out by the Company.
Upon the formation of the operating committee Denarius has the power over EMI and exposure or right to variable
returns from its involvement in EMI and has the ability to use its power to affect its returns. In accordance with
AASB 10 Consolidated Financial Statements 7 (a), (b) and (c) is deemed to result in a loss of control of EMI and
requires the deconsolidation of EMI from the financial statements of Europa Metals Limited.
On deconsolidation the Company de-recognised the assets and liabilities of the subsidiary and recognised the
subsequent loss on deconsolidation in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Board considers that good communication with shareholders, based on the mutual understanding of
objectives, is important. In addition to the information included in the Company’s annual and interim reports
and requisite public announcements, there is regular dialogue between the Board and senior management
and shareholders including regular presentations to investors, including one-to-one meetings with major
shareholders in addition to specific meetings with shareholders relating to any major transactions.
An up to date information flow is also maintained on the Company’s website (www.europametals.com) which
contains all press announcements and financial reports as well as operational information on the Company’s
activities.
The Board also encourages shareholders to attend the Annual General Meeting, at which members of the
Board are available to answer questions and present a summary of each year’s activity and the corporate
outlook for the Company.
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
24 | P a g e
Principle 3: Take into account wider stakeholder and social responsibilities and their implications
for long-term success
The Board believes that long-term success relies upon good relations with a range of different stakeholder
groups, both internal and external. Most importantly, however, we act with utmost respect for people,
communities and the environment.
As part of our business model, we identify the relationships on which the Company relies, including suppliers,
customers, partners and other stakeholders, and seek to maintain and improve these relationships in a
number of ways. We regularly seek to obtain, and take action on, feedback from our employees, our suppliers
and other parties with whom we transact, as to how we can best maintain and improve our dealings with each
other. We have also embarked on a formal stakeholder engagement process with respect to the planned
eventual securing of an exploitation licence for the Toral Project.
Principle 4: Embed effective risk management, considering both opportunities and threats,
throughout the organisation
Financial controls
The Board is responsible for reviewing and approving overall Company strategy, approving budgets and
plans, and for determining the financial structure of the Company including treasury, tax and dividend policy.
Budgeting and planning are undertaken by management in conjunction with the Executive Chairman and
Interim-CEO.
Non-financial controls
The Board recognises that maintaining sound controls and discipline is critical to managing the downside
risks to the Company’s plans. The Board has ultimate responsibility for the Company’s system of internal
control and for reviewing its effectiveness. However, any such system of internal control can provide only
reasonable, but not absolute, assurance against material misstatement or loss.
The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile
of the Company. The principal elements of the Company’s internal control system include:
•
Close management of the day-to-day activities of the Company by the Executive Director;
•
A forecast budget is utilised to track actual performance on a regular basis, including detailed periodic
reporting of performance against budget; and
•
Central control over key areas such as capital expenditure authorisation and banking facilities.
The Company continues to review its system of internal control to ensure compliance with best practice, while
also having regard to its size and the resources available.
Other areas subject to regular ongoing review as the Company grows, include regulatory compliance,
business integrity, health and safety, risk management, business continuity and corporate social
responsibility (including ethical trading, supplier standards, environmental concerns and employment
diversity).
Risk management policies
As part of its Corporate Governance Plan, the Company has a number of policies that directly or indirectly
serve to reduce and/or manage risk. These include, but are not limited to:
•
Corporate Code of Conduct
•
Share Dealing Code / Trading Policy
•
Shareholder Communications Strategy
•
Audit and Risk Committee Charter
•
Risk Management Processes
•
Anti-Bribery Policy
•
Whistleblower Policy
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
25 | P a g e
Roles and responsibilities
The risk management and other policies listed above describe the roles and responsibilities for managing
risk. This includes, as appropriate, details of responsibilities allocated to the Board.
The Board is responsible for reviewing and approving changes to the risk management policies and for
satisfying itself that the Company has a sound system of risk management and internal control that is
operating effectively.
Risk management and other policies will be reviewed annually.
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
The Board currently comprises an Executive Chairman/Interim-CEO and two non-executive directors. All
directors retire by rotation with at least one third submitting themselves for re-election each year at the
Company’s Annual General Meeting.
Executive directors of the Company are required to work such hours as are required to fulfil their obligations
to the Company and have service contracts with a 6-month notice period. They are not precluded from having
other outside business commitments.
Non-executive directors have letters of appointment with a 1-month notice period and are required to be
available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters of
appointment provide no indicative time commitment, but they are required to devote sufficient time as may
reasonably be necessary for the proper performance of their duties.
The Board considers that both of the non-executive directors, are independent in character and judgement.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business
to allow it to discharge its duties and responsibilities effectively.
During the financial year ended 30 June 2024 the number of Board meetings held and those attended by
each Director were as follows:
Director
No. of Board
meetings
eligible
to attend
No. of Board
meetings
attended
Myles Campion
3
3
Evan Kirby
3
3
Daniel Smith
3
3
In addition to the formal meetings of Directors above, the Board has held regular and frequent discussions
throughout the year and passed circular resolutions on all material matters.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills
and capabilities
Experience and capabilities
The Board is satisfied that, between its Directors, it has an effective balance of skills and experience including
technical and commercial mining industry knowledge and expertise and experience in sales, operations,
performance improvement, finance, commercial law and capital markets. Each Board member brings a mix
of different capabilities which blend well into a successful and effective team.
Board members maintain their skillsets through practice in day-to-day roles enhanced with continuing
professional development and specific training where required.
Biographies for all Board members are published on the Company’s website and in the Directors’ Report.
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
26 | P a g e
Internal Advisory Responsibilities
Due to the relatively small size and scale of the Company and its Board, the Directors do not consider it
appropriate to appoint a Senior Independent Director.
All Directors have access to the advice and services provided by the Company Secretary whose appointment
and removal is a matter reserved for the Board. Daniel Smith, a non-executive director of the Company, fulfils
the role of Company Secretary by, amongst other things, carrying out the following functions:
•
preparing board packs, agendas and minutes and facilitating the flow of Board information between
senior executives and non-executive Directors;
•
implementing Board policies and procedures;
•
liaising with the Company’s nominated adviser and other professional advisers;
•
advising the Board, on corporate governance matters, the application of the Company’s Constitution,
and other applicable laws; and
•
inducting new Directors.
The Board maintains a regular dialogue with Beaumont Cornish Limited, its nominated adviser, and obtains
legal, financial and other professional advice as required to ensure compliance with the AIM Rules for
Companies and other governance requirements.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
The Company does not currently undertake a formal annual evaluation of the performance of the Board or
individual Directors but will consider doing so at an appropriate stage in its development in accordance with
general market practice.
Given its relatively small size, the Company has no formal succession planning process in place.
Recommendations for Board-level and other senior appointments are put to the Board for approval by the
Executive Chairman.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board believes that a healthy corporate culture both protects and generates value for the Company. We
therefore seek to operate within a corporate culture that is based on sound ethical values and behaviours.
We do this using certain rule-based procedures (such as our formal Corporate Code of Conduct) and, more
importantly, by the behavioural example of individual Board members and senior managers. These values,
which we seek to instil throughout the Company, include integrity, respect, honesty and transparency. As a
small company, these characteristics are far more visible to staff than might otherwise be the case. We also
hold internal meetings at which Directors and staff discuss matters, both formally and informally.
The Company operates a well-defined organisational structure through which we seek to determine that these
ethical values and behaviours are recognised and respected, in addition to which every employee is aware
of our established whistleblowing procedures.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good
decision-making by the Board
The Board
The Board is responsible for the long-term performance of the Company. There is a formal schedule of
matters specifically reserved for the Board, in addition to the formal matters required to be considered by the
Board under the Corporations Act.
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
27 | P a g e
This list includes matters relating to: a) appointing executive directors and determining their remuneration; b)
determining strategy and policy; c) reviewing and ratifying risk management and compliance systems and
controls; d) approving major capital expenditure, acquisitions and disposals; e) approving and monitoring
budgets and the integrity of financial reporting; f) approving interim and annual financial reports; g) approving
significant changes to the organisational structure; h) approving any issues of shares or other securities; i)
ensuring high standards of corporate governance and regulatory compliance; and j) the appointment of the
Company’s auditors.
The Executive Chairman’s role involves both the leadership of the Board (including responsibility for the
establishment of sound corporate governance principles and practices) and leading the Company’s executive
management team in the execution of its strategy. He also plays a pivotal role in developing and reviewing
such strategy in consultation with the Board.
Notwithstanding the QCA Code’s recommendation that the role of Chairman and an Executive Director are
not combined, Europa Metals’ use of an Executive Chairman reflects the size, nature and early stage of
development of its business. The Board anticipates that the continued combination of the two roles will be
regularly reviewed as the business develops further.
The Executive Director is responsible for implementing and delivering the strategy and operational decisions
agreed by the Board, making operational and financial decisions required in day-to-day operations, providing
executive leadership to managers, championing the Company’s core values and promoting talent
management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the
application of their external experience and knowledge and are tasked with scrutinising the performance of
management, providing constructive challenge to the executive director and ensuring that the Company is
operating within the governance and risk framework approved by the Board.
Board Committees
The Company’s Board Charter requires it to establish Audit, Remuneration and Nominations Committees to
assist the Board in fulfilling its duties once the Board has determined that it is of a sufficient size and structure.
The Company has established and operates an Audit Committee, a Remuneration Committee and a
Nominations Committee. The Company has also established an (informal) technical committee.
Evolution of the Corporate Governance Framework
During 2020, a number of changes were introduced to the Company’s corporate governance procedures
which should serve to improve ongoing compliance with the QCA Code as far as practicable and appropriate.
The Company’s corporate governance policies and procedures will continue to be reviewed regularly and
may change further as its business develops and in response to any additional regulatory and other relevant
guidance.
Principle 10: Communicate how the company is governed and is performing by maintaining a
dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders through its annual report and accounts, half yearly results
and other updates, its annual general meeting and one-to-one meetings with certain existing and potential
new shareholders.
The Company’s website contains, inter alia, the outcomes of shareholder votes cast at such Annual General
Meetings and historic annual accounts, half-year reports and AGM notices.
In formally adopting the QCA Code as its corporate governance framework, the Board has reviewed all
aspects of compliance and has taken action to improve disclosures in its annual report and accounts and on
its website.
Europa Metals Ltd
A.C.N. 097 532 137
Corporate Governance Statement
28 | P a g e
This corporate governance statement is dated 31 October 2024 and has been approved by the Board.
Website disclosures
In accordance with AIM Rule 26, the Company is required to maintain on its website details of the QCA Code,
how the Company complies with the QCA Code and an explanation of any deviations from such code. This
information is required to be reviewed annually and it is intended that it will be reviewed at the same time as
the Company’s Annual Report is prepared.
Further information about the Company’s charters, policies and procedures may be found on the Company's
website at: www.europametals.com, under the section titled Corporate Governance.
Europa Metals Ltd
A.C.N. 097 532 137
29 | P a g e
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2024
2024
2023
Note
$
$
Other income
3(a)
277,071
177,279
Administration expenses
3(b)
(893,471)
(1,228,058)
Exploration expenditure
(15,935)
(990,477)
Foreign exchange gain/(loss)
(445)
44,724
Share of net loss of associate
-
(115,958)
Loss on deconsolidation
-
(1,267,907)
Loss before taxation
(632,780)
(3,380,397)
Income tax benefit / (expense)
5
-
-
Loss after income tax for the year from continuing
operations
(632,780)
(3,380,397)
Net loss for the year
(632,780)
(3,380,397)
Other comprehensive income
Items that may be reclassified subsequently to profit
or loss
Net exchange (loss)/gain on translation of foreign
operation
-
-
Other comprehensive income for the year, net of
tax
-
-
Total comprehensive loss for the year
(632,780)
(3,380,397)
Net loss for the year attributable to:
Equity holders of the Parent
(632,780)
(3,380,397)
(632,780)
(3,380,397)
Total comprehensive loss for the year attributable to:
Equity holders of the Parent
(632,780)
(3,380,397)
(632,780)
(3,380,397)
Loss per share
Cents per share
Cents per share
Basic loss for the year attributable to ordinary equity
holders of the Parent
7
(0.66)
(3.83)
Diluted loss for the year attributable to ordinary equity
holders of the Parent
7
(0.66)
(3.83)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in
conjunction with the accompanying notes
Europa Metals Ltd
A.C.N. 097 532 137
30 | P a g e
Consolidated Statement of Financial Position
As at 30 June 2024
2024
2023
Note
$
$
Assets
Current assets
Cash and short term deposits
8
252,075
653,990
Trade and other receivables
9
64,673
23,179
Total current assets
316,748
677,169
Total assets
316,748
677,169
Liabilities and equity
Current liabilities
Trade and other payables
12
310,773
118,902
Total current liabilities
310,773
118,902
Total liabilities
310,773
118,902
Net assets
5,975
558,267
Equity
Contributed equity
13
49,562,236
49,391,945
Accumulated losses
16
(52,856,850)
(52,224,070)
Reserves
15
3,300,589
3,390,392
Total equity
5,975
558,267
This Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.
Europa Metals Ltd
A.C.N. 097 532 137
31 | P a g e
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
2024
2023
Note
$
$
Cash flows used in operating activities
Receipts from associate
277,071
-
Exploration and evaluation expenditure
(4,792)
(990,683)
Payments to suppliers and employees
(672,095)
(748,481)
Net cash flows used in operating activities
20
(399,816)
(1,739,164)
Cash flows used in investing activities
Loan to associate
-
(212,330)
Cash on deconsolidation
-
(120,213)
Net cash flows used in investing activities
-
(332,543)
Cash flows from financing activities
Lease principal repayments
-
(16,601)
Proceeds from issue of shares
-
1,033,155
Net cash flows from financing activities
-
1,016,554
Net increase/(decrease) in cash and cash equivalents
held
(399,816)
(1,055,153)
Net foreign exchange difference
(2,099)
59,087
Cash and cash equivalents at 1 July
653,990
1,650,056
Cash and cash equivalents at 30 June
8
252,075
653,990
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Europa Metals Ltd
A.C.N. 097 532 137
32 | P a g e
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Attributable to the equity holders of the Parent
Issued capital
$
Accumulated
losses
$
Employee
share incentive
reserve
$
Option reserve
$
Foreign
exchange
reserve
$
Total equity
$
At 1 July 2022
48,227,649
(48,843,673)
567,997
2,720,044
62,558
2,734,575
Loss for the year
-
(3,380,397)
-
-
-
(3,380,397)
Other Comprehensive Income (net of tax)
-
-
-
-
-
-
Total comprehensive loss (net of tax)
-
(3,380,397)
-
-
-
(3,380,397)
Transactions with owners in their capacity as
owners:
Realisation of foreign exchange reserve on
deconsolidation of foreign operation
-
-
-
-
(62,558)
(62,558)
Shares issued during the year net of transaction costs
1,033,155
-
-
-
-
1,033,155
Shares issued to management
131,141
-
(76,420)
-
-
54,721
Performance shares issued
-
-
103,433
-
-
103,433
Options issued to directors and management
-
-
-
75,338
-
75,338
At 30 June 2023
49,391,945
(52,224,070)
595,010
2,795,382
-
558,267
At 1 July 2023
49,391,945
(52,224,070)
595,010
2,795,382
-
558,267
Loss for the year
-
(632,780)
-
-
-
(632,780)
Other Comprehensive Income (net of tax)
-
-
-
-
-
-
Total comprehensive loss (net of tax)
-
(632,780)
-
-
-
(632,780)
Transactions with owners in their capacity as
owners:
Performance shares issued
-
-
66,859
-
-
66,859
Conversion of performance rights
170,291
-
(170,291)
-
-
-
Options issued to directors and management
-
-
-
13,629
-
13,629
At 30 June 2024
49,562,236
(52,856,850)
491,578
2,809,011
-
5,975
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
33 | P a g e
Note 1: Corporate information
The consolidated financial statements of Europa Metals Ltd and its subsidiary (collectively, the “Group”) for the
year ended 30 June 2024 were authorised for issue in accordance with a resolution of the directors on 30 October
2024.
Europa Metals Ltd, the parent, is a for profit company limited by shares incorporated in Australia whose shares
are publicly traded on the London Stock Exchange (AIM) and the Alternative Exchange (AltX) of the JSE Limited.
Domicile:
Australia
Registered Office:
c/o Minerva Corporate Pty. Ltd, Level 8, 99 St Georges Terrace, Perth, WA, 6000.
Note 2: Summary of material accounting policies
(a)
Basis of preparation
The Financial Report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations and complies with
the other requirements of Australian law.
The accounting policies detailed below have been consistently applied to all of the years presented unless
otherwise stated. The financial statements are for the consolidated entity consisting of Europa Metals Ltd and its
subsidiary.
The Financial Report has also been prepared on a historical cost basis.
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance
with that Corporations Instrument to the nearest dollar.
All amounts are presented in Australian dollars, unless otherwise stated.
(b)
Statement of compliance
The Financial Report complies with Australian Accounting Standards, as issued by the Australian Accounting
Standards Board, and complies with International Financial Reporting Standards (IFRS), as issued by the
International Accounting Standards Board.
(c)
Going concern
The Annual Report has been prepared on a going concern basis which assumes the continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. This basis
is predicated on a number of initiatives being undertaken by the Group with respect to ongoing cost reductions and
funding as set out below.
The Group incurred an operating loss after income tax of $632,780 for the year ended 30 June 2024 (2023:
$3,380,397). In addition, the Group had net current assets of $5,975 (2023: $558,267), shareholders’ equity of
$5,975 (2023: $558,267) as at 30 June 2024 and operating cash outflows of $399,816 (2023: $1,739,164).
The Group’s forecast cash flow requirements for the 12 months ending October 2024 reflect cash outflows from
operating and investing activities, which take into account a combination of committed and uncommitted but
currently planned expenditure. The ability of the Group to continue as a going concern is dependent on raising
additional funds to meet the Group’s ongoing working capital requirements and planned exploration activities when
required.
These conditions indicate a material uncertainty which may cast significant doubt as to whether the Group will be
able to meet its debts as and when they fall due and thus continue as a going concern.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
34 | P a g e
Note 2: Summary of material accounting policies (continued)
This Annual Report has been compiled on a going concern basis. In arriving at this position the Directors are
satisfied that the Group will have access to sufficient cash as and when required to enable it to fund administrative
and other committed expenditure.
The Directors are satisfied that they will be able to raise additional funds either through implementation of strategic
joint ventures/a farm-in or via a form of debt and/or equity raising. In addition, the Directors have continued to
pursue a strategy to reduce costs and have agreed to defer the payment of Directors fees until the Group has
sufficient funds to settle.
Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge
its liabilities other than in the ordinary course of business and at amounts that differ from those stated in the
financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded
asset amounts, nor to the amounts or classification of liabilities that might be necessary should the Group not be
able to continue as a going concern.
(d)
Adoption of new and revised standards
Europa Metals Ltd and its subsidiary (‘the Group’) has adopted all new and amended Australian Standards and
Interpretations mandatory for reporting periods beginning on or after 1 July 2023.
(e)
Accounting standards issued but not yet effective
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet
effective for the year ended 30 June 2024. As a result of this review, the Directors have determined that there is
no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no change
is necessary to Group accounting policies.
(f)
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiary as at
30 June 2024. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
•
Exposure, or rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power over an investee, including:
•
The contractual arrangement with the other vote holders of the investee;
•
Rights arising from other contractual arrangements; and
•
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of profit
or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to
control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having
a deficit balance.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
35 | P a g e
Note 2: Summary of material accounting policies (continued)
When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies
into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
•
De-recognises the assets (including goodwill) and liabilities of the subsidiary;
•
De-recognises the carrying amount of any non-controlling interests;
•
De-recognises the cumulative translation differences recorded in equity;
•
Recognises the fair value of the consideration received;
•
Recognises the fair value of any investment retained;
•
Recognises any surplus or deficit in profit or loss; and
•
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or
liabilities.
Exchange differences arising on translation of foreign operations are transferred directly to the Group's foreign
currency translation reserve in the statement of financial position. These differences are recognised in profit or loss
in the period in which the operation is disposed.
(g)
Associates
Associates are entities over which the consolidated entity 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 consolidated entity'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 consolidated entity's share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured long-term receivables, the consolidated entity does not recognise further losses, unless it
has incurred obligations or made payments on behalf of the associate.
The consolidated entity 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.
(h)
Critical accounting estimates and judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results
may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
Exploration and evaluation costs carried forward
The Group’s main activity is exploration and evaluation for minerals. The nature of exploration activities are such
that it requires interpretation of complex and difficult geological models in order to make an assessment of the
size, shape, depth and quality of resources and their anticipated recoveries. The economic, geological and
technical factors used to estimate mining viability may change from period to period. In addition, exploration
activities by their nature are inherently uncertain.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
36 | P a g e
Note 2: Summary of material accounting policies (continued)
Changes in all these factors can impact exploration asset carrying values. At each reporting period end date, the
Company is required to make a judgement as to whether any impairment indicators in respect of the exploration
asset are present.
Share-based payment transactions
Where the fair value of the goods or services provided by employees or consultants cannot be reliably determined
the Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an external valuer using the Black-Scholes
model, using the assumptions detailed in Note 17 including the consideration of the probability of non-market
performance conditions.
Deconsolidation
On November 22, 2022, Europa Metals Ltd entered into a definitive option agreement (the “Toral Definitive
Agreement”) with Denarius Metals Corp. (“Denarius”) pursuant to which Europa has granted two options to
Denarius to acquire up to an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly-owned Spanish
subsidiary of Europa which holds the Toral Zn-Pb-Ag Project (the “Toral Project”), Leon Province, Northern Spain.
During the First Option period, Denarius has the right to appoint three of the four members of an operating
committee that will direct the work programs carried out by the Company.
Upon the formation of the operating committee Denarius has the power over EMI and exposure or right to variable
returns from its involvement in EMI and has the ability to use its power to affect its returns. In accordance with
AASB 10 Consolidated Financial Statements 7 (a), (b) and (c) is deemed to result in a loss of control of EMI and
requires the deconsolidation of EMI from the financial statements of Europa Metals Limited.
On deconsolidation the Company de-recognised the assets and liabilities of the subsidiary and recognised the
subsequent loss on deconsolidation in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income
(i)
Foreign currency translation
Both the functional and presentation currency of the Company and its Australian controlled entity is Australian
dollars (A$). Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.
The functional currency of the foreign operations is Euro (EUR).
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates
ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the reporting date.
All exchange differences in the parent Company’s financial statements are taken to profit or loss unless they relate
to the translation of subsidiary related loans and borrowings which are considered part of the net investment value
taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or loss.
As at the reporting date the assets and liabilities of the subsidiary is translated into the presentation currency of the
Company at the rate of exchange ruling at the reporting date and their statements of profit or loss and other
comprehensive income are translated at the weighted average exchange rate for the year.
The exchange differences arising on the translation are taken directly to a separate component of equity.
On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign
operation is recognised in profit or loss.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
37 | P a g e
Note 2: Summary of material accounting policies (continued)
(k)
Income tax
Current tax assets and liabilities for the current period and prior periods are measured at amounts expected to be
recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and
tax laws used for computations are enacted or substantively enacted by the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Current tax assets and liabilities for the current period and prior periods are measured at amounts expected to be
recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and
tax laws used for computations are enacted or substantively enacted by the reporting date.
Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
where the deferred income tax liability arises from the initial recognition of goodwill of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; and
•
where the taxable temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, the carry-forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be
utilised except:
•
where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
•
where the deductible temporary difference is associated with investments in subsidiaries, associates or
interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is
probable that the temporary difference will reverse in the foreseeable future and taxable profit will be
available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in the statement of
profit or loss and other comprehensive income.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity
and the same taxation authority.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
38 | P a g e
Note 2: Summary of material accounting policies (continued)
(l)
Goods & Services Tax/Value Added Tax
Revenues, expenses and assets are recognised net of the applicable amount of GST/VAT except:
•
where the GST/VAT incurred on a purchase of goods and services is not recoverable from the taxation
authority, in which case the GST/VAT is recognised as part of the cost of acquisition of the asset or as part of
the expense item as applicable; and
•
receivables and payables are stated with the amount of GST/VAT included.
The net amount of GST/VAT recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST/VAT component of cash
flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority,
are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST/VAT recoverable from, or payable to, the
taxation authority.
(m)
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at bank and on hand and short-
term deposits with an original maturity of three months or less.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents
as defined above, net of outstanding bank overdrafts.
(p)
Contributed equity
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.
The Company’s own shares, which are re-acquired for later use in any employee share-based payment
arrangements, are deducted from equity.
(q)
Trade and other payables
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services
provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes
obliged to make future payments in respect of the purchase of these goods and services.
(r)
Loss per share
Basic loss per share is calculated as the net loss attributable to members of the Company adjusted to exclude any
costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares,
adjusted for any bonus element.
Diluted loss per share is calculated as net loss attributable to members of the Company adjusted for:
•
costs of servicing equity (other than dividends);
•
the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
•
other non-discretionary changes in revenues or expenses during the period that would result from the
dilution of potential ordinary shares divided by the weighted average number of ordinary shares and dilutive
potential ordinary shares, adjusted for any bonus element.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
39 | P a g e
Note 2: Summary of material accounting policies (continued)
(s)
Share-based payment transactions
The Company provides benefits to its employees and consultants (including key management personnel (“KMP”)
in the form of share-based payments, whereby employees render services in exchange for shares or rights over
shares (equity-settled transactions).
Equity settled transactions
The cost of equity-settled transactions with employees and consultants is measured 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 the Black-
Scholes model, further details of which are given in Note 17.
In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked
to the price of the shares of the Company if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity on the date
the equity right is granted. The statement of profit or loss and other comprehensive income charge or credit for a
period represents the movement in cumulative expense recognised as at the beginning and end of that period.
If the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms
had not been modified. An additional expense is recognised for any modification that increases the total fair value
of the share-based arrangement, or is otherwise beneficial to the employee, as measured at the date of
modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the
cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new
award are treated as if they were a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of
diluted loss per share (see note 7).
Note 3: Revenue and expenses
Revenue and expenses from continuing operations
2024
2023
$
$
(a) Other Income
Grants received
-
30,054
Option income received
-
147,225
Income from Associate (expense reimbursements)
277,071
-
277,071
177,279
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
40 | P a g e
Note 3: Revenue and expenses (continued)
2024
2023
$
$
(b) Profit or loss
Other expenses include the following:
Depreciation
-
6,506
Consulting services
103,112
284,908
Employment related
- Directors’ fees
331,548
242,730
- Share Based Payments
80,488
254,560
Corporate
255,306
278,804
Other
164,703
160,550
935,157
1,228,058
Note 4: Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors.
Europa Metals Ltd operates in the mineral exploration industry in Spain.
Given the nature of the Group, its size and current operations, management does not treat any part of the Group
as a separate operating segment. Internal financial information used by the Group’s decision makers is presented
in a “whole of entity” manner without dissemination to any separately identifiable segments.
The Group’s management operates the business as a whole without any special responsibilities for any separately
identifiable segments of the business.
Accordingly, the financial information reported elsewhere in this financial report is representative of the nature and
financial effects of the business activities in which it engages and the economic environments in which it operates.
Note 5: Income tax expense
2024
2023
$
$
Reconciliation of income tax expense to the pre-tax net loss
Loss before income tax
(632,780)
(3,380,397)
Income tax calculated at 30% (2023: 30%) on loss before income tax
(189,834)
(1,014,119)
Add tax effect of: non-deductible expenses
27,467
812,971
Difference in tax rate of subsidiary operating in other jurisdictions
-
-
Unused tax losses and temporary differences not brought to account
162,367
201,148
Income tax (profit) / expense
-
-
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
41 | P a g e
Note 5: Income tax expense (continued)
Analysis of deferred tax balances
2024
2023
Deferred tax liabilities
$
$
Assessable temporary differences
Prepayments
(17,617)
(5,381)
Other
(888)
(13,052)
Deferred tax liabilities offset by deferred tax assets
18,505
18,433
Net deferred tax liabilities
-
-
Deferred tax assets
Share issue expenses
-
-
Payables and provisions
10,650
13,132
Loss on deconsolidation
354,146
354,146
Other
-
-
Unused tax losses
5,939,413
5,831,386
6,304,209
6,198,664
Total unrecognised deferred tax assets
(6,285,704)
(6,180,231)
Deferred tax assets
18,505
18,433
Deferred tax assets offset by deferred tax liabilities
(18,505)
(18,433)
Net deferred tax assets
-
-
Unused tax losses set out above have not been recognised due to the uncertainty of future taxable profit streams.
Note 6: Auditors’ remuneration
2024
2023
$
$
Remuneration of the auditor of the Company for:
-auditing or reviewing the financial statements
BDO Audit Pty Ltd 1
59,787
56,145
59,787
56,145
BDO Pty Ltd - Taxation services
9,270
12,121
69,057
68,266
1 The BDO entity performing the audit of the Group transitioned from BDO Audit (WA) Pty Ltd to BDO Audit Pty Ltd on 8 July 2024. The
disclosures include amounts received or due and receivable by BDO (WA) Pty Ltd, BDO Audit Pty Ltd and their respective entities.
Note 7: Loss per share
2024
2023
$
$
Basic loss per share (cents per share)
(0.66)
(3.83)
Diluted loss per share (cents per share)
(0.66)
(3.83)
Loss used in calculating basic loss per share
(632,780)
(3,380,397)
Adjustments to basic loss used to calculate dilutive loss per share
-
-
Loss used in calculating dilutive loss per share
(632,780)
(3,380,397)
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
42 | P a g e
Note 7: Loss per share (continued)
Number
Number
Weighted average number of ordinary shares used in the
calculation of basic loss per share
96,098,884
88,207,380
Weighted average number of ordinary shares used in the
calculation of diluted loss per share
96,098,884
88,207,380
3,500,000 share options outstanding as at 30 June 2024 (30 June 2023: 8,931,764) have not been included in the
calculation of dilutive loss per share as these are anti-dilutive.
Note 8: Cash and short term deposits
Cash at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement
of financial position as follows:
2024
2023
$
$
Cash at bank
252,075
653,990
See note 23 for the risk exposure analysis for cash and cash equivalents.
Note 9: Trade and other receivables
2024
2023
$
$
Current
GST / VAT
5,949
5,244
Prepayments
58,724
17,935
64,673
23,179
Non-trade debtors are non-interest bearing and are generally on 30-90 days credit terms. The carrying amounts of these
receivables represent fair value and are not considered to be impaired.
Note 10: Capitalised exploration expenditure
2024
2023
$
$
At 1 July
-
1,229,196
Foreign exchange movement
-
39,767
Balance on deconsolidation
(i)
-
(1,268,963)
At 30 June
-
-
Deconsolidation of subsidiary
On 23 November, 2022, Europa Metals Ltd entered into a definitive option agreement (the “Toral Definitive Agreement”)
with Denarius Metals Corp. (“Denarius”) pursuant to which Europa has granted two options to Denarius to acquire up to
an 80% ownership interest in Europa Metals Iberia S.L. (“EMI”), a wholly-owned Spanish subsidiary of Europa which
holds the Toral Zn-Pb-Ag Project (the “Toral Project”), Leon Province, Northern Spain.
Pursuant to the Toral Definitive Agreement, Denarius has been granted a First Option, exercisable until 22 November,
2025, (subject to a 90-day extension in certain circumstances), to subscribe for a 51% equity interest in EMI by:
(i)
spending, as operator, a total of USD$4,000,000 on the Toral Project over the three-year period,
(ii)
completing a preliminary economic assessment, and
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
43 | P a g e
Note 10: Capitalised exploration expenditure (continued)
(iii)
completing and submitting a mining license application in respect of the Toral Project to the local
mining authority. This was completed in October 2023.
Control
During the First Option period, Denarius has the right to appoint three of the four members of an operating committee
that will direct the work programs carried out by the Company. This gave rise to a loss of control of EMI as defined
in AASB 10 Consolidated Financial Statements and the deconsolidation of EMI from the Europa Metals Limited
financial statements from 1 January 2023.
Note 11: Investment in Associate
In accordance with AASB 128 Investments in Associates Europa Metals Iberia S.L. (EMI) is accounted for as an
Investment in Associate. EMI country of incorporation and principal please of business is Spain.
Name of Associate: Europa Metals Iberia S.L.
Place of business: TRVA La Fragua 2, Almazcara, Congosto 24398, Leon, Spain.
30 June 2024
30 June 2023
Ownership Interest
100%
100%
Carrying amount
-
-
The investment in associate is nil due to the net liability position at 30 June 2024 (30 June 2023: nil). The
unrecognised loss for the year to 30 June 2024 was $1,839,078 (2023: $3,221,565). The cumulative unrecognised
loss at 30 June 2024 was $5,060,643.
Note 12: Trade and other payables
2024
2023
$
$
Current
Trade payables
258,599
75,131
Other payables 1
52,174
43,771
310,773
118,902
1 During the year ended 30 June 2024, the Company revised its presentation of Trade Payables and Other Payables in the financial
statements. Previously reported as a combined line item, these balances are now disclosed separately to more accurately reflect the
nature of each liability. Consequently, comparative figures for the year ended 30 June 2023 have been reclassified to align with the
updated presentation. This change is intended to enhance the clarity of the Company’s financial statements.
Trade and other payables are non-interest bearing and are normally settled on 30-day terms.
Note 13: Contributed Equity
2024
2023
2024
2023
No. of shares
No. of shares
$
$
(a)
Share Capital
Ordinary Shares
Ordinary shares fully paid
97,671,790
94,171,790
49,562,236
49,391,945
Employee share incentive
plan shares
(4,600)
(4,600)
-
-
97,667,190
94,167,190
49,562,236
49,391,945
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
44 | P a g e
Note 13: Contributed Equity (continued)
Capital management
When managing capital (which is defined as the Company’s total equity), management’s objective is to ensure the
entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other
stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available
to the entity. As the equity market is constantly changing management may issue new shares to provide for future
exploration and development activity. The Company is not subject to any externally imposed capital requirements.
During the year ended 30 June 2024, nil (2023: nil) shares were issued back to the market from the Employee
Incentive Share Plan.
(b)
Movements in ordinary share capital
Date
Details
Number of
shares
$
30 June 2022
Closing Balance
79,130,649
48,227,649
8 August 2022
Shares issued - Conversion of directors fees
906,265
55,351
23 November 2022
Placement
12,888,888
1,033,155
24 January 2023
Shares issued - Conversion of directors fees
1,245,988
75,790
30 June 2023
Closing balance
94,171,790
49,391,945
1 July 2023
Opening balance
94,171,790
49,391,945
11 December 2023
Conversion of performance rights
3,500,000
170,291
97,671,790
49,562,236
Less:
Employee share plan shares on issue
(4,600)
-
30 June 2024
Closing balance
97,667,190
49,562,236
If, at any time during the exercise period, an employee ceases to be an employee, all share options held by that
employee will lapse one month after their employment end date. Therefore, employee shares above are only
recognised in issued capital when issued to the employees concerned.
(c)
Movements in employee share plan shares issued with limited recourse employee loans
Date
Details
Number of
shares
$
Opening balance
4,600
-
30 June 2023
Closing balance
4,600
-
Opening balance
4,600
-
30 June 2024
Closing balance
4,600
-
No employee share plan shares were issued in 2024 (2023: Nil).
This account is used to record the value of shares issued under the Executive Share Incentive Plan (ESIP). The
ESIP is accounted for as an “in-substance” option plan due to the limited recourse nature of the loan between
employees and the Company to finance the purchase of ordinary shares. The total fair value of the “in substance”
options issued under the plan is recognised as a share-based payment expense over the vesting period, with a
corresponding increase in equity.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
45 | P a g e
Note 14: Options
The following table illustrates the movements in share options during the period:
2024
Number
2023
Number
Outstanding at 1 July
8,931,764
8,086,764
8,931,764
8,086,764
Issued during the period
-
2,000,000
Expired/cancelled during the period
(5,431,764)
(1,155,000)
Outstanding at 30 June
3,500,000
8,931,764
Exercisable at 30 June
3,500,000
7,531,764
Note 15: Reserves
Employee share
incentive reserve
Options
reserve
Foreign
exchange
reserve
Total
$
$
$
$
At 30 June 2022
567,997
2,720,044
62,558
3,350,599
Options issued to Directors
-
75,338
-
75,338
Shares to be issued to Directors
(76,420)
-
-
(76,420)
Performance rights issued to directors
103,433
-
-
103,433
Realisation of foreign exchange reserve on
deconsolidation of foreign operation
-
-
(62,558)
(62,558)
At 30 June 2023
595,010
2,795,382
-
3,390,392
Performance shares issued
66,859
-
-
66,859
Conversion of performance rights
(170,291)
-
-
(170,291)
Options issued to directors and management
-
13,629
-
13,629
At 30 June 2024
491,578
2,809,011
-
3,300,589
Nature and purpose of reserves
Employee share incentive reserve
This reserve is used to record the value of equity benefits provided to employees, consultants and directors as
part of their remuneration under the Executive Share Incentive Plan.
Options reserve
This reserve is used to record the value of options issued.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of the foreign subsidiary.
Equity reserve
The equity reserve is used to record the acquisition of the non-controlling interest by the Group and to record
differences between the carrying value of non-controlling interests and the consideration paid/received, where
there has been a transaction involving non-controlling interests that do not result in a loss of control.
The reserve is attributable to the equity of the parent.
Note 16: Accumulated losses
2024
2023
$
$
Accumulated losses at the beginning of the financial year
(52,224,070)
(48,843,673)
Net loss for the year
(632,780)
(3,380,397)
Accumulated losses at the end of the financial year
(52,856,850)
(52,224,070)
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
46 | P a g e
Note 17: Share based payments
Expenses arising from share-based payment transactions
Total costs arising from share-based payment transactions recognised during the year were as follows:
2024
$
2023
$
Options issued to directors/management - December 2020
13,629
32,709
Options issued to directors/management – January 2023
-
42,629
Performance Rights issued to directors – January 2023
66,859
103,433
Shares issued to directors in lieu of fees
-
75,789
80,488
254,560
Fair value of options granted
The value of the above services was unable to be reliably measured so the fair value of the options issued was
used.
The fair value at the grant date of options issued is determined using the Black-Scholes model that takes into
account the exercise price, the term of the option, the impact of dilution, the non-tradable nature of the option, 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.
Performance shares
On 24 January 2023, a total of 3,500,000 performance rights (“Performance Rights”) were issued to Myles
Campion and Daniel Smith. The Performance Rights are exercisable for nil consideration and are subject to
the following performance milestone conditions and expiry dates:
Tranche No. of Performance
Rights and
Recipient
Performance Milestone
Condition
Expiry Date
Value
Expensed
during year
1
1,500,000 to Myles
Campion (or his
nominee)
Completion of the Option
Agreement with Denarius
Metals Corp. and receipt
of initial US$550k cash
payments
2 years from
the date of
issue
$72,982
-
250,000 to Daniel
Smith (or his
nominee)
Completion of the Option
Agreement with Denarius
Metals Corp. and receipt
of initial US$550k cash
payments
2 years from
the date of
issue
$12,164
-
2
1,500,000 to Myles
Campion (or his
nominee)
Successful Mining
Licence Application for
the Toral Project
2 years from
the date of
issue
$72,982
$57,307
250,000 to Daniel
Smith (or his
nominee)
Successful Mining
Licence Application for
the Toral Project
2 years from
the date of
issue
$12,164
$9,551
The Tranche 1 performance milestone was achieved during the previous year therefore the performance
rights were expensed in full in 2023.
The Tranche 2 performance milestone was achieved during the year therefore the performance rights were
expensed in full.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
47 | P a g e
Note 18: Commitments and contingencies
There are no material contingent liabilities or assets of the Group at the reporting date.
Note 19: Related party transactions
Compensation of Key Management Personnel
2024
2023
$
$
Short-term employee benefits
321,233
233,508
Post-employment benefits
10,315
9,220
Share based payments
80,165
253,788
411,713
496,516
Transactions between related parties are on normal commercial terms and conditions and no more favourable
than those available to other parties unless otherwise stated.
Subsidiaries
The consolidated financial statements include the financial statements of Europa Metals Ltd and the subsidiary
listed in the following table.
% Beneficial Equity
Interest
Name
Country of Incorporation
2024
2023
Ferrum Metals Pty Ltd
Australia
100
100
Europa Metals Ltd is the ultimate Australian parent entity and the ultimate parent of the Group. Transactions
between Europa Metals Ltd and its controlled entities during the year consisted of loan advances by Europa Metals
Ltd. All intergroup transactions and balances are eliminated on consolidation.
Income
from
Related
Parties
Expenditure
to Related
Parties
Amounts
Owed by
Related
Parties at
year end
Amounts
Owed to
Related
Parties at
year end
$
$
$
$
Minerva Corporate Pty Ltd (i)
2024
-
84,000
-
43,930
2023
-
84,000
-
11,000
Virico (IOM) Limited (ii)
2024
-
249,233
-
192,342
2023
-
171,096
-
19,869
Metallurgical Management Consultants
Pty Ltd
2024
-
36,000
-
3,300
2023
-
26,412
-
-
(i)
Mr D Smith, a non-executive director and company secretary for the Company, is also a director of Minerva
Corporate Pty Ltd. During the year, Minerva Corporate Pty Ltd received the above fees for company
secretarial and accounting services. These fees are based on normal commercial terms and conditions. Mr
D Smith was appointed on 16 January 2018.
(ii)
Mr M Campion, an executive director of the Company, is also a director of Virico (IOM) Limited. During the
year, Virico (IOM) Limited received the above fees for consulting services. These fees were based on normal
commercial terms and conditions and are included in the remuneration report.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
48 | P a g e
Note 19: Related party transactions (continued)
(iii)
Mr E Kirby, a non-executive director of the Company, is also a director of Metallurgical Management
Services Pty Ltd. During the year, Metallurgical Management Services Pty Ltd received the above fees for
consulting services. These fees were based on normal commercial terms and conditions and are included
in the remuneration report.
Note 20: Cash flow information
2024
2023
$
$
Reconciliation of cash flow from operations with loss from ordinary
activities after income tax
Loss from ordinary activities after income tax
(632,780)
(3,380,397)
Other income
-
-
Depreciation
-
6,506
Interest on unwinding of lease
-
13,467
Net foreign exchange differences
445
(44,723)
Share based payments
80,488
254,560
Loss on deconsolidation of subsidiary
-
1,267,907
Share of loss of associate
-
115,958
Changes in assets and liabilities
(Increase) / decrease in receivables
(41,495)
125,259
(Decrease) / increase in payables and provisions
193,526
(97,701)
Cash flows used in operations
(399,816)
(1,739,164)
Note 21: Financial risk management objectives and policies
The Group’s principal financial instruments comprise cash and short term deposits.
The main purpose of the financial instruments is to finance the Group’s operations. The Company also has other
financial instruments such as receivables and payables which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk, foreign currency
risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are
summarised below:
(a)
Interest Rate Risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of changes in market interest rates, and the effective weighted average interest rate for each class of financial
assets and financial liabilities, is set out in the following table. The effect on profit and equity after tax if interest
rates at that date had been 10% higher or lower with all other variables held constant would result in an immaterial
difference.
The Group has not entered into any hedging activities to manage interest rate risk. In regard to its interest rate
risk, the Group continuously analyses its exposure. Within this analysis, consideration is given to potential renewals
of existing positions, alternative investments and the mix of fixed and variable interest rates.
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
49 | P a g e
Note 21: Financial risk management objectives and policies (continued)
Weighted
Floating
Fixed
Non
Total
Average Effective
Interest Rate
%
Interest
Rate
$
Interest
Rate
$
Interest
Bearing
$
$
2024
Financial Assets
Cash
1.15%
3,644
-
248,431
252,075
Trade and other receivables
-
-
22,987
22,987
Total Financial Assets
3,644
-
271,418
275,062
Financial Liabilities
Trade and other payables
-
-
310,773
310,773
Total Financial Liabilities
-
-
310,773
310,773
2023
Financial Assets
Cash
1.35%
3,764
-
650,226
653,990
Trade and other receivables
-
-
23,179
23,179
Total Financial Assets
3,764
-
673,405
677,169
Financial Liabilities
Trade and other payables
-
-
118,902
118,902
Total Financial Liabilities
-
-
118,902
118,902
(b)
Liquidity Risk
The Group manages liquidity risk by maintaining sufficient cash reserves and marketable securities required to
meet the current exploration and administration commitments, through the continuous monitoring of actual cash
flows.
Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long term funding and
liquidity management requirements.
2024
Less than 12
months
$
Between 1 to
2 years
$
Between 2
and 5 years
$
Over 5 years
$
Trade and other payables
310,773
-
-
-
2023
Less than 12
months
$
Between 1 to
2 years
$
Between 2
and 5 years
$
Over 5 years
$
Trade and other payables
118,902
-
-
-
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
50 | P a g e
Note 21: Financial risk management objectives and policies (continued)
(c)
Credit Risk
Credit risk arises in the event that a counterparty will not meet its obligations under a financial instrument leading
to financial losses. The Company is exposed to credit risk from its operating activities and financing activities
including deposits with banks and investments with insurance companies. The credit risk control procedure
adopted by the Company is to assess the credit quality of the institution with whom funds are deposited or invested,
taking into account its financial position and past experiences.
The maximum exposure to credit risk on financial assets of the Company which have been recognised in the
statement of financial position is generally limited to the carrying amount.
Cash is maintained with National Australia Bank, Banco Popular and Unicaja Banco of Spain, with ratings from
Standard & Poors of AA or above (long term).
(d)
Foreign Exchange Risk
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise. The carrying amount of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date is as follows:
Liabilities
Assets
2024
$
2023
$
2024
$
2023
$
Great British Pounds (GBP)
(192,342)
(40,406)
220,580
614,469
South African Rand (ZAR)
(4,424)
(14,370)
1
1
Euro (EUR)
-
-
-
-
Foreign currency sensitivity analysis
The Group is exposed to Great British Pound (GBP) and Euro (EUR) currency fluctuations.
A sensitivity analysis has not been disclosed as the impact of any reasonable fluctuation in exchange rates is not
considered to be material to the Group.
(e)
Fair value
The fair values of cash, trade and other receivables and trade and other payables approximate their carrying
values, as a result of their short maturity or because they carry floating rates.
Note 22: Parent Entity Information
2024
2023
$
$
Current assets
316,748
677,169
Total assets
317,681
677,792
Current liabilities
310,795
118,902
Total liabilities
310,795
118,902
Issued capital
53,875,159
53,704,867
Accumulated Losses
(57,572,207)
(56,975,511)
Reserves
3,703,022
3,829,534
Total shareholders’ equity
5,974
558,890
Loss of the parent entity
(596,696)
(3,379, 805)
Europa Metals Ltd
A.C.N. 097 532 137
Notes to the consolidated financial statements
For the year ended 30 June 2024
51 | P a g e
Note 22: Parent Entity Information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiary
There have been no guarantees entered into by the parent entity in relation to any debts of its subsidiary.
Contingent liabilities
The parent entity has no contingent liabilities as at 30 June 2024 (2023: Nil).
Capital commitments – Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 (2023: Nil).
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, 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 joint ventures 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 23: Significant events after the reporting date
There are subsequent events to report, as follows:
On 17 September 2024, the Company announced that it had entered into a binding letter of intent with Denarius
Metals Corp in relation to the proposed disposal of the Toral Project.
On 17 October 2024, the Company announced that it had entered into a conditional Term Sheet with Viridian
Metals Ireland Limited in relation to the proposed acquisition of Viridian and its wholly-owned Tynagh brownfield
Pb/Zn/Cu/Ag project in the Republic of Ireland.
At the Company’s General Meeting held on 25 October 2024, Shareholders overwhelmingly voted in favour of the
resolution to dispose of the Toral project to Denarius Metals.
No other matters or circumstances have arisen since the end of the financial year, other than as noted above, that
may significantly affect the operations of the Company, the results of these operations, or the state of affairs in
future financial years.
Europa Metals Ltd
A.C.N. 097 532 137
Consolidated Entity Disclosure Statement
52 | P a g e
Name
Type of entity
% of
share
Country of
Incorporation
Australian
resident or
foreign
resident
Foreign
jurisdiction (s)
of foreign
residents
Parent
Europa Metals Ltd
Body Corporate
-
Australia
Australian
n/a
Subsidiaries
Ferrum Metals Pty Ltd
Body Corporate
100
Australia
Australian
n/a
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act
2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial
year in accordance with AASB 10 Consolidated Financial Statements.
Europa Metals Ltd
A.C.N. 097 532 137
Directors’ Declaration
53 | P a g e
In the opinion of the directors of Europa Metals Ltd:
(a)
the financial statements and notes set out on pages 29 to 51 are in accordance with the Corporations
Act 2001, including:
(i)
giving a true and fair view of the financial position of the Group as at 30 June 2024 and of its
performance, as represented by the results of its operations and its cash flows, for the year ended
on that date; and
(ii)
complying with Accounting Standards in Australia and the Corporations Regulations 2001,
professional requirements and other mandatory requirements;
(b)
the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in Note 2(b); and
(c)
subject to the matters discussed in Note 2(c), there are reasonable grounds to believe that the Group
will be able to pay its debts as and when they become due and payable.
(d)
The consolidated entity disclosure statement on page 52 is true and correct as at 30 June 2024
This declaration has been made after receiving the declarations required to be made to the directors in accordance
with section 295A of the Corporations Act 2001 for the year ended 30 June 2024.
This declaration is made in accordance with a resolution of the directors.
D Smith
Non-Executive Director
Perth
31 October 2024
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 members 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.
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Europa Metals Ltd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Europa Metals Ltd (the Company) and its subsidiary (the
Group), which comprises the consolidated statement of financial position as at 30 June 2024, 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 material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
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.
Material uncertainty related to going concern
We draw attention to Note 2(c) in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
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. In addition to the matter described in the Material uncertainty
related to going concern section, we have not identified any key audit matters to be communicated in
our report.
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 2024, 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:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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 at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 13 to 20 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Europa Metals Ltd, for the year ended 30 June 2024,
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
Ashleigh Woodley
Director
Perth, 31 October 2024
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 members 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.
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF EUROPA METALS
LTD
As lead auditor of Europa Metals Ltd for the year ended 30 June 2024, 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 Europa Metals Ltd and the entity it controlled during the period.
Ashleigh Woodley
Director
BDO Audit Pty Ltd
Perth
31 October 2024
58 | P a g e
Additional JSE Information
Headline earnings reconciliation
2024
2023
$
$
Loss attributable to ordinary equity holders of the parent
entity
(632,780)
(3,380,397)
Add back IAS 16 loss on the disposal of plant and equipment
-
-
Less profit on sale of available for sale investments
-
-
Total tax effects of adjustments
-
-
Headline loss
(632,780)
(3,380,397)
Basic loss
(632,780)
(3,380,397)
Weighted average shares in issue
96,098,884
88,207,380
Basic loss per share (cents)
(0.66)
(3.83)
Headline loss
(632,780)
(3,380,397)
Weighted average shares in issue
96,098,884
88,207,380
Headline loss per share (cents)
(0.66)
(3.83)