Element 25 Limited
ABN 46 119 711 929
Annual Report
for the year ended 30 June 2022
Contents
Corporate Directory
Chairman’s Letter
Principal Activities and Review of Operations
Directors' Report
Audit Independence Declaration
Corporate Governance Statement
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Auditor’s Report
ASX Additional Information
3
4
5
14
22
23
24
25
26
27
28
53
54
58
Corporate Directory
Directors
Seamus Cornelius (Non-Executive Chairman)
Justin Brown (Managing Director)
John Ribbons (Non-Executive Director)
Solicitors
House Legal
86 First Avenue
MT LAWLEY WA 6050
Bankers
National Australia Bank Limited
1232 Hay Street
WEST PERTH WA 6005
Share Register
Automic Pty Ltd
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone: 1300 288 664
Web: www.automicgroup.com.au
Auditors
Rothsay Audit & Assurance Pty Ltd
Level 1, Lincoln Building
4 Ventnor Avenue
WEST PERTH WA 6005
Company Secretary
Michael Jordon
Registered Office
Level 1, Building B
Garden Office Park
355 Scarborough Beach Road
OSBORNE PARK WA 6017
Principal Place of Business
Level 1, Building B
Garden Office Park
355 Scarborough Beach Road
OSBORNE PARK WA 6017
E-mail: admin@e25.com.au
Internet Address
www.element25.com.au
Stock Exchange Listing
Element 25 Limited shares (Code: E25) are listed on the
Australian Securities Exchange.
Annual Report 2022
Page | 3
Letter from the Chairman
Dear shareholders,
It is with great pleasure that I provide you with Element 25 Limited annual report for fiscal year 2022.
Notwithstanding a series of unforeseen processing and weather-related challenges, E25 demonstrated its capacity to execute on core
objectives within our export business, while also making significant progress towards our staged High Purity Manganese Sulphate
Project (HPMSM) expansion strategy.
At our flagship Butcherbird Manganese Project in WA, our team was able to deliver a series of processing improvements which
culminated in the Company recording its first operating cashflow neutral quarter in the June 2022 quarter. Additional processing
plant modifications are planned over the coming months, and we anticipate these improvements will be reflected in a steadier
production profile.
A key milestone during the year was E25’s maiden shipment of manganese concentrate, which was followed by a further four manganese
concentrate shipments totalling 174,425t Mn, solidifying the Company’s position as a trusted supplier of manganese concentrate to
global markets.
Our team also delivered a positive HPMSM plant scoping study in January 2022 which outlined a low operating cost, long-life High Purity
Manganese Sulphate Project with compelling economics over a 20-year project life.
This study is an important foundational piece of our HPMSM strategy, and the company is currently finalising a Definitive Feasibility
Study (DFS) to demonstrate the commercial potential of this opportunity more clearly.
With an eye to the future, E25 has continued to build and foster key relationships highlighted by a collaborative partnership with Circulor
Ltd to establish full manganese traceability and dynamic tracking of CO2, environmental, social and governance (ESG) standards for
products produced from Butcherbird.
We are also pleased to report the Malaysian city of Sarawak has been identified as a potential site for the company’s first HPMSM
processing facility. Positive discussions were held with MIDA and the Sarawak State Government in relation to the construction of a new
conversion plant in Sarawak to produce high purity manganese for lithium-ion batteries.
I would also like to take this opportunity to thank my fellow Board members, our entire staff and our contractors for their ongoing
commitment and dedication towards advancing the business during this important period.
We enter the new financial year well capitalised and with considerable momentum and with a series of important catalysts on the
horizon, we look forward to creating value for our shareholders over the next 12 months.
Seamus Cornelius
Chairman
Annual Report 2022
Page | 4
Principal Activities and Review of Operations
1.
The Butcherbird Project
1.1.
Introduction
Element 25 Limited (E25 or the Company) is the operator of the Butcherbird Manganese Project (Butcherbird or Project)
which hosts the Australia’s largest onshore manganese resource with current JORC resources of more than 260Mt of
manganese ore1.
Butcherbird is located 1,050 km north of Perth and 130km south of Newman in the Pilbara region of
Western Australia. The Company plans to integrate renewable energy into the power solution over
time to target a zero-carbon footprint for the Project, which is expected to also reduce
energy costs.
E25’s goal is to become an industry leading, world class, low-carbon battery materials
manufacturer, producing high quality manganese concentrate and battery grade
high purity manganese sulphate monohydrate (HPMSM) products for traditional
and new energy markets.
The Company’s strategic vision can be summarised in four key stages:
Stage 1 365Kt per annum:
In production and optimising processes
Stage 2 1 Mt per annum:
Engineering optimisation in progress
Stage 3 Battery grade MnSO4:
Feasibility study scheduled for completion in late 2022
Stage 4 MnSO4 Expansion:
Long term – multiple HPMSM modules globally
E25’s export business continues to demonstrate the company’s reliability as a trusted supplier of manganese concentrate to global
markets, at a time when commodity producers are facing extensive disruptions from a complex array of factors.
Key operational milestones achieved during the 12 months in focus include:
•
•
•
•
Successful maiden shipment of manganese concentrate, which was followed by four further manganese concentrate
shipments totalling 174,425t Mn.
Delivery of a positive HPMSM plant scoping study in January which outlined a low operating cost, long-life High Purity
Manganese Sulphate Project with compelling economics over a 20-year project life.
Entered a collaborative partnership with Circulor Ltd to establish full manganese traceability and dynamic tracking of CO2,
environmental, social and governance (ESG) standards for products produced from Butcherbird.
Advanced positive discussions with MIDA and the Sarawak State Government in relation to the construction of a new
conversion plant in Sarawak to produce high purity manganese for lithium-ion batteries.
1 Refer ASX Announcement 17 April 2019
Annual Report 2022
Page | 5
Principal Activities and Review of Operations
1.2.
Operations Summary
•
•
•
•
•
•
During FY2022, E25 shipped its maiden shipment of manganese concentrate, which was followed by 4 further manganese
concentrate shipments totalling 174,425 tonnes Mn.
The Company took delivery of a new scalping screen and radial stacker conveyor units (see Figures 1.3.1 and 1.3.2) – a key
initiative to alleviate material handling bottlenecks caused by high clay content feed.
E25 is targeting larger shipments to achieve more competitive shipping tariffs and has established a laydown area in Port
Hedland to build stockpiles to optimise mine haulage and port charges.
Butcherbird is ramping up to steady state manganese concentrate production as key processing plant improvements take
effect.
Production operating at off-taker product specification and focus is now on reaching nameplate rated throughput.
Further improvements targeted in throughput and grade from on-going process improvements.
• Handling properties of E25 concentrate continues to receive positive feedback from customers across the supply chain.
•
•
Inclement weather impacted production and delayed installation of the scalping screen and radial stacker conveyor units in
the fourth quarter which will now be installed in late 2022 to improve clay handling and increase throughput and production
volumes.
34-hole, 904m Reverse Circulation (RC) drill program completed during the March 2022 quarter confirmed multiple extensions
to known manganese mineralisation outside the current resource boundary(ies).
Production Summary
September
2021 Qtr
December
2021 Qtr
March
2022 Qtr
June
2022 Qtr
Total
21-22 Yr
Mined Ore Tonnes
330,315
208,157
224,490
184,175
947,137
Product Tonnes
42,149
32,348
51,288
48,640
174,425
Closing Stockpiles
7,213
8,973
26,164
40,458
Table (1.2.1): Butcherbird Production Summary
1.3.
Operations Report
Safety
No Lost Time Injuries (LTI's) or Medical Treatment Injuries (MTI's) were sustained during the year. The 12 Month LTI and MTI rates were
noted as zero.
Annual Report 2022
Page | 6
Principal Activities and Review of Operations
Operations
The 2021-2022 financial year provided the sale of E25’s maiden manganese concentrate shipment in July 2021. This was followed by a
further four shipments during the year for a total of 174,425t shipped. Concentrate stockpiles at the end of the year totalled 40,458 with
the next shipment due in Q3 2022.
Mining progressed throughout the year keeping in front of plant requirements and pre-stripping new mining areas where mining
capacity allowed. A new Geology manager was added to the team to boost geological input into the process. The mining contractor was
changed from Iron Mine Contracting to ReGroup, formerly AK Evans in late 2021. The orebody performed generally in line with
expectations.
The second quarter saw the unexpected failure of a log washer shaft. Activity at the plant was halted for approximately four weeks
during which time, scheduled plant improvement and maintenance activities were undertaken to maximise the use of this downtime.
The initial modification works completed included a range of tasks designed to improve and optimise the following aspects of the plant,
including:
•
•
•
•
improved access for maintenance;
improved management of material flow through the plant;
reduction to wear on key components; and
improvements in noise and dust control and adjustment to the overall site layout to increase operational and maintenance
scheduling flexibility.
Production resumed following the log washer repair and a new record daily production of 1,209 tonnes of concentrate produced was
recorded in January 2022. During the March 2022 quarter, The Company continued to undertake rectification works around the primary
comminution circuit to alleviate throughput bottlenecks caused by material handling challenges due to high clay content feed. The first
stage of this work saw the mobilisation to site of a scalping screen and radial stacker conveyors to allow clay rich ore feed to be better
managed through the front end of the plant and eliminate one of the biggest challenges in achieving nameplate throughput volumes.
Installation of the additional equipment was delayed by the high rainfall experienced and is expected to be completed as soon as is
practicable.
Figures (1.3.1) & (1.3.2): Scalper and Radial Stacker Conveyor Units mobilising to Butcherbird
Annual Report 2022
Page | 7
Principal Activities and Review of Operations
During the June 2022 quarter, E25 encountered further plant reliability issues, which impacted throughput. As a result, the Company
moved swiftly to employ a full-time Maintenance Manager and Maintenance Planner to support the processing team, and a major
shutdown was planned to follow the first shipment in FY2023. Abnormally high rainfall in the June 2022 quarter resulted in a decrease
in mining and process volumes due to wet clayey ore clogging the plant.
Drilling Extends Butcherbird Mineralisation
A reverse circulation drilling programme comprising 34 holes for
904m was completed in the first quarter of 2022, targeting areas
E52/2350
No Holes
where there was no historical drilling. The programme was
Total m Drilled
designed to test for extensions to the known manganese resource
Metres Sampled
areas. The drilling primarily targeted the areas to the west and
south of the Ilgarari Ridge deposit.
Manganese mineralisation was logged in multiple drillholes and
assays confirmed commercially significant grades and widths of
manganese in multiple holes.
E52/3606
No Holes
Total m Drilled
Metres Sampled
Total
No Holes
Several holes were drilled to sterilise potential infrastructure
Total m Drilled
locations as part of the planning for the proposed expanded
Metres Sampled
22
610
600
12
294
288
34
904
888
production at Butcherbird, however a number these holes also Table 1.3.1: Exploration Drilling Summary
intersected significant manganese mineralisation forcing a re-evaluation of the proposed layout.
Figure (1.3.3): Lateritic manganese mineralisation intercepted in exploration drilling at the Butcherbird Project
Annual Report 2022
Page | 8
Principal Activities and Review of Operations
Manganese Prices
Global supply chain and other disruptions have resulted in
cost pressures on all manganese ore producers with
customers markets in China and this has put upward
pressure on ore prices.
According to recent data from Asia Metal and Petra Capital,
recent benchmark pricing for 44% manganese grade
material cif China has exceeded $8/dmtu, a cyclical high.
Under the terms of the offtake agreement with OM
Materials (S) Pte Ltd (OMS), subsidiary of ASX-listed
company OM Holdings Limited (ASX:OMH) (OMH) pricing is
set by a formula referenced to the 44% CIF China price.
Figure 1.3.4: Pricing for 44% Mn cif China
Expansion Studies
The Company is considering the Stage 2 expansion of Butcherbird including the potential installation of a dense media separation (DMS)
facility to enhance recoveries and product grades as well as opportunities to produce value added products including the production
of battery grade HPMSM for electric vehicle (EV) batteries to power the global transition away from fossil fuel powered mobility.
Manganese is emerging as an increasingly important ingredient for EV batteries, with potential supply constraints for nickel and cobalt
forcing battery manufacturers to look to high manganese cathodes to produce the vast amount of cathode material required by the EV
industry in coming years.
The Project is ideally placed to feed this potential demand, with advanced flowsheet development work undertaken in 2019 and 2020
confirming a simple, proprietary leach process for E25 ores which, when combined with offsets, will target the world’s first Zero Carbon
Manganese for EV cathode manufacture2. Flowsheet optimisation for inclusion in upcoming feasibility studies is ongoing.
2 Refer ASX Announcement 12 February 2019
Annual Report 2022
Page | 9
Principal Activities and Review of Operations
2.
Mineral Resources and Ore Reserves
2.1.
Mineral Resource Estimate as at 30 June 2022
Butcherbird Manganese project Mineral Resource Classification as first reported on 17 April 20192. Movements in mineral resource
estimate in the year ended 30 June 2022 is as follows:
Category
30-Jun-21
Measured
Indicated
Inferred
Total
Less mining
Measured
Indicated
Inferred
Total
Plus ROM Stocks
Measured
Total
30-Jun-22
Measured
Indicated
Inferred
Total
Notes:
Tonnes (Mt)
Mn (%)
Si (%)
Fe (%)
Al (%)
16
41
206
263
1.2
0.1
0
1.3
0.5
0.5
15.3
40.9
206.0
262.2
11.6
10.0
9.8
10.0
12.8
10.0
0
12.6
11.5
11.5
11.5
10.0
9.8
9.9
20.6
20.9
20.8
20.8
20.6
123.4
0
28.5
20.5
20.5
20.6
20.9
20.8
20.8
11.7
11
11.4
11.4
11.7
69.5
0
16.1
11.7
11.7
11.7
11.00
11.4
11.4
5.7
5.8
5.9
5.9
5.7
5.8
0
5.7
5.6
5.6
5.7
5.8
5.9
5.9
1 Closing ROM stocks as at 30 June 2022 included in production figure
- Reported at a 7% Mn cutoff for the Measured and Indicated categories and an 8% Mn cut-off for the Inferred category
- All figures rounded to reflect the appropriate level of confidence (apparent differences may occur due to rounding)
3.2.
Mining Reserve as at 30 June 2022
Based on the results of the Pre-Feasibility Study completed in May 2020, E25 published a Maiden Ore Reserve for the Project of 50.55Mt
in the Proved and Probable categories3
Butcherbird Manganese project Mineral Reserve Classification as first reported on 19 May 2020. Movements in mineral reserves in the
year ended 30 June 2022 is as follows:
3 Refer ASX Announcement 19 May 2020
Annual Report 2022
Page | 10
Principal Activities and Review of Operations
Classification
Tonnes
(Mt)
Grade
(Mn%)
Contained Mn
(Mt)
Recovered Mn
(Mt)
30-Jun-21
Proved
Probable
Total
less mining
Proved
Probable
Total
plus ROM Stocks1
Proved
Total
30-Jun-22
Proved
Probable
Total
Notes:
14.2
36.2
50.4
1.2
0.1
1.3
0.5
0.5
13.5
36.1
49.6
11.2
9.79
10.2
12.8
10.0
12.6
11.5
11.5
11.1
10.0
10.1
1.6
3.5
5.1
0.2
0.0
16.4
0.06
0.06
1.5
3.6
5.0
1.3
2.9
4.2
0.1
0.0
13.4
0.05
0.05
1.2
3.0
4.1
1 Closing ROM stocks at 30 June 2022 included in production figure
The Company’s ore reserve and mineral resource estimates for the Butcherbird Operations in accordance with the JORC code, involve
elements of estimation and judgement. The preparation of these estimates involves application of significant judgement and no
guarantee or assurance of mineral recovery levels, or the commercial viability of deposits can be provided. The actual quality and
characteristics of mineral deposits cannot be known until mining takes place and will almost always differ from the assumptions used
to develop resources. Further, ore reserves are valued based on assumed future costs and future commodity prices and, consequently,
the value of actual ore reserves including their economic extraction, and mineral resources may differ from those estimated, which may
result in either a negative or positive effect on operations. E25 takes a medium-term view to these inputs in the formulation of ore
reserves and then monitors operating conditions to allow the Company to respond accordingly should negative variances occur.
3.3.
Review of Material Changes
The Company updated its Mineral Resource estimates for the Project on 17 April 2019. Total reported Measured, Indicated and Inferred
Mineral Resource estimates are 263 million tonnes at 10.0% per cent manganese for 26 million tonnes of contained manganese.
A Maiden Reserve for the Project was announced on 19 May 2020. Total Proved and Probable Reserves are 49.8 million tonnes at 10.2%
Mn for 4.2 million tonnes of contained manganese.
Other than mining depletion, shown above, the Company confirms that it is not aware of any new information or data that materially
affects the information included in the original announcements dated 17 April 2019 and 19 May 2020 and that all material assumptions
and technical parameters underpinning the estimates continue to apply and have not materially changed.
Annual Report 2022
Page | 11
Principal Activities and Review of Operations
3.4.
External Factors and Material Business Risks Affecting Company Results
The Company’s Board and management identify, monitor and manage risks through its Risk Management Framework, and where
possible, attempt to mitigate the risk of adverse outcomes through the adoption of controls and mitigation strategies.
The following factors are all capable of having a material adverse effect on the Company’s business, affecting the Company results and
impacting the Company’s prospects for future financial years.
Commodity Prices
The Company generates revenue from the sale of Manganese concentrate through long-term customer offtake and sales agreements.
The commodity price is determined by external markets which are outside the Company’s control, making it susceptible to adverse
price movements. The Company uses foreign exchange hedging to manage commodity price and currency exchange risk. Declining
commodity prices can impact the financial returns from existing operations. The Company closely monitors Manganese concentrate
pricing and where necessary, can modify operations to minimise exposure to adverse price movements and maximise upside during
times of above average pricing.
Production, Operating and Capital Costs
The Company’s current and future financial performance and position are dependent on production levels achieved, as well as operating
and a lesser extent capital cost outcome. Production activities can be subject to variation due to several factors including the local mine
strip ratio, changes in ore characteristics. The Company’s main operating costs include contractor costs, materials and diesel, personnel
costs, and ore haulage and shipping costs.
Operating costs are subject to external economic conditions (including inflationary pressures both domestically and globally) which can
impact the availability, cost, and quality of procured items. Examples could include the availability of spare parts, changes to diesel fuel
or diesel fuel rebate, ore haulage and shipping prices, the availability of suitably qualified and experienced labour and maintenance
parts and equipment.
Changes in the operating costs of the Company’s mining and processing operations costs could occur due to unforeseen events,
international and local economic and political events, and could result in changes in manganese reserve estimates. Many of these factors
are beyond the Company’s control, therefore E25 may be faced with varied production and higher operating costs in the future
compared to current costs. The Company manages risks associated with costs through a centralised contracts and procurement
function.
Transport Services
The Company’s operations depend on the delivery of finished product to port and the delivery of materials, supplies, services, and
equipment to the Butcherbird mine site. E25 is dependent on third parties for the provision of ore haulage, port, shipping, and other
transportation services. Contractual disputes, port capacity issues, availability of trucks or vessels, labour disruptions, COVID-19 related
travel restrictions, weather problems or other factors could have a material adverse effect on E25’s ability to transport product and
materials to meet schedules, which may in turn impact E25’s business, results of operations and financial performance.
Annual Report 2022
Page | 12
Principal Activities and Review of Operations
3.5.
Governance controls
The Company reports its Mineral Resources and Ore Reserves on an annual basis, with Mineral Resources inclusive of Ore Reserves.
Reporting is in accordance with the 2012 Edition of the Australasian Code for Report of Exploration Results, Mineral Resources and Ore
Reserves and the ASX Listing Rules. All Competent Persons named by E25 are suitably qualified and experienced as defined in the JORC
Code 2012 Edition.
3.6.
Competent Persons Statement
The information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves listed in the table below is based
on, and fairly represents, information and supporting documentation prepared by the Competent Person whose name appears in the
same row. Each person named in the table below has sufficient experience which is relevant to the style of mineralisation and types of
deposits under consideration and to the activity which he/she has undertaken to qualify as a Competent Person as defined in the JORC
Code 2012. Each person identified in the list below consents to the inclusion in this announcement of the material compiled by them in
the form and context in which it appears.
Activity
Exploration Results
Yanneri Ridge, Coodamudgi, Mundawindi and Ritchies Mineral
Resource Estimates
Competent Person Membership Institution
Justin Brown
Australasian Institute of Mining and Metallurgy
Greg Jones
Australasian Institute of Mining and Metallurgy
Bindi, Ilgarrari, and Cadgies Mineral Resource Estimates
Mark Glassock
Australasian Institute of Mining and Metallurgy
Mining, Metallurgy and Financial Modelling in relation to
Mineral Reserves
Ian Huitson
Australasian Institute of Mining and Metallurgy
At the time that the Exploration Results and Exploration Targets were compiled, Mr Brown was an employee of Element 25 Limited. Mr.
Greg Jones, who acts as Consultant Geologist for E25 is a full time employee of IHC Robbins. At the time that the Mineral Resources were
compiled, Mr Glassock was a consultant to Element 25 Limited. Mr Ian Huitson is employed by Mining Solutions Pty Ltd. Mr Huitson is a
shareholder of Element 25 Limited. Mr Huitson has visited site on a number of occasions as part of the ongoing studies of the Project.
Please note with regard to exploration targets, the potential quantity and grade is conceptual in nature, that there has been insufficient
exploration to define a Mineral Resource and that it is uncertain if further exploration will result in the determination of a Mineral
Resource.
Annual Report 2022
Page | 13
Director’s Report
DIRECTORS REPORT
Your directors submit their report on the consolidated entity (the Group, the Company or E25) consisting of Element 25 Limited and the
entities it controlled at the end of, or during, the year ended 30 June 2022.
DIRECTORS
The names and details of the Company’s directors in office during the financial year and until the date of this report are as follows.
Where applicable, all current and former directorships held in listed public companies over the last three years have been detailed
below. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience, and special responsibilities
Seamus Cornelius
(Non-Executive Chairman, Chairman of Remuneration Committee, Audit Committee member)
Mr Cornelius is an experienced international corporate lawyer and company director. He was a partner with a major international law
firm from 2000 to 2010 and resided in China from 1993 until 2017. In 2010, Mr Cornelius commenced his public company career as
company director and is currently a director and non-executive chairman of Buxton Resources Limited and Duketon Mining Limited and
is executive chairman of Danakali Limited. Mr Cornelius has not held any former directorships in the last three years.
Justin Brown
B.Sc. (Hon), (Managing Director, Audit Committee member)
Mr Brown is a geologist with over 20 years of experience in global mineral exploration and mining. He has been involved in the full
spectrum of mineral exploration through to mining in a range of commodities.
Mr Brown has also held a number of board positions, including an executive role with Element 25 Limited since 2006. He has a strong
track record of closing successful commercial transactions and brings a well-rounded set of skills to the management of the Company's
activities. Mr Brown was the founding Managing Director of the Company.
John Ribbons
B.Bus, CPA, ACIS (Non-Executive Director, Chairman of Audit Committee, Remuneration Committee member)
Mr Ribbons is an accountant who has worked within the resources industry for over twenty years in the capacity of Group Financial
Controller, Chief Financial Officer or Company Secretary.
Mr Ribbons has extensive knowledge and experience with ASX listed production and exploration companies. He has considerable site-
based experience with operating mines and has also been involved with the listing of several exploration companies on the ASX. Mr
Ribbons has experience in capital raising, ASX and TSX compliance and regulatory requirements. Mr Ribbons has not held any former
directorships in the last three years.
COMPANY SECRETARY
Michael Jordon
B.Bus, CPA
Mr Jordon has extensive experience across many industries with a focus on manufacturing and service delivery sectors. He has most
recently held positions of Chief Financial Officer and Chief Operating Officer and has been responsible for business start up
development, merger and acquisition and business financing activities across Australia and Europe.
Annual Report 2022
Page | 14
Director’s Report
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of Element 25 Limited were:
Seamus Cornelius
Justin Brown
John Ribbons
PRINCIPAL ACTIVITIES
Ordinary
Shares
Options over
Ordinary Shares
6,255,177
7,405,360
1,500,000
1.550,000
3,100,000
1,550,000
During the year the Group commissioned the Stage 1 manganese processing plant at the Group’s 100% owned Butcherbird Manganese
(Project) located in Australia. First ore exports were completed followed by regular shipments to the Company’s offtake partners.
Metallurgical test work and feasibility studies were ongoing to construct a processing facility to convert the Butcherbird manganese ore
into high purity manganese sulphate monohydrate for use in lithium-ion battery manufacture.
DIVIDENDS
No dividends were paid or declared during the financial year. No recommendation for payment of dividends has been made.
RESULTS
The Company recognised revenue of $26,932,732 (2021: Nil) in respect to the first year of shipments of ore from the Group’s Project
located in Australia and other income of $396,664 (2021: $1,281,474) in respect to the sale of minerals, research and development tax
incentives and interest income.
During the period the Group incurred cost of sales of $38,320,512 (2021: $1,516,261) in respect to direct material and production costs
attributable to the extraction, processing, and transportation of manganese ore.
During the year tenement acquisition and exploration expenditure incurred by the Group amounted to $1,009,110 (2021: $1,654,747).
The Group recognised a net fair value loss on financial assets of $1,338,163 (2021: $16,711 fair value loss) and administration expenditure
incurred amounted to $2,705,630 (2021: $2,154,769). Share based payment expense was $Nil (2021: $2,105,900). This has resulted in an
operating loss after income tax for the year ended 30 June 2022 of $17,546,770 (2021: $6,494,415).
The Group had a cash balance of $14,927,576 at 30 June 2022.
Summarised operating results are as follows:
Consolidated entity revenues and profit from ordinary activities before income tax
expense
Shareholder Return
Basic and diluted loss per share (cents)
2022 Revenue
2022 Results
$
$
26,968,742
(17,546,769)
2022
$
(11.61)
2021
$
(4.96)
Annual Report 2022
Page | 15
Director’s Report
Risk Management
The Board is responsible for ensuring that risks and opportunities are identified on a timely basis and that activities are aligned with the
risks and opportunities identified by the Board.
The Group believes that it is crucial for all board members to be a part of this process, and as such the Board has not established a
separate Risk Management committee.
The Board has a number of mechanisms in place to ensure that Management's objectives and activities are aligned with the risks
identified by the Board. These include the following:
Board approval of a strategic plan, which encompasses strategy statements designed to meet stakeholders needs and manage
business risk.
Implementation of Board approved operating plans and budgets and Board monitoring of progress.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed in this Annual Report, no significant changes in the state of affairs of the Group occurred during the financial
year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstances, besides those disclosed at note 28, have arisen since the end of the financial year which significantly
affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in
future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group expects to continue the mining operations at the Project located in Australia as well as advancing the planned High Purity
Manganese Sulphate Monohydrate Plant.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is
compliant with all environmental legislation. The directors of the Group are not aware of any breach of environmental legislation for the
year under review.
COVID-19 IMPACT
The COVID 19 pandemic stands as a risk to the operations of the Company. To date, the Company has deployed a comprehensive set of
control measures to ensure the safety of its personnel, together with alignment to government directives to support the broader
community response to COVID 19. However, it is possible that the Company will be required to implement further measures to manage
COVID 19. These measures have the potential to cause disruption and delays to operations and could require a total shut down of
operations for a period. Any such measures implemented could increase unit operating costs, impact revenue and/or affect the
saleability of product.
Annual Report 2022
Page | 16
Director’s Report
REMUNERATION REPORT (AUDITED)
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
Principles used to determine the nature and amount of remuneration
Remuneration Policy
The remuneration policy of E25 has been designed to align key management personnel objectives with shareholder and business
objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas
affecting the Group’s financial results. The Board of E25 believes the remuneration policy to be appropriate and effective in its ability to
attract and retain the best key management personnel to run and manage the Group.
The Board’s policy for determining the nature and amount of remuneration for key management personnel of the Group is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives (if any), was developed
by the Board. All executives receive a base salary (which is based on factors such as length of service and experience) and
superannuation. The Board reviews executive packages annually by reference to the Group’s performance, executive performance and
comparable information from industry sectors and other listed companies in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses, and options. The policy is designed to attract and retain
the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements.
The executive directors and executives (if any) receive a superannuation guarantee contribution required by the government, which was
10.0% for the 2022 financial year, and do not receive any other retirement benefits. Some individuals may choose to sacrifice part of
their salary to increase payments towards superannuation.
All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Options are valued using the
Black-Scholes methodology.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment, and
responsibilities. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on
market practice, duties, and accountability. Independent external advice is sought when required. The maximum aggregate amount of
fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting (currently
$350,000). Fees for non-executive directors are not linked to the performance of the Group. However, to align directors’ interests with
shareholder interests, the directors are encouraged to hold shares in the Company.
Performance based remuneration
The Group currently has no performance-based remuneration component built into key management personnel remuneration
packages.
Group performance, shareholder wealth and key management personnel remuneration
The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and
key management personnel performance. Currently, this is facilitated through the issue of options to the majority of key management
personnel to encourage the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing
shareholder wealth.
Use of remuneration consultants
The Group did not employ the services of any remuneration consultants during the financial year ended 30 June 2022.
Voting and comments made at the Company’s 2021 Annual General Meeting
The Company received approximately 94% of “yes” votes on its remuneration report for the 2021 financial year. The Company did not
receive any specific feedback at the Annual General Meeting or throughout the year on its remuneration practices.
Annual Report 2022
Page | 17
Director’s Report
Details of remuneration
The key management personnel of the Group include only the directors as per page 15. Details of the remuneration of the key
management personnel of the Group are set out in the following table:
Short-Term
Post-
Employment
Salary
& Fees
$
54,794
56,410
242,916
220,000
42,000
42,000
Non-Monetary Superannuation
$
$
-
-
-
6,487
-
-
5,479
5,359
24,292
21,516
-
-
Long-Term
Long Service
Leave
$
-
-
16,118
4,378
-
-
Seamus Cornelius
2022
2021
Justin Brown
2022
2021
John Ribbons
2022
2021
Share-based
Payments
Total
Options
$
-
140,225
-
280,450
-
140,225
$
60,273
201,994
283,326
532,831
42,000
182,225
Total key management personnel compensation
2022
2021
339,710
318,410
-
6,487
29,771
26,875
16,118
4,378
-
560,900
385,599
917,050
Service agreements
The details of service agreements of the key management personnel of the Group are as follows:
Justin Brown, Managing Director:
Term of agreement – until terminated in accordance with the agreement. The Company may terminate without cause at any
time by giving six months’ written notice, whilst the executive must provide three months’ written notice of termination (unless
breach or agreement by the Company). The agreement contains standard clauses on immediate termination for breach of
contract or misconduct.
Annual salary of $275,000 (plus statutory superannuation), plus the provision of income protection insurance. Mr Brown’s
salary is reviewed on an annual basis. In addition, the Company has provided the following bonus incentives to Justin Brown:
o Cash bonus of $27,500 upon the Company achieving steady state nameplate production at the Project for a
continuous period of not less than three months; and
o Cash bonus of $27,500 upon the Company achieving a cashflow positive quarter as reported in the Company’s
Appendix 5B to the ASX.
In the event the Managing Director is terminated as a result of one of the following circumstances the Company will make a six
calendar months termination payment at the base salary and any unvested incentive options will vest immediately:
o
o
o
o
The executive is demoted from his position as executive director of the Company;
The executive is terminated by reason of the liquidation of the Company for the purpose of reconstruction or
amalgamation;
The executive is requested to assume responsibilities or perform tasks not reasonably consistent with his position
as executive director of the Company; or
The Company is subject to a change of control event as described by the Corporations Act including but not limited
to a takeover, merger or a resolution is passed at a general meeting of the Company which results in a change to the
majority of the board of directors.
Annual Report 2022
Page | 18
Director’s Report
Share-based compensation
Options
Options are issued to key management personnel as part of their remuneration. The options are not issued based on performance
criteria but are issued to the majority of key management personnel of E25 to increase goal congruence between key management
personnel and shareholders. The following options were granted to or vesting with key management personnel during the year:
Grant Date
Granted
Number
Vesting
Expiry
Exercise
Date
Date
Price
Value per option
at grant date (1)
Exercised
Number
% Of
Remuneration
-
-
-
-
-
-
-
-
Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to key management personnel of
the Group are set out below:
Number of ordinary shares issued on
exercise of options during the year
Amount paid
Value
per ordinary share
exercised ($) (1)
Seamus Cornelius
Justin Brown
John Ribbons
500,000
1,000,000
500,000
$0.20
$0.20
$0.20
$450,000
$900,000
$450,000
No amounts are unpaid on any shares issued on the exercise of options.
(1) The value at exercise date of the options that were granted as part of remuneration and were exercised during the year has been determined as the
intrinsic value of the options at that date.
Equity instruments held by key management personnel
Share holdings
The number of shares in the Company held during the financial year by each director of E25 and other key management personnel of
the Group, including their personally related parties, and any nominally held, are set out below. There were no shares granted during
the reporting period as compensation.
Balance at start of
the year
1 July 2021
Acquired during the
year on the
exercise of options
5,755,177
6,405,360
1,000,000
500,000
1,000,000
500,000
Additions
Disposals
-
-
-
-
-
-
Balance at
year end
30 June 2022
6,255,177
7,405,360
1,500,000
Seamus Cornelius
Justin Brown
John Ribbons
Option holdings
The options over ordinary shares in the Company held during the financial year by each director of E25 and other key management
personnel of the Company, including their personally related parties, are set out below:
2022
Seamus Cornelius
Justin Brown
John Ribbons
Balance at start of
the year
1 July 2021
2,050,000
4,100,000
2,050,000
Granted as
compensation
Balance at
year end
Exercised
30 June 2022
-
-
-
(500,000)
(1,000,000)
(500,000)
1,550,000
3,100,000
1,550,000
Vested and
exercisable
1,550,000
3,100,000
1,550,000
Unvested
-
-
-
All vested options are exercisable at the end of the year.
Annual Report 2022
Page | 19
Director’s Report
Loans to key management personnel
There were no loans to key management personnel during the year.
-- End of audited Remuneration Report --
DIRECTORS’ MEETINGS
During the year the Company held five meetings of directors. The attendance of directors at meetings of the Board were:
Directors Meetings
Audit Committee Meetings
Remuneration Committee
Meetings
Meetings
Attended
Meetings
Eligible to
Attend
Meetings
Attended
Meetings
Eligible to
Attend
Meetings
Attended
Seamus Cornelius
Justin Brown
John Ribbons
6
6
6
6
6
6
2
2
2
2
2
2
1
N/A
1
Meetings
Eligible to
Attend
1
N/A
1
SHARES UNDER OPTION
Unissued ordinary shares of E25 under option at the date of this report are as follows:
Date options granted
26 June 2020
22 November 2019
Expiry date
25 June 2025
20 November 2024
22 February 2019 and 26 June 2020
22 February 2024
29 November 2018
1 December 2017
3 November 2017
4 November 2020
22 December 2020
28 November 2023
28 November 2022
3 November 2022
4 November 2025
13 July 2025
Total number of options outstanding at the date of this report
Exercise price (cents)
Number of options
50.0
27.3
26.0
26.1
35.5
32.5
120.9
44.0
500,000
2,000,000
500,000
2,000,000
1,200,000
300,000
1,980,000
1,000,000
9,480,000
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
INSURANCE OF DIRECTORS AND OFFICERS
During the financial year, E25 paid a premium of $100,732 to insure the directors of the Company.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the
officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in
connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the
officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to
cause detriment to the company. It is not possible to apportion the premium between amounts relating to the insurance against legal
costs and those relating to other liabilities.
NON-AUDIT SERVICES
There were no non-audit services provided by the entity's auditor, Rothsay Audit & Assurance Pty Ltd, or associated entities, during the
year.
Annual Report 2022
Page | 20
Director’s Report
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the
Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the
Company for all or any part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the
Corporations Act 2001.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 22.
Signed in accordance with a resolution of the directors
--------------------------------------------
Justin Brown
Managing Director
Perth, 30 September 2022
Annual Report 2022
Page | 21
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT
2001
As lead auditor of the audit of Element 25 Limited for the year ended 30 June 2022, I declare that,
to the best of my knowledge and belief, there have been:
• no contraventions of the auditor independence requirements of the Corporations Act 2001
in relation to the audit; and
• no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Element 25 Limited and the entities it controlled during the year.
Rothsay Audit & Assurance Pty Ltd
Daniel Dalla
Director
30 September 2022
Corporate Governance Statement
Corporate Governance Statement
The Company’s Corporate Governance Statement for the year ended 30 June 2022 which reports against ASX Corporate Governance
Council’s Principles and Recommendations may be accessed from the Company’s website at www.element25.com.au.
Annual Report 2022
Page | 23
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2022
REVENUE
Other income
COST OF SALES
Cost of sales
EXPENDITURE
Exploration and pre-feasibility expenditure
Administration expenses
Depreciation expense
Foreign exchange expense
(Gain) / loss of modification of lease
(Gain) / loss of sale of asset
Fair value gain/(losses) on financial assets
Finance expense
Share-based payment expense
LOSS BEFORE INCOME TAX
INCOME TAX EXPENSE
Note
4
5
6
15
7
14
16
14
12
2022
$
26,968,742
360,654
2021
$
34,944
1,246,530
(38,320,512)
(1,516,261)
(1,009,110)
(2,705,630)
(1,888,188)
461,837
-
2,631
(1,338,163)
(79,030)
(1,654,747)
(2,154,769)
(165,437)
(37,612)
(91,824)
559
16,711
(66,609)
31(b)
-
(2,105,900)
(17,546,769)
(6,494,415)
8
-
-
LOSS FOR THE YEAR ATTRIBUTABLE TO MEMBERS OF E25
(17,546,769)
(6,494,415)
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
3,802
3,802
2,135
2,135
TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO MEMBERS OF
E25
(17,542,967)
(6,492,280)
LOSS PER SHARE FOR LOSS ATTRIBUTABLE TO THE ORDINARY EQUITY
HOLDERS OF THE COMPANY
Basic and diluted loss per share (cents per share)
30
(11.61)
(4.96)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Annual Report 2022
Page | 24
Consolidated Statement of Financial Position
As at 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventory
Financial assets at fair value through profit or loss
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Restricted cash
Plant and equipment
Assets under construction
Deferred exploration and evaluation expenditure
Right of use asset
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provisions
Lease liability
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liability
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Note
2022
$
2021
$
9
10
11
12
13
14
15
16
17
18
19
19
20
21
14,927,576
34,822,585
6,887,914
7,030,335
2,054,254
787,533
5,438,698
3,329,903
30,900,079
44,378,719
628,535
783,215
21,651,705
22,416,095
76,109
489,548
842,037
176,774
94,021
1,122,205
23,687,934
24,592,310
54,588,013
68,971,029
7,324,502
4,899,441
538,248
342,967
438,818
376,376
8,205,717
5,714,635
547,284
547,284
781,437
781,437
8,753,001
6,496,072
45,835,012
62,474,957
77,691,579
5,838,104
76,788,557
5,834,302
(37,694,671)
(20,147,902)
45,835,012
62,474,957
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Annual Report 2022
Page | 25
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2022
Contributed
Equity
Note
Share-Based
Payments
Reserve
Foreign
Currency
Translation
Reserve
Accumulated
Losses
$
$
$
$
Total
$
16,403,737
4,140,524
(42,257)
(13,653,487)
6,848,517
-
-
-
62,759,000
(2,374,180)
-
-
-
-
-
-
1,733,900
-
(6,494,415)
(6,494,415)
2,135
-
2,135
2,135
(6,494,415)
(6,492,280)
-
-
-
-
-
-
62,759,000
(2,374,180)
1,733,900
20
20
31(b)
BALANCE AT 1 JULY 2020
Loss for the year
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of
foreign operations
TOTAL COMPREHENSIVE LOSS
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Shares issued during the year
Share issue transaction costs
Employee and consultant share-based
payments
BALANCE AT 30 JUNE 2021
76,788,557
5,874,424
(40,122)
(20,147,902)
62,474,957
Loss for the year
OTHER COMPREHENSIVE INCOME
Exchange differences on translation of
foreign operations
TOTAL COMPREHENSIVE LOSS
TRANSACTIONS WITH OWNERS IN
THEIR CAPACITY AS OWNERS
Shares issued during the year
Share issue transaction costs
Employee and consultant share-based
payments
-
-
-
20
20
31(b)
907,679
(4,657)
-
-
-
-
-
-
-
-
(17,546,769)
(17,546,769)
3,802
-
3,802
3,802
(17,546,769)
(17,542,967)
-
-
-
-
-
-
907,679
(4,657)
-
BALANCE AT 30 JUNE 2022
77,691,579
5,874,424
(36,320)
(37,694,671)
45,835,012
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Annual Report 2022
Page | 26
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Proceeds on sale of mining interests
Proceeds from disposal of financial assets at fair value through profit or loss
Interest and other financing costs paid
Other government grants received
Movement of cash from non-restricted to restricted
Note
2022
$
21,149,000
2021
$
-
(41,220,442)
(30,202,423)
36,010
330,000
-
(50,090)
137,902
154,680
35,248
1,060,000
1,602,973
-
686,515
(783,215)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
29
(19,462,940)
(27,600,902)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
NET CASH OUTFLOW FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares
Payment of share issue transaction costs
Principal elements of lease payments
NET CASH INFLOW FROM FINANCING ACTIVITIES
NET INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
20
20
(1,514,115)
(1,514,115)
(282,118)
(282,118)
907,679
(4,581)
(368,541)
62,744,000
(2,374,180)
(325,911)
534,558
60,043,909
(20,442,498)
32,160,889
34,822,585
547,489
2,697,175
(35,479)
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
9
14,927,576
34,822,585
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Annual Report 2022
Page | 27
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity
consisting of E25 and its subsidiaries. The financial statements are presented in the Australian currency. E25 is a company limited by
shares, domiciled and incorporated in Australia. The financial statements were authorised for issue by the directors on 30 September
2022. The directors have the power to amend and reissue the financial statements.
a. Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. E25 is a for-profit entity for the
purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the E25 Group also comply with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB).
(ii) New and amended standards adopted by the Group
The Group has reviewed all new, revised or amending Accounting Standards and Interpretations issued by the AASB that are relevant
to its operations and effective for the current annual reporting period. The Group has determined that there are no new, revised or
amending Accounting Standards and Interpretations issued by the AASB that has an impact on the Group in the current reporting
period.
(iii) New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2022 reporting periods
and have not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is
that they are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future
transactions.
(iv) Historical cost convention
These financial statements have been prepared under the historical cost convention, except for certain financial assets and liabilities
measured at fair value.
b. Principles of consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances, and unrealised gains on transactions between Group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence of the impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
(ii) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of
the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling
interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of E25.
Annual Report 2022
Page | 28
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value with the change in carrying
amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the
retained interest as an associate, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.
This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or associate is reduced but joint control or significant influence is retained, only
a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where
appropriate.
c. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the full Board of Directors.
d. Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian
dollars, which is E25 functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. They are deferred
in equity if they are attributable to part of the net investment in a foreign operation.
(iii) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a
functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange
rates (unless that is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates,
in which case income and expenses are translated at the dates of the transactions); and
all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and
other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign
operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified
to profit or loss, as part of the gain or loss on sale.
e. Revenue recognition
(i) Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into
account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance
Annual Report 2022
Page | 29
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue
when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services
promised.
(ii) Revenue from interest
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets.
f. Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and
the Group will comply with all attached conditions.
g.
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and
to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting
period in the countries where the Company’s subsidiaries and associated operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised, or the
deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
h. Leases
The Group enters into contractual arrangements for the leases of mining plant, vehicles, buildings and other assets.
The nature of these arrangements can be lease contracts or service contracts with embedded assets. Typically, the duration of these
contracts is for periods of between two and four years, some of which include extension options.
Leases are recognised on the balance sheet as a right of use asset, representing the lessee’s entitlement to the benefits of the identified
asset over the lease term, and a lease liability representing the lessee’s obligation to make the lease payments. Each lease payment is
allocated between its liability and finance cost component. The finance cost is charged to the income statement over the lease period
so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is
amortised on a straight-line basis over the shorter of the useful life of the asset and lease term. When the right of use asset is used in
the extraction, processing and transportation of ore, depreciation is included in inventory.
Liabilities arising from contractual arrangements which contain leases are initially measured at the present value of the future lease
payments. These payments include the present value of fixed payments prescribed in the contract; variable lease payments based on
Annual Report 2022
Page | 30
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
an index or prescribed rate; amounts expected to be payable by the lessor under residual value guarantees; and exercise price of a
purchase option if it is reasonably certain that the option will be exercised.
Right of use assets are initially measured at the amount of the initial lease liability plus any lease payments at or before commencement
date less incentives received, plus any initial direct costs, and any costs required for dismantling and rehabilitation. Right of use assets
are subsequently measured at cost less any accumulated depreciation and accumulated impairment losses; and any adjustment for
remeasurement of the lease liability. Lease liabilities are subsequently measured at present value, adjusted for any variations to the
underlying contract terms.
Lease payments are discounted using the interest rate implicit in the lease. If this rate cannot be determined, the Group’s incremental
borrowing rate is used, which is the rate which the Group would have to pay to borrow the funds necessary to obtain an asset of a similar
value in a similar economic environment over a similar term and security.
Payments for short term leases and low value assets are recognised on a straight-line basis as an expense in the income statement.
Short term leases are for a period of 12 months or less and contracts involving low value assets typically comprise small items of IT
hardware and minor sundry assets.
i.
Impairment of assets
Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the
cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each reporting period.
j. Cash and cash equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts.
k.
Investments and other financial assets
(i) Classification
The Group classifies its financial assets in the following measurement categories:
Those to be measured subsequently at fair value (either through OCI or through profit or loss); and
Those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments
that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition
to account for the equity investment at fair value through other comprehensive income (FVOCI).
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Company commits to purchase
or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the Company has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs
Annual Report 2022
Page | 31
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely
payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow
characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other income or expenses. Impairment losses are presented as a separate line item in the statement of
profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash
flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are
taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and
losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously
recognised in OCI is reclassified from equity to profit or loss and recognised in other income or expenses. Interest income from
these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses
are presented in other income or expenses and impairment losses are presented as a separate line item in the statement of
profit or loss.
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment
that is subsequently measured at FVPL is recognised in profit or loss and presented net within other income or expenses in
the period in which it arises.
Equity instruments
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present
fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit
or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as
other income when the Company’s right to receive payment is established.
Changes in the fair value of financial assets at FVPL are recognised in other income or expenses in the statement of profit or loss as
applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately from other changes in fair value.
(iv) Impairment
The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised
cost and FVOCI. The impairment methodology depends on whether there has been a significant increase in credit risk.
l.
Inventories
Diesel fuel stock, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost for raw materials
and stores is determined as the purchase price. For partly processed and saleable manganese, cost is based on the weighted average
cost method and includes:
Material and production costs directly attributable to the extraction, processing and transportation of manganese to the
existing location;
Production and transportation overheads; and
Depreciation of property, plant and equipment used in the extraction, processing and transportation of manganese.
Manganese ore stockpiles represent manganese ore that has been extracted and is available for further processing or sale. Quantities
are assessed primarily through internal and third party surveys. Where there is an indication that inventories are obsolete, damaged or
Annual Report 2022
Page | 32
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
recorded above net realisable value, these inventories are written down to net realisable value. Net realisable value is the estimated
selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the
sale.
m. Plant and equipment
All plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable
to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance
are charged to the statement of comprehensive income during the reporting period in which they are incurred.
Depreciation of plant and equipment is calculated using the straight line method over their estimated useful lives or, in the case of
leasehold improvements and certain leased plant and equipment, the shorter lease term. The estimated useful lives for the principal
categories of property, plant and equipment depreciated on a straight line basis are as follows:
Buildings – 10 years
IT equipment – 3 years
Mine, property and development – 10 to 40 years
Plant and equipment – 5 to 15 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount (note 1(i)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the statement of
comprehensive income. When revalued assets are sold, it is Company policy to transfer the amounts included in other reserves in
respect of those assets to retained earnings.
n. Assets under construction
The cost of assets includes the cost of materials and direct labour and any other costs directly attributable to bringing an asset to a
working condition ready for its intended use. Assets under construction are recognised separately in assets under development. Upon
commissioning, which is the date when the asset is in the location and condition necessary for it to be capable of operating in the
manner intended by management, the assets are transferred into property, plant and equipment.
o. Exploration and evaluation costs
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation
asset in the year in which they are incurred where the following conditions are satisfied:
the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
o
o
the exploration and evaluation expenditures are expected to be recouped through successful development and
exploration of the area of interest, or alternatively, by its sale; or
exploration and evaluation activities in the area of interest have not at the balance date reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and
significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling,
trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and
evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where
Annual Report 2022
Page | 33
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an
exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset
(for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to
determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset
is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and
evaluation asset is tested for impairment and the balance is then reclassified to development.
p. Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are
unpaid. The amounts are unsecured, non-interest bearing and are paid on normal commercial terms.
q. Employee benefits
(i) Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the
reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the
amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefit obligations
The Group also has liabilities for long service leave that are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service. These obligations are therefore measured as the present value of expected
future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit
credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of
service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds
with terms that match, as closely as possible, the estimated future cash outflows. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the Group does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Share-based payments
The Company provides benefits to employees (including directors) of the Company in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’), refer to note 31.
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are
granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the
performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting
date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to
which the vesting period has expired and (ii) the number of options that, in the opinion of the directors of the Company, will ultimately
vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as
Annual Report 2022
Page | 34
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
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.
r.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included
in the cost of the acquisition as part of the purchase consideration.
s. Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing
equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income
tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of
shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
t. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from
the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or
payable to, the taxation authority is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to the taxation authority, are presented as operating cash flows.
u. Critical accounting judgements, estimates and assumptions
The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements are:
(i) Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model,
using the assumptions detailed in note 31.
(ii) Environmental Issues
Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation,
and the directors understanding thereof. At the current stage of the Group’s development and its current environmental impact the
directors believe such treatment is reasonable and appropriate.
(iii) Taxation
Balances disclosed in the financial statements and the notes thereto related to taxation are based on the best estimates of the directors.
These estimates consider both the financial performance and position of the Group as they pertain to current income taxation
Annual Report 2022
Page | 35
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The
current income tax position represents the directors’ best estimate, pending an assessment by the Australian Taxation Office.
2.
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the Group.
Risk management is carried out by the full board of directors as the Group believes that it is crucial for all board members to be involved
in this process. The managing director, with the assistance of senior management as required, has responsibility for identifying,
assessing, treating and monitoring risks and reporting to the board on risk management.
a. Market risk
(i) Foreign exchange risk
The Group operates internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the United States Dollar.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that
is not the entity’s functional currency. The Group has not formalised a foreign currency risk management policy however, it monitors
its foreign currency expenditure considering exchange rate movements.
Sensitivity analysis
At 30 June 2022, if the value of the assets held in foreign currency had increased/decreased by 5% with all other variables held constant,
post-tax loss for the Group would have been $307,348 lower/higher, with no changes to other equity balances, as a result of gains/losses
on equity securities classified as financial assets at fair value through profit or loss (2021: $Nil lower/higher post-tax loss).
(ii) Price risk
The Group is exposed to equity securities price risk. This arises from investments held by the Group and classified in the statement of
financial position as financial assets at fair value through profit or loss. Given the current level of operations, the Group is not currently
exposed to commodity price risk.
To minimise the risk, the Group’s investments are of high quality and are publicly traded on the ASX. The investments are managed on
a day to day basis to pick up any significant adjustments to market prices.
Sensitivity analysis
At 30 June 2022, if the value of the equity instruments held had increased/decreased by 15% with all other variables held constant,
post-tax loss for the Group would have been $308,138 lower/higher, with no changes to other equity balances, as a result of gains/losses
on equity securities classified as financial assets at fair value through profit or loss (2021: $499,485 lower/higher post-tax loss).
(iii) Interest rate risk
The Group is exposed to movements in market interest rates on cash and cash equivalents. The Group policy is to monitor the interest
rate yield curve out to six months to ensure a balance is maintained between the liquidity of cash assets and the interest rate return.
The entire balance of cash and cash equivalents for the Group $14,927,576 (2021: $34,822,585) is subject to interest rate risk. The
proportional mix of floating interest rates and fixed rates to a maximum of six months fluctuate during the year depending on current
working capital requirements. The weighted average interest rate received on cash and cash equivalents by the Group was 0.15% (2021:
0.16%).
Sensitivity analysis
At 30 June 2022, if interest rates had changed by +/- 50 basis points from the weighted average rate for the year with all other variables
held constant, post-tax profit for the Group would have been $117,000 higher/lower (2021: $113,000 lower/higher post-tax loss on +/-
50 basis points) as a result of higher/lower interest income from cash and cash equivalents.
Annual Report 2022
Page | 36
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
b. Credit risk
The maximum exposure to credit risk at reporting date is the carrying amount (net of provision for impairment) of those assets as
disclosed in the statement of financial position and notes to the financial statements. The only significant concentration of credit risk
for the Group is the cash and cash equivalents held with financial institutions. All material deposits are held with the major Australian
banks for which the Board evaluate credit risk to be minimal.
As the Group does not presently have any debtors, lending, significant stock levels or any other credit risk, a formal credit risk
management policy is not maintained.
c. Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and
marketable securities are available to meet the current and future commitments of the Group. Due to the nature of the Group’s
activities, being mineral exploration, the Group does not have ready access to credit facilities, with the primary source of funding being
equity raisings. The Board of Directors constantly monitor the state of equity markets in conjunction with the Group’s current and future
funding requirements, with a view to initiating appropriate capital raisings as required.
The financial liabilities of the Group are confined to trade and other payables as disclosed in the statement of financial position. All
trade and other payables are non-interest bearing and due within 12 months of the reporting date.
d. Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The equity investments held by the Group are classified at fair value through profit or loss. The market value of all equity investments
represents the fair value based on quoted prices on active markets (ASX) as at the reporting date without any deduction for transaction
costs. These investments are classified as level 1 financial instruments.
The carrying amounts and estimated fair values of financial assets and financial liabilities are as follows:
Financial Assets
Cash and cash equivalents
Restricted cash
Trade and other receivables
Financial assets at fair value through profit or loss
Total Financial Assets
Financial Liabilities
Trade and other payables
TOTAL Financial Liabilities
2022
$
2021
$
14,927,576
34,822,585
628,535
6,887,914
2,054,254
783,215
787,533
3,329,903
24,498,279
39,723,236
7,324,502
7,324,502
4,899,441
4,899,441
The methods and assumptions used to estimate the fair value of financial instruments are outlined below:
Cash
The carrying amount is fair value due to the liquid nature of these assets.
Receivables/Payables
Due to the short-term nature of these financial rights and obligations, their carrying amounts are estimated to represent their fair
values.
Fair value measurements of financial assets
Annual Report 2022
Page | 37
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
The carrying values of financial assets and liabilities of the Group approximate their fair values. Fair values of financial assets and
liabilities have been determined for measurement and / or disclosure purposes.
Fair value hierarchy
The Group classifies assets and liabilities carried at fair value using a fair value hierarchy that reflects the significance of the inputs used
in determining that value. The following table analyses financial instruments carried at fair value by the valuation method. The different
levels in the hierarchy have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
30 June 2022
Financial assets at fair value through profit or loss
Total
30 June 2021
Financial assets at fair value through profit or loss
Total
3.
SEGMENT INFORMATION
Level 1
$
Level 2
$
Level 3
$
Total
$
2,054,254
2,054,254
3,329,903
3,329,903
-
-
-
-
-
-
-
-
2,054,254
2,054,254
3,329,903
3,329,903
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors
(chief operating decision makers) in assessing performance and determining the allocation of resources. The Group is managed
primarily on the basis of geographic location of assets given that the type of work done in each location is of a similar nature. Operating
segments are therefore determined on this basis, with two segments being identified: Australia and France.
The activities undertaken in each segment are those associated with the determination and assessment of the existence of commercial
economic reserves, from the Group’s mineral assets in the respective geographic location.
Segment performance is evaluated based on the operating profit and loss and cash flows and is measured in accordance with the
Group’s accounting policies.
Segment Revenue
Revenue
Total revenue
Segment Results
Revenue
Other income
Other cost of sales and expenses
Net (loss) before tax
Australia
France
Total
2022
$
26,968,742
26,968,742
2021
$
34,944
34,944
2022
2021
$
-
-
$
-
-
2022
$
26,968,742
26,968,742
2021
$
34,944
34,944
26,968,742
360,654
(44,822,692)
(17,493,296)
34,944
1,246,530
(7,713,266)
(6,431,792)
-
-
(53,473)
(53,473)
-
-
26,968,742
360,654
(62,623) (44,876,165)
(62,623) (17,546,769)
34,944
1,246,530
(7,775,889)
(6,494,415)
Annual Report 2022
Page | 38
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
Operating Assets
Segment operating assets
Total assets
4.
REVENUE
Revenue from contracts with customers
Interest revenue
Total
54,572,168
68,957,229
54,572,168
68,957,229
15,845
15,845
13,800
13,800
54,588,013
68,971,029
54,588,013
68,971,029
2022
$
26,932,732
36,010
26,968,742
2021
$
-
34,944
34,944
The Company primarily generates revenue from the sales of manganese ore to customers. Revenue is recognised when the performance
obligations are met and the control of the product has passed to the customer. The material performance obligations to be met are the
delivery of the contracted quantity of manganese ore to Port Headland at the contracted grade.
Customer sales contracts are denominated in United States Dollars with the final pricing determined by product grade and quantity of
the product passed to the customer. The Company has a long term sales agreement with OM Materials (Singapore) Pte Ltd for the supply
of manganese ore on a FOB basis.
5.
OTHER INCOME
Net gain on sale of mining interests
Research and development tax incentive
Government grant funding
Other income
Total
6.
COST OF SALES
Mining costs
Processing costs
Site administration costs
Haulage costs
Port and shipping
Sales and marketing costs
Royalty costs
Depreciation of right of use assets
Inventory movement
Total
2022
$
205,000
-
137,902
17,752
360,654
2022
$
(8,865,101)
(8,839,363)
(3,237,202)
(11,768,742)
(4,854,607)
(274,104)
(1,818,424)
(260,586)
1,597,617
2021
$
560,000
636,515
50,000
15
1,246,530
2021
$
(2,856,303)
(1,416,922)
(1,199,260)
(847,308)
-
(73,096)
(141,555)
(340,116)
5,358,299
(38,320,512)
(1,516,261)
Annual Report 2022
Page | 39
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
7.
ADMINISTRATION EXPENSES
Director fees, salaries and wages and other staff costs
Consultants
ASX and other compliance costs
Insurance
Occupancy
Investor relation expenses
Depreciation of right of use assets
Other administration expenses
Total
8.
INCOME TAX
Income tax benefit
a)
Current tax
Deferred tax
Total
b) Reconciliation of income tax expense/(benefit) to prima facie tax payable
(Loss) from continuing operations before income tax expense
Prima facie tax (benefit)/expense at the Australian tax rate of 25.0% (2021: 26.0%)
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments
Other
Total
Movements in unrecognised temporary differences
Tax effect of current year tax losses for which no deferred tax asset has been recognised
Income tax expense/(benefit)
c) Recognising temporary differences
Deferred Tax Assets at 25.0% (2021: 26.0%)
On Income Tax Account
Capital raising expenses
Accruals and provisions
Lease liabilities
Capitalised project expenditure
Australian carry forward tax losses
Total
2022
$
(694,805)
(738,885)
(182,938)
(301,332)
(139,512)
(130,966)
(250,497)
(266,695)
2021
$
(741,030)
(489,391)
(266,696)
(96,971)
(90,250)
(138,026)
-
(332,405)
(2,705,630)
(2,154,769)
2022
2021
$
-
-
-
$
-
-
-
(17,548,454)
(4,387,113)
(6,494,415)
(1,688,548)
105,500
283,451
547,534
(153,578)
(3,998,162)
(1,294,592)
188,183
3,809,979
-
359,059
157,714
222,563
1,243,909
2,487,803
4,471,048
501,927
792,665
-
-
179,993
48,422
-
-
228,415
Annual Report 2022
Page | 40
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
Deferred Tax Liabilities at 25.0% (2021: 26.0%)
Financial assets at fair value through profit or loss
Unrealised FX on cash balances
Property, Plant & Equipment
Accrued income
Total
d) Unrecognising temporary differences
Deferred Tax Assets at 25.0% (2021: 26.0%)
On Income Tax Account
Capital raising expenses
Capitalised mine development costs
Accruals and provisions
AASB 16 lease liability
Foreign carry forward tax losses
Australian carry forward tax losses
Total
-
179,993
156,113
4,104,426
210,509
4,471,048
-
-
-
-
224,071
7,043,878
7,267,949
48,422
228,415
496,950
403,363
56,047
2,346
233,034
2,320,596
3,512,336
Net deferred tax assets were not brought to account as it was not considered probable within the immediate future that tax profits
would be available against which deductible temporary differences and tax losses could be utilised.
The Group’s ability to use losses in the future is subject to each Group company satisfying the relevant tax authority’s criteria for using
these losses.
In April 2017, the Australian Government enacted legislation which reduces the corporate rate for small and medium business (base
rate) entities from 30% to 25% over the next decade. For the 2017 financial year the corporate tax rate reduced to 27.5% for small
business entities with turnover less than $10 million. This turnover threshold progressively increased until it reached $50 million in the
2020 financial year. For the 2021 financial year, the tax rate decreased to 26% and then 25% for the 2022 and later financial years.
Element 25 Limited satisfies the criteria to be a base rate entity.
9.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Short-term deposits
Cash and cash equivalents as shown in the statement of financial position and
the statement of cash flows
2022
$
2021
$
14,927,576
34,822,585
-
-
14,927,576
34,822,585
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates.
Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash
requirements of the Group and earn interest at the respective short-term deposit rates.
10.
TRADE AND OTHER RECEIVABLES
Trade receivables
Annual Report 2022
2022
$
5,831,340
2021
$
-
Page | 41
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
Sundry receivables
Prepayments
Total
11.
INVENTORY
Manganese ore stockpiles
Warehouse stores and materials
Total
12.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Australian listed equity securities
Total
717,029
339,545
6,887,914
563,683
223,850
787,533
2022
$
6,970,001
60,334
7,030,335
2022
$
2,054,254
2,054,254
2021
$
5,358,299
80,399
5,438,698
2021
$
3,329,903
3,329,903
Changes in fair values of financial assets at fair value through profit or loss are recorded in other income for gains or directly on the face
of the statement of comprehensive income for losses.
13.
RESTRICTED CASH
Bank guarantees and term deposits
Total
2022
$
628,535
628,535
2021
$
783,215
783,215
Annual Report 2022
Page | 42
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
14.
PROPERTY, PLANT AND EQUIPMENT
Buildings
IT Equipment
Plant and
Equipment
Total
Mine
Properties
and
Development
$
$
$
$
$
-
4,773,729
-
-
4,773,729
-
-
(123,407)
4,650,322
-
(40,978)
-
-
(40,978)
(480,269)
-
-
(521,247)
-
4,773,729
(40,978)
-
-
4,732,751
-
(480,269)
-
(123,407)
4,129,075
25,227
282,860
(11,850)
(9,378)
286,859
-
-
(7,654)
-
6,303,844
-
-
6,303,844
902,222
-
-
67,143
11,214,414
-
-
11,281,557
352,637
-
-
92,370
22,574,847
(11,850)
(9,378)
22,645,989
1,254,859
-
(131,061)
279,205
7,206,066
11,634,194
23,769,787
(18,359)
(15,914)
12,409
8,636
(13,228)
(93,177)
-
-
(106,405)
6,868
282,860
(15,914)
559
(742)
273,631
-
(93,177)
-
(7,654)
172,800
-
(15,925)
-
-
(15,925)
(197,020)
-
-
(212,945)
-
6,303,844
(15,925)
-
-
6,287,919
902,222
(197,020)
-
-
(67,143)
(92,620)
-
-
(159,763)
(1,117,722)
-
-
(85,502)
(165,437)
12,409
8,636
(229,894)
(1,888,188)
-
-
(1,277,485)
(2,118,082)
-
11,214,414
(92,620)
-
-
11,121,794
352,637
(1,117,722)
-
-
6,868
22,574,847
(165,437)
559
(742)
22,416,095
1,254,859
(1,888,188)
-
(131,061)
6,993,121
10,356,709
21,651,705
Carrying amount – at cost
At 30 June 2020
Additions
Disposals
Other
At 30 June 2021
Additions
Disposals
Other
At 30 June 2022
Accumulated depreciation
At 30 June 2020
Depreciation expense
Disposals
Other
At 30 June 2021
Depreciation expense
Disposals
Other
At 30 June 2022
Net book value
At 30 June 2020
Additions
Depreciation expense
Disposals
Other
At 30 June 2021
Additions
Depreciation expense
Disposals
Other
At 30 June 2022
Annual Report 2022
Page | 43
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
15.
DEFERRED EXPLORATION AND EVALUATION EXPENDITURE
Balance at the beginning of the period
Expenditure incurred
Impairment expense
Balance at the end of the period
2022
$
94,021
489,548
(94,021)
489,548
2021
$
-
1,748,768
(1,654,747)
94,021
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent upon the
successful development and commercial exploitation or sale of the respective areas.
16.
RIGHT OF USE ASSET
Cost
Accumulated depreciation
Balance as at beginning of year
Acquisition of plant and equipment by means of finance leases
Depreciation of right of use assets
Lease liability on modification of lease
(Gain) / loss of modification of lease
Balance at end of year
(a)
(a)
2022
$
2,693,172
(1,851,135)
842,037
1,122,205
230,915
(511,083)
-
-
842,037
2021
$
2,462,257
(1,340,052)
1,122,205
-
2,462,257
(340,116)
(908,112)
(91,824)
1,122,205
Leased assets are capitalised at the commencement date of the lease and comprise of the initial lease liability amount, initial direct
costs incurred when entering into the lease less any lease incentives received. On initial adoption of AASB 16 the Group has adjusted
the right-of-use assets at the date of initial application by the amount of any provision for onerous leases recognised immediately before
the date of initial application. Following initial application, an impairment review is undertaken for any right of use lease asset that
shows indicators of impairment and an impairment loss is recognised against any right of use lease assets that is impaired.
(a) On 5 October 2020, the Company entered into a lease agreement for the lease of portable accommodation units for use at the
Butcherbird site. The agreement was for a period of 2 years. On 7 April 2021, the Company elected to exercise its option to purchase
the accommodation units hence terminated the lease early.
17.
TRADE AND OTHER PAYABLES
Trade payables
Other payables and accruals
2022
$
4,794,097
2,530,405
7,324,502
2021
$
755,569
4,143,872
4,899,441
Annual Report 2022
Page | 44
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
18.
PROVISIONS
Current
Employee entitlements
Provision for payroll tax
Non-Current
Employee entitlements
19.
INTEREST BEARING LEASE LIABILITIES
Current
Lease liabilities
Non-Current
Lease liabilities
20.
ISSUED CAPITAL
2022
$
506,402
31,846
538,248
2021
$
338,045
100,773
438,818
-
-
-
-
2022
$
342,967
342,967
2021
$
376,376
376,376
547,284
547,284
781,437
781,437
2022
Number of
Shares
2022
$
2021
Number of
Shares
2021
$
Ordinary shares fully paid
Total issued capital
20(a)
152,710,369
77,691,579
148,790,369
152,710,369
77,691,579
148,790,369
76,788,557
76,788,557
a) Movement in ordinary share capital
Balance at the beginning of the financial year
−
−
−
−
−
Transaction costs
Controlled placement agreement collateral shares
Placement
Exercise of options
Share purchase plan
Shares issued in settlement of liabilities
(a)
(b)
(c)
(d)
2022
Number of
Shares
148,790,369
-
-
3,920,000
-
-
-
2022
$
76,788,557
-
-
907,679
-
-
(4,657)
2021
Number of
Shares
98,362,274
-
37,386,364
4,950,000
8,072,500
19,231
-
Total issued capital
152,710,369
77,691,579
148,790,369
2021
$
16,403,737
9,200,000
48,750,000
1,565,000
3,229,000
15,000
(2,374,180)
76,788,557
Annual Report 2022
Page | 45
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
(a) The 4,800,000 collateral shares were issued pursuant to a controlled placement agreement (CPA) with Acuity Capital that provided
up to $2 million of standby equity capital to 31 January 2022. Under the terms of the CPA, the Company retained full control of all
aspects of the placement process: having sole discretion as to whether to utilise the CPA, the quantum of issued shares, the
minimum issue price of shares and the timing of each placement tranche (if any). As collateral for the CPA, the Company agreed to
place 4,800,000 fully paid ordinary shares at nil consideration to Acuity Capital. During the 2021 year, the Company agreed to set-
off the collateral shares at a deemed price of $1.9167 per share to raise funds of $9,200,000.
(b) During the year ended 30 June 2021, the Company issued the following shares:
-
-
-
-
In July 2020, the Company issued 8,750,000 fully paid shares at an issue price of $0.40 to raise funds of $3,500,000
In October 2020, the Company issued 8,800,000 fully paid shares at an issue price of $0.78 to raise funds of $6,864,000
In November 2020, the Company issued 3,700,000 fully paid shares at an issue price of $0.78 to raise funds of $2,886,000
In March 2021, the Company issued 16,136,364 fully paid shares at an issue price of $2.20 to raise funds of $35,500,000
(c) During the year ending 30 June 2022, the Company issued the following shares upon the exercise of options:
-
-
-
-
-
-
On 23 November 2021 the Company issued 2,000,000 shares upon the exercise of options of $0.20 per share which expire
on 24 November 2021
On 23 November 2021 the Company issued 500,000 shares upon the exercise of options of $0.20 per share which expire
on 1 April 2025
On 23 November 2021 the Company issued 300,000 shares upon the exercise of options of $0.325 per share which expire
on 3 November 2022
On 23 November 2021 the Company issued 1,000,000 shares upon the exercise of options of $0.26 per share which expire
on 22 February 2024
On 14 January 2022 the Company issued 100,000 shares upon the exercise of options of $0.26 per share which expire on
22 February 2024
On 14 January 2022 the Company issued 20,000 shares upon the exercise of options of $1.209 per share which expire on
4 November 2025
During the year ended 30 June 2021, the Company issued the following shares upon the exercise of options:
-
-
-
-
-
-
On 14 July 2020, the Company issued 500,000 shares upon the exercise of options of $0.30 per share which expire on 22
August 2020
On 27 July 2020, the Company issued 500,000 shares upon the exercise of options of $0.30 per share which expire on 22
August 2020
On 19 August 2020, the Company issued 500,000 shares upon the exercise of options of $0.26 per share which expire on
22 February 2024
On 19 August 2020, the Company issued 1,000,000 shares upon the exercise of options of $0.30 per share which expire on
22 August 2020
On 26 October 2020, the Company issued 2,200,000 shares upon the exercise of options of $0.35 per share which expire
on 20 November 2020
On 21 December 2020, the Company issued 250,000 shares upon the exercise of options of $0.26 per share which expire
on 22 February 2024
(d) On 23 July 2020, the Company issued 8,072,500 shares pursuant to a share purchase plan to raise funds of $3,229,000.
Annual Report 2022
Page | 46
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
b) Movement in options on issue
Beginning of the financial year
Exercisable at $1.209, on or before 4 November 2025
Exercisable at 44.0 cents, on or before 13 July 2025
Issued during the year
−
−
Exercised during the year
−
−
−
Exercised during the year
−
−
−
−
−
−
At 30.0 cents, on or before 22 August 2020
At 26.0 cents, on or before 22 February 2024
At 35.0 cents, on or before 20 November 2020
At 20.0 cents, on of before 23 November 2021
At 26.0 cents,on or before 23 November 2021
At 32.5 cents, on of before 23 November 2021
At 20.0 cents, on or before 23 November 2021
At 26.0 cents, on or before 18 January 2022
At $1.209, on or before 18 January 2022
2022
$
2021
$
13,400,000
15,350,000
-
-
-
-
-
2,000,000
1,000,000
(2,000,000)
(750,000)
(2,200,000)
(2,000,000)
(1,000,000)
(300,000)
(500,000)
(100,000)
(20,000)
-
-
-
-
-
-
9,480,000
13,400,000
c) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the
number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll
each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
d) Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may continue
to provide returns for shareholders and benefits for other stakeholders.
Due to the nature of the Group’s activities, the Group does not have ready access to credit facilities, with the primary source of funding
being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital position against the
requirements of the Group to meet operating expenditure and corporate overheads. The Group’s strategy is to ensure appropriate
liquidity is maintained to meet anticipated operating requirements. The working capital position of the Group at 30 June 2022 and 30
June 2021 are as follows:
Cash and cash equivalents
Restricted cash
Trade and other receivables
Financial assets at fair value through profit or loss
Trade and other payables
Employee benefit obligations (current)
Working capital position
2022
$
2021
$
14,927,576
34,822,585
628,535
6,887,914
2,054,254
(7,324,502)
(538,248)
783,215
787,533
3,329,903
(4,899,441)
(438,818)
16,635,529
34,384,977
Annual Report 2022
Page | 47
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
21.
RESERVES
Foreign currency translation reserve
Share-based payments reserve
a. Foreign currency translation reserve
(a)
(b)
2022
$
(36,320)
5,874,424
5,874,424
2021
$
(40,122)
5,874,424
5,834,302
Exchange differences arising on translation of the foreign controlled entity are recognised in other comprehensive income as described
in note 1(d) and accumulated within a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the
net investment is disposed of.
b. Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options and performance rights granted.
22.
DIVIDENDS
No dividends were paid during the financial year. No recommendation for payment of dividends has been made.
23.
REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices
and non-related audit firms:
Rothsay Auditing & Assurance Pty Ltd (2021: Rothsay Auditing) - audit and review of
financial reports
2022
$
2021
$
54,000
54,000
Total remuneration for audit services
54,000
54,000
24.
CONTINGENCIES
There are no material contingent assets or liabilities of the Company at balance date.
25.
COMMITMENTS
a) Exploration commitments
The Company has certain commitments to meet minimum expenditure requirements on the mineral exploration assets it has an
interest in. Outstanding exploration commitments are as follows:
Within one year
Later than one year but not later than five years
Later than five years
2022
$
508,700
1,336,800
2,039,800
3,885,300
2021
$
476,600
816,800
2,185,500
3,479,000
Annual Report 2022
Page | 48
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
26.
RELATED PARTY TRANSACTIONS
a) Parent entity
The ultimate parent entity within the Group is Element 25 Limited.
b) Subsidiaries
Interests in subsidiaries are set out in note 27.
c) Key management personnel compensation
Short-term benefits
Post-employment benefits
Other long-term benefits
Share-based payments
d) Loans to related parties
2022
$
339,710
29,771
16,118
-
385,599
2021
$
324,897
26,875
4,378
560,900
917,050
There were no loans to related parties, including key management personnel, during the year.
27.
SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in note 1(b):
Name
Cordier Mines SAS
Element 25 Butcherbird Project Pty Ltd
28.
SUBSEQUENT EVENTS
Country of
Incorporation
France
Australia
Class of
Shares
Ordinary
Ordinary
2022
2021
Equity
Holding %
Equity
Holding %
100
100
100
100
On 5 September 2022, the Group established a new subsidiary Element 25 (Malaysia) SDN. BHD. to facilitate the HPMSM project.
No other matter or circumstance has arisen since 30 June 2022, which has significantly affected, or may significantly affect the
operations of the Group, the result of those operations, or the state of affairs of the Group in subsequent financial years.
Annual Report 2022
Page | 49
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
29.
CASHFLOW INFORMATION
Reconciliation of (loss)/profit after income tax to net cash outflow from
operating activities
(Loss) for the year
(17,546,769)
(6,494,415)
2022
$
2021
$
Employee and consultants share-based payments
Fair value of financial assets received on sale of mining interests
Fair value of financial assets disposed as consideration for expenses
Non-cash items
− Depreciation of non-current assets
−
−
−
−
− Net exchange differences and other
−
−
Amortisation of right of use assets
Impairment of non current assets
Lease payments
(Increase)/decrease in trade and other receivables
Change in operating assets and liabilities:
−
− Decrease in financial assets at fair value through profit or loss
−
−
−
−
(Increase)/decrease in development costs
Increase in employee benefit obligations
Increase in trade and other payables
(Increase)/decrease in inventory
Net cash outflow from operating activities
30.
LOSS PER SHARE
a) Reconciliation of earnings used in calculating loss per share
1,888,188
-
-
-
-
(542,509)
55,236
511,083
(6,010,400)
1,338,163
(1,591,637)
2,345,725
165,436
2,105,900
500,000
613,663
325,910
(64,517)
-
-
396,884
972,599
-
(3,793,246)
-
(22,126,550)
89,980
(202,566)
(19,462,940)
(27,600,902)
2022
$
2021
$
Loss attributable to the owners of the Company used in calculating basic and
diluted loss per share
(17,546,769)
(6,494,415)
b) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
2022
$
2021
$
151,131,743
130,874,588
c)
Information on the classification of options
As the Group made a loss for the year ended 30 June 2022, the options on issue were considered anti-dilutive and were not included in
the calculation of diluted earnings per share. The options currently on issue could potentially dilute basic earnings per share in the
future.
Annual Report 2022
Page | 50
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
31.
SHARE-BASED PAYMENTS
a) Reconciliation of earnings used in calculating loss per share
The Company provides benefits to employees (including directors) and contractors of the Company in the form of share-based payment
transactions, whereby employees render services in exchange for options to acquire ordinary shares. The exercise price of the options
granted and on issue at 30 June 2022 range from 26.00 cents to $1.209 per option, with expiry dates ranging from 3 November 2022 to
4 November 2025.
Options granted carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share of the Company
with full dividend and voting rights.
Fair value of options granted
The weighted average fair value of the options granted during the year was Nil cents (2021: 57.8 cents). The price was calculated by
using the Black-Scholes European Option Pricing Model applying the following inputs:
Weighted average exercise price
Weighted average life of the option (years)
Weighted average underlying share price (cents)
Expected share price volatility
Risk free interest rate
2022
$
-
-
-
-
-
2021
$
1.209
3.6
88.50
89.5%
0.26%
Historical volatility has been used as the basis for determining expected share price volatility as it assumed that this is indicative of
future trends, which may not eventuate.
Set out below is a summary of the share-based payment options granted:
Outstanding at the beginning of the year
Granted
Forfeited
Exercised
Expired
Outstanding at year-end
Exercisable at year-end
2022
2022
2021
2021
Number of
options
Weighted
average
exercise price
cents
Number of
options
Weighted
average
exercise price
cents
13,400,000
-
-
(3,920,000)
-
9.480,000
9,480,000
42.6
-
-
23.2
-
50.7
50.7
15,350,000
3,000,000
-
(4,950,000)
-
13,400,000
13,400,000
28.8
95.3
-
31.6
-
42.6
42.6
The weighted average remaining contractual life of share options outstanding at the end of the financial year was 2.1 years (2021: 2.7
years), and the exercise prices range from 26.00 cents to $1.209
b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Options granted to employees and contractors expensed to profit or loss
2022
$
-
2021
$
2,105,900
Annual Report 2022
Page | 51
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2022
32.
PARENT ENTITY INFORMATION
The following information relates to the parent entity, Element 25 Limited, at 30 June 2022. The information presented here has been
prepared using accounting policies consistent with those presented in note 1.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Issued capital
Share-based payments reserve
Accumulated losses
Total equity
Loss for the year
Total comprehensive loss for the year
2022
$
30,884,234
23,687,934
54,572,168
8,201,920
547,284
8,749,204
2021
$
44,364,919
24,592,310
68,957,229
5,707,317
781,437
6,488,754
77,691,579
5,874,424
76,416,557
5,874,424
(37,743,039)
(19,822,506)
45,822,964
62,468,475
(17,548,533)
(17,548,533)
(6,122,579)
(6,122,579)
Annual Report 2022
Page | 52
Directors’ Declaration
In the directors’ opinion:
(a)
the financial statements and notes set out on pages 24 to 52 are in accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its performance for
the financial year ended on that date;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
a statement that the attached financial statements are in compliance with International Financial Reporting Standards has
been included in the notes to the financial statements.
(b)
(c)
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of
the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
-----------------------------------------
Justin Brown
Managing Director
Perth, 30 September 2022
Annual Report 2022
Page | 53
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ELEMENT 25 LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Element 25 Limited (“the Company”) and its controlled entities
(“the Group”) which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended on that date and
notes to the financial statements, including a summary of significant accounting policies and the directors’
declaration of the Company.
In our opinion the 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 2022 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 these
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report
section of this report. We are independent of the Group in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the “Code”) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ELEMENT 25 LIMITED (continued)
Key Audit Matter – Assessment for impairment How our Audit Addressed the Key Audit Matter
The carrying value of the Group’s plant and
equipment and assets under construction is $22.2
million at 30 June 2022.
We considered this to be a key audit matter as
assessment for impairment of these assets is
subject to a significant level of judgement.
Key Audit Matter – Recoverable Value of
Inventory
The Group’s inventory is recorded in the financial
statements at $7 million at 30 June 2022. The
Group is required to carry its inventory of the
lower of cost or net realisable value in accordance
Inventories. The Group’s
with AASB 102
accounting policy is disclosed in Note 1(l).
We considered this to be a key audit matter due
to its significance and the judgement involved in
assessing whether it is recorded at the lower of
cost and net realisable value in accordance with
AASB 102.
Our procedures included but were not limited to:
(cid:120)
(cid:120)
(cid:120)
Assessing whether indicators of impairment
existed as of 30 June 2022 based on our
knowledge of the group and the industry;
Reviewing management’s discounted cash flow
model for the reasonableness of inputs and
assumptions used; and
Assessing the adequacy of the related
disclosures in the financial statements.
How our Audit Addressed the Key Audit Matter
Our procedures included but were not limited to:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
Assessing the Group’s inventory valuation
methodology for compliance with Australian
Accounting Standards;
Selecting a sample of costs capitalised as
inventory and agreeing the balances to
supporting documentation;
Reviewing the accuracy of the inventory
valuation model and comparing inputs with third
party documentation;
Assessing whether the recorded value was at the
lower of cost and net realisable value; and
Assessing the adequacy of the related disclosure
in the financial statements.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ELEMENT 25 LIMITED (continued)
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2022, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
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 there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Directors’ Responsibility for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibility for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Australian Auditing Standards will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at: www.auasb.gov.au/Home.aspx.
We communicate with the directors regarding, amongst other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
ELEMENT 25 LIMITED (continued)
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe those matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communications.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June 2022.
In our opinion the remuneration report of Element 25 Limited for the year ended 30 June 2022 complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
Rothsay Audit & Assurance Pty Ltd
Daniel Dalla
Director
Dated 30 September 2022
ASX Additional Information
Additional information required by Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The
information is current as at 17 September 2022.
a) Distribution of equity securities
1
1,001
5,001
10,001
100,001
-
-
-
-
1,000
5,000
10,000
100,000
and over
The number of equity security holders holding less than
a marketable parcel of securities are:
b) Twenty largest shareholders
The names of the twenty largest holders of quoted ordinary shares are:
1
2
3
4
5
6
7
9
9
10
11
12
13
14
15
16
17
18
19
20
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM
ARADIA VENTURES PTY LTD
RANGUTA LIMITED
MR LIAM RAYMOND CORNELIUS
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
DUKETON MINING LIMITED
MR JACOBUS GERARDUS DE JONG
DUKETON CONSOLIDATED PTY LTD
BNP PARIBAS NOMS PTY LTD
SINO WEST ASSETS PTY LTD
MR PHILLIP RICHARD PERRY
BNP PARIBAS NOMINEES PTY LTD
MR PAUL HARTLEY WATTS
HAYES INVESTMENTS CO PTY LTD
CS FOURTH NOMINEES PTY LIMITED
MRS ANTOINETTE JANET RIBBONS
MR ROHAIN IAN CORNELIUS
KAPT ENTERPRISES PTY LTD
MR SEAMUS IAN CORNELIUS
Ordinary shares
Number of holders Number of shares
871
1,212
490
852
180
3,605
474,101
3,264,328
3,887,446
27,036,888
118,047,606
152,710,369
478
149,523
Listed ordinary shares
Number of shares
Percentage of
ordinary shares
12,782,548
6,598,215
6,585,440
5,804,006
5,265,693
5,239,079
4,177,974
3,134,859
3,000,000
2,973,665
2,709,629
2,703,208
2,458,907
2,000,000
1,600,000
1,558,682
1,500,000
1,422,500
1,419,063
1,382,733
74,316,201
8.37
4.32
4.31
3.80
3.45
3.43
2.74
2.05
1.96
1.95
1.77
1.77
1.61
1.31
1.05
1.02
0.98
0.93
0.93
0.91
48.67
Annual Report 2022
Page | 58
ASX Additional Information
c) Substantial shareholders
There were no substantial shareholders at 30 June 2022 who have notified the Company in accordance with section 671B of the
Corporations Act 2001.
d) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
e) Schedule of interests in mining tenements as at 17 September 2022
Tenement Reference
Location
Percentage held / earning
E20/659
E28/2577
E28/2761
E46/1366
E52/1529
E52/2350
E52/3606
E52/3706
E52/3735
E52/3769
E52/3779
E52/3858
E52/4022
E52/4055
E52/4064
E52/4149
E52/4153
E52/4155
L52/211
L52/215
L52/216
L52/217
L52/218
L52/220
L52/221
L52/225
M52/1074
E57/1060
E63/2027
Eelya Hill WA
Pinnacles WA
Flanker South WA
Black Hill WA
Mt Padbury WA
Butcher Bird WA
Yanneri Bore WA
Yanneri Pool WA
Limestone Bore WA
Kumarina WA
Beyondie Bluff WA
Yanneri Well WA
Corner Bore WA
Weelarrana WA
Neds Gap WA
Neds Gap WA
Yanneri Well WA
Weelarrana WA
Limestone Bore WA
Butcherbird East 1 WA
Butcherbird East 2 WA
Butcherbird East 3 WA
Butcherbird East 4 WA
Butcherbird East 5 WA
Butcherbird East 6 WA
Butcherbird East 7 WA
Yaneri Ridge WA
Victory Well WA
Lake Johnston WA
10%
100%
100%
100%
100% (Note 1)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
20%
100%
(1) 100% interest held in all minerals other than iron ore and manganese.
Annual Report 2022
Page | 59
ASX Additional Information
f) Unquoted Securities
At 17 September 2022, the Company had the following unlisted securities on issue:
Name
Aradia Ventures Pty Ltd
Mr John George Ribbons
Mrs Antoinette Janet Ribbons
Mr Seamus Cornelius
Pato Negro Pty Ltd
Kumarina Holdings Pty Ltd
Holders < 20%
Name
Aradia Ventures Pty Ltd
Mr John George Ribbons
Mr Seamus Cornelius
Duketon Consolidated Pty Ltd
Zoetmelksvlei (Pty) Ltd
Karlka Nyiyaparlia Aboriginal
Corporation RNTBC
Holders < 20%
Unlisted
options
exercisable at
$0.325 expiring
3/11/22
Unlisted
options
exercisable at
$0.355 expiring
28/11/22
Unlisted
options
exercisable at
$0.261 expiring
28/11/23
Unlisted
options
exercisable at
$0.26 expiring
22/02/24
-
-
-
-
200,000
-
100,000
300,000
600,000
-
300,000
300,000
-
-
-
1,000,000
500,000
-
500,000
-
-
-
-
-
-
-
-
500,000
1,200,000
2,000,000
500,000
Unlisted
options
exercisable at
$0.273 expiring
20/11/24
Unlisted
options
exercisable at
$0.50 expiring
25/06/25
Unlisted
options
exercisable at
$1.209 expiring
4/11/25
Unlisted
options
exercisable at
$0.44 expiring
13/07/25
1,000,000
500,000
500,000
-
-
-
-
-
-
-
-
500,000
-
-
2,000,000
500,000
500,000
250,000
250,000
300,000
-
-
-
-
-
-
-
1,000,000
680,000
1,980,000
-
1,000,000
Annual Report 2022
Page | 60