GALILEO MINING LTD
ANNUAL FINANCIAL REPORT
For the Year Ended 30 June 2024
GALILEO MINING LTD
ABN 70 104 114 132
2
CONTENTS
CHAIRMAN’S LETTER .................................................................................................................................................................... 3
DIRECTORS’ REPORT .................................................................................................................................................................... 4
AUDITOR’S INDEPENDENCE DECLARATION ................................................................................................................... 31
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................................. 32
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ........................................................................................... 33
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................................. 34
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................................................ 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ...................................................................................... 36
CONSOLIDATED ENTITY DISCLOSURE STATEMENT ..................................................................................................... 56
DIRECTORS’ DECLARATION .................................................................................................................................................... 57
INDEPENDENT AUDITOR’S REPORT .................................................................................................................................... 58
CORPORATE GOVERNANCE ................................................................................................................................................... 62
ADDITIONAL ASX SHAREHOLDERS’ INFORMATION.................................................................................................... 63
TENEMENT SCHEDULE.............................................................................................................................................................. 66
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GALILEO MINING LTD
ABN 70 104 114 132
CHAIRMAN’S LETTER
Dear Shareholder,
With the conclusion of Financial Year 2024, I am pleased to report on a year of significant progress and strategic
development for Galileo Mining. Our efforts have been concentrated on advancing exploration activities and
reinforcing our commitment to creating long-term value for our shareholders.
This year we have taken steps to ensure we are fully funded for all our planned exploration activities. This
means we are able to pursue an aggressive exploration agenda targeting new discoveries of palladium and
nickel along strike of the Callisto palladium-platinum-gold-rhodium-copper-nickel deposit, and at the
Jimberlana and Mission Sill prospects, within our wholly owned Norseman project in Western Australia.
Our exploration strategy continues to follow a cyclical pattern with campaign drilling, review and interpretation
of results, integration of new information, and then more drilling. We believe this cycle of exploration activity
gives us the best opportunity of making further discoveries in our underexplored tenement package.
One of the highlights of this year was the completion of our maiden mineral resource estimate for the Callisto
deposit (refer page 9 for details), marking a significant step forward in our understanding of the resource and
geology of the area. The resource estimate confirms the substantial potential of the deposit, and our
prospective tenure, and builds confidence in its future prospects.
In June, we announced a lithium joint venture agreement signed with Mineral Resources. This Joint Venture
highlights the significant lithium potential of the Norseman project with our investors set to benefit from a
focused program of lithium exploration by one of Australia’s pre-eminent lithium companies.
Our robust financial position, with cash at 30 June of $13.6 million, reflects our disciplined approach to both
capital management and to focused exploration expenditure. With a strong balance sheet, we have the financial
flexibility necessary to execute our exploration plans without any short-term need for dilutionary capital raisings
in a difficult market.
In closing, I want to express my appreciation to our dedicated team for their hard work and commitment. Their
efforts enable Galileo to undertake a high number of field programs each year and I believe our activities are
performed at a technical level well above the industry norm. I also extend my gratitude to our shareholders for
their continued support and trust in our vision to create a successful exploration company. Together we are
ready to seize the opportunities the future holds for Galileo Mining.
Yours faithfully,
Brad Underwood
Chairman & Managing Director – Galileo Mining Ltd
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GALILEO MINING LTD
ABN 70 104 114 132
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report on the Company and the Group (consisting of the Company and the entities
it controlled during the period) for the financial year ended 30 June 2024.
DIRECTORS
The following directors have been in office since the start of the financial year to the date of this report unless
otherwise stated:
Brad Underwood (Managing Director and Chairman)
Noel O’Brien (Non-executive Director)
Cecilia Camarri (Non-executive Director)
Mathew Whyte (Non-executive Director)
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was mineral exploration.
FINANCIAL RESULTS AND FINANCIAL POSITION
The net profit of the Group for the financial year ended 30 June 2024 after providing for income tax
amounted to $3,374,077 (2023: loss $1,533,057).
Total acquisition costs and deferred expenditure on tenements capitalised during the year amounted to
$5,067,912 (2023: $11,697,730)
At the end of the financial period the Group had cash on hand, including deposits of $13,617,755 (2023:
$14,456,650) and Net Assets of $47,396,767 (2023: $43,276,571).
DIVIDENDS
No dividends have been declared since the end of the previous financial year and no dividends have been
recommended by the directors.
REVIEW OF OPERATIONS
Galileo has two highly prospective West Australian resource and exploration projects being:
1) The Norseman Project with exploration tenements prospective for nickel, palladium, platinum, cobalt
and lithium deposits with existing JORC compliant palladium-nickel and cobalt-nickel resources; and
2) The Fraser Range Project with exploration tenements prospective for nickel-copper-cobalt deposits.
During the financial year, the Group’s main activities were exploration at the Norseman Project through a
series of RC and Diamond drilling campaigns and other exploration activities.
While Galileo has been focused primarily on developing its Norseman project, the Company also advanced
exploration at its Fraser Range Project with geological reviews and target generation programs during the
year.
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GALILEO MINING LTD
ABN 70 104 114 132
Figure 1: Galileo Mining project locations with selected regional mines and resources
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GALILEO MINING LTD
ABN 70 104 114 132
Highlights of the Group’s activities during the year include:
Corporate
•
Fully funded to implement all planned exploration programs with approximately $13.6 million in cash as
at 30th June 2024
•
Farm-in and joint venture agreement completed with a wholly owned subsidiary of Mineral Resources
Limited (ASX:MIN) (MinRes) (Lithium JVA) for the sale of a 30% interest in all lithium rights held by Galileo
on the Norseman JVA tenement package
•
Lithium JVA formally underway with MinRes having the exclusive right to increase its stake in the JV to
55% by sole funding $15m of expenditure over the next 4 years before June 2028.
•
Total cash consideration for the Lithium JVA was A$7.5m with Tranche 1 payment of $5m already received
in June 2024 and Tranche 2 payment of $2.5m due prior to 30th May 2025
•
Cash injection puts Galileo in a fully funded position for all planned nickel, PGE, and gold exploration
programs
Norseman Project (100% owned)
•
Completion of Callisto resource drilling with 602 metres of diamond drilling for inclusion in the Callisto
Mineral Resource Estimate (resource based on a total of 147 drill holes for 38,695m drilled in 2022 and
2023)
•
Maiden Mineral Resource Estimate calculated for the Callisto deposit in October 2023 (refer to page 9 for
details);
o
17.5Mt @ 1.04g/t 4E, 0.20% Ni, 0.16% Cu (2.3g/t PdEq or 0.52% NiEq)
o
Contained metal includes 585,000oz 4E, 35kt Ni and 28kt Cu (~1.27Moz PdEq or ~91,000t NiEq)
o
~8Mt (46%) of the resource is inside the indicated category with a 2.5g/t PdEq grade or 0.58%
NiEq (metal content within indicated resource category of ~639,000oz PdEq or ~45,800t NiEq)
•
First “Platreef” style PGE-nickel-copper discovery in Australia
•
95% of resource is constrained by pit optimisation and remains open at depth with potential for
additional resource delineation
•
Primary exploration focus during FY2024 was on extensive RC drill campaigns north and south of the
Callisto palladium-platinum-gold-rhodium-copper-nickel deposit as well as at the Jimberlana and
Mission Sill prospects
•
Approximately 13,500m of exploration RC drilling (61 drill holes) over four campaigns completed across
the Norseman project during the financial year
•
87 line-kilometres of induced polarisation (IP) geophysical surveying completed on the 20km strike length
around the Callisto deposit and 40 line-km of IP surveying at the 12 km long Mission Sill prospect
•
IP surveying is extensively used in exploration to help detect disseminated sulphide deposits similar to
Callisto. IP survey data at Callisto and Mission Sill is being utilised to generate the next suite of targets
for drill testing
Fraser Range Project (JV with Creasy Group)
•
Modelling of EM data and geological interpretation completed. Final drill target selection and statutory
permitting is required prior to drill testing for high grade Nova-mine style nickel-coper-cobalt deposits
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GALILEO MINING LTD
ABN 70 104 114 132
CORPORATE
Galileo is well funded to continue exploration with approximately $13.6 million in cash as of 30th June 2024.
This puts the Company in a secure position to undertake all planned drilling and exploration programs.
In June 2024, Galileo completed a Lithium farm-in and joint venture agreement with a wholly owned subsidiary
of Mineral Resources (ASX: MIN) (MinRes) (Lithium JVA) for the sale of a 30% interest in all lithium rights held
by Galileo on the Norseman JVA tenement package for total A$7.5 million cash consideration.1
MinRes and Galileo have formed a 30% / 70% unincorporated joint venture for the exploration and, if deemed
warranted mining of, lithium on the Norseman JVA tenements. MinRes can increase its stake to 55% by sole
funding an additional $15 million of exploration expenditure on the Tenements over the 4 years up to June
2028. The Callisto PGE-nickel deposit, on M63/671, is not a part of the exploration JV agreement.
MinRes has the further ability to elect to increase its stake to 70% by sole funding expenditure through to a
Decision to Mine. Upon MinRes earning a 70% interest, Galileo must elect to either remain in Joint Venture and
contribute to Development Costs or convert its interest into a royalty.
The Tranche 1 payment of $5 million under the Agreement (of the $7.5 million total consideration) was received
in June 20242. This cash payment significantly bolsters the funds available to Galileo to undertake extensive
exploration programs at both its Norseman and Fraser Range projects. The Tranche 2 payment of $2.5 million
under the Agreement is due prior to 30th May 2025 (Refer to Note 26 (page 53) of this Annual Financial Report).
EXPLORATION
Norseman Project Resource Definition
Maiden Mineral Resource Estimate
In October 20233, Galileo reported the maiden Mineral Resource Estimate (Resource) for the Callisto deposit,
the first deposit of its type identified in Australia (refer page 9 for details). The nature of mineralisation at
Callisto is analogous in style to the Platreef deposits found in South Africa. The resources at the South African
Platreef occur as discrete deposits within an extensive strike zone and the style of mineralisation at that location
supports the belief that the Norseman project can also host additional mineralisation beyond the established
Callisto resource.
The maiden Indicated and Inferred Mineral Resource Estimate, which was defined from a total of 147 drill holes
(38,695m), was calculated as:
•
17.5 Mt @ 1.04g/t 4E, 0.20% Ni, 0.16% Cu (2.3g/t PdEq or 0.52% NiEq) for contained metal of 585,000oz
4E, 35kt Ni and 28kt Cu (~1.27Moz PdEq or ~91,000t NiEq). See Table 1 for MRE details.
Approximately 8Mt (46%) of the resource is inside the indicated category with a 2.5g/t PdEq grade or 0.58%
NiEq (metal content within indicated resource category of ~639,000oz PdEq or ~45,800t NiEq).
About 95% of the resource is constrained by pit optimisation and remains open at depth with potential for
additional resource delineation. The resource is modelled as continuous sulphide mineralisation within a single
geological domain.
The resource estimate was undertaken by Cube Consulting, using data gathered from drilling activities
following the discovery hole in May 2022 up until July 2023.
1 Refer to ASX announcements dated 3rd June 2024.
2 Refer to ASX announcement dated 12th June 2024.
3 Refer to ASX announcement dated 2nd October 2023
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GALILEO MINING LTD
ABN 70 104 114 132
Further JORC details of the maiden mineral resource are outlined on page 9.
Figure 2 –– Interpreted mineralisation extents of disseminated sulphide at the Callisto deposit.
The Callisto deposit is an undercover discovery found after a review of two drill holes which targeted a
geophysical EM conductor. While the source of the conductor was a sulphidic sediment it was noted that the
drill holes had passed through a band of weakly disseminated sulphide mineralisation in the overlying
ultramafic intrusive rock. Recognition of the mineralised intervals, the interpretation of increasing metal
grades to the east, and understanding the context of the potential mineralisation within the broader regional
ultramafic geology provided the drill target which led to the discovery.
A regional interpretation of prospective rock units shows that the mafic-ultramafic sill complex which hosts
the Callisto deposit is continuous over 20km of strike length. The potential occurrence of additional
mineralisation within the host rock complex is now the focus of intense exploration activity with drill programs
and geophysical IP surveys aiming to advance the project toward new discoveries.
The mineralised sill at Callisto has an average strike length of 300m and dips to the east over 800m length
down dip with average true thickness of approximately 40m. At the western end the mineralisation lies 75m
below the surface where it dips shallowly to the east for ~650m before steeply dipping at the eastern end.
The lower limit of mineralisation is 650m below the surface.
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GALILEO MINING LTD
ABN 70 104 114 132
Figure 3 –– Resource classification showing mineralisation continuing at depth.
JORC Mineral Resource Estimate
Table 1 - Callisto Deposit Maiden Mineral Resource Estimate (JORC 2012) (see ASX announcement: 2nd October 2023)
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GALILEO MINING LTD
ABN 70 104 114 132
Notes to Table 1:
Based on metallurgical test work completed to date, the Company believes that Callisto’s mineralisation is amenable
to concentration using a conventional crushing, milling and flotation process, and that the metals included in the
metal equivalent calculation have a reasonable potential to be recovered and sold.
Metal equivalent price assumptions of Callisto Resource (see ASX announcement dated 2nd October 2023 for further
details):
Metallurgical recovery assumptions used for metal equivalent value calculations were: Pd – 82%, Pt – 78%, Au – 79%,
Rh – 63%, Ni – 77%, Cu – 94%.
Metal price assumptions, based on 12 month calculated averages to 11th September 2023, were used for metal
equivalent values, and are the same prices used in the pit optimisation: Pd – US$1,600/oz, Pt – US$975/oz, Au –
US$1,870/oz, Rh – US$9,420/oz, Ni - US23,800/t, Cu – US$8,420/t.
Norseman Project Exploration
As well as finishing the diamond drill campaign associated with the Callisto resource definition program, Galileo
also undertook four RC exploration drilling campaigns. Over 13,500 meters of exploration RC drilling and 602
meters of resource definition diamond drilling were completed across Galileo’s Norseman tenements during
the financial year ending 30th June 2024.
Figure 4 –– Drilling on site at Galileo’s 100% owned Callisto discovery near Norseman.
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GALILEO MINING LTD
ABN 70 104 114 132
North Callisto
In September 2023, first pass drilling of the North Callisto prospect was undertaken as part of an ongoing
systematic exploration program of the area north of the Callisto discovery (Figure 5).4 This drilling identified
two new PGE enriched areas associated with the contact between mafic and ultramafic rock units.
Figure 5 - North Callisto drill results with anomalous palladium/platinum horizons and drill target zone.
Background is TMI-1VD magnetic image showing geological trends.
Drill holes NRC463, NRC466 and NRC470 were in the northern extension of the magnetic (geological) trend
that contains the Callisto deposit. NRC472 was at the southernmost extent of a separate magnetic (geological)
trend parallel to the Callisto stratigraphy. Both target horizons illustrated in Figure 5 are interpreted as highly
prospective for the intrusive rock types which host the palladium-nickel sulphide mineralisation at Callisto.
4 Refer to ASX announcements dated 18th September 2023
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GALILEO MINING LTD
ABN 70 104 114 132
In October 2023, Galileo undertook an RC drilling program to target along strike of drill holes NRC463, NRC466
and NRC470 from the first pass drilling campaign5. Results of the October program showed more anomalous
palladium-platinum results, NRC484 and NRC485 were east of the interpreted target horizon and highlight the
significant prospectivity of the overall ultramafic-mafic sill complex which appears to have developed as
multiple intrusive events over the full 20 km strike length.
In addition, a review of the assay result of 28 metres at 0.18 g/t 3E in hole NRC472 showed that the anomalous
intersection occurred at the base of an ultramafic sill where it overlies a volcanic substrate. This geological
configuration was interpreted as being analogous to the Callisto deposit where the mineralised intrusive sill
overlies a volcano-sedimentary sequence.6 Follow up drilling in December 2023 confirmed a continuation of
the PGE enriched sulphide zone with anomalous levels in NRC490 however these did not reach economic
grades.
Deep drilling beneath the Callisto deposit in the December 2023 program continued to identify anomalous
sulphides (NRC489) in an area with a broad chargeable high shown in IP survey results.7 IP results from Callisto
North also revealed a pronounced chargeable high within the interpreted sulphide zone (see figures 6 and 7).
Follow up drilling in April/May 2024 of the chargeable zone on line 6,452,000 (IP image in Figure 6, NRC495
location in Figure 8) intersected disseminated sulphides in ultramafic rock units overlying sediments, the same
geological configuration as that seen at the Callisto deposit. Although the sulphides did not contain anomalous
levels of economic mineralisation at this specific location, the overall drill results from the program
demonstrated the value of targeting geophysical induced polarisation (IP) anomalies in the search for new
disseminated sulphide deposits.
Figure 6 – Chargeability model of IP survey line 6,452,000N showing the location of a sulphide target zone at the
North Callisto prospect
5 Refer to ASX announcement dated 22nd November 2023
6 Refer to ASX announcement dated 22nd November 2023
7 Refer to ASX announcement dated 23rd January 2024
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Figure 7 - Chargeability model of IP survey line 6,448,300N showing the location of the Callisto deposit and the
western target zone (tested by drill hole NRC489)
Figure 8 - North Callisto prospect with sulphide target zone, completed IP lines at North Callisto, and location of
April/May 2024 drilling. TMI magnetic background.
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ABN 70 104 114 132
Anomalous mineralised drill intersections from other targets in the May 2024 drill program were reported with
drill results including;
•
64m @ 0.22 g/t 3E from 104m with 4m @ 0.41 g/t 3E from 108m (NRC498)
•
84m @ 0.13 g/t 3E from 208m (NRC496)8
The most prospective result from the May round of drilling was received from NRC498, drilled adjacent to a
moderately strong geophysical response (see Figure 9). This moderate chargeable response is the subject of
follow up drill testing planned for the first half of FY2025.
Figure 9 – Updated chargeability model of IP survey line 6,449,100N (dipole-dipole data) with anomalous drill
results in NRC498 and follow up target zone. NRC497 intersected only minor Pd-Pt in ultramafic rock. A range of
chargeable responses will be tested in the follow up drill programs, from very strong to moderate anomalies, to
determine whether there is a relationship between Pd-Pt grades and various geophysical parameters (anomaly
size/strength/shape/depth below surface etc.)
Figure 10 –Chargeability model of IP survey line 6,449,700N (pole-dipole data) with anomalous drill results in
NRC496, previous drill results from NRC463 and follow up target zone at the contact between ultramafic and
gabbroic rocks units.
8 Refer to ASX announcement dated 12th June 2024
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GALILEO MINING LTD
ABN 70 104 114 132
Further prospective results were received from NRC496 drilled on section line 6,449,700 (figures 8 and 10). A
large zone of anomalous mineralisation was identified in ultramafic rock which broadly matches the top of a
change in chargeable response and a change in geology to the west. This zone will attract follow up drilling to
determine whether the subtle geophysical response and the ultramafic/mafic contact zone can be linked to
mineralisation.
Regional pole-dipole surveying of the 20km Callisto trend and the 12km Mission Sill trend was completed
during the financial year with ongoing interpretation to determine which geophysical responses will be selected
for drill testing. 87 line-kilometres of induced polarisation (IP) geophysical surveying were completed on the
20km strike length around the Callisto deposit and 40 line-km of IP surveying at the 12 km long Mission Sill
prospect.
The exploration rationale of Galileo target generation is to build on the understanding of the geophysical data
gained from ongoing drill programs and to continue working from areas of higher data density (areas with
drilling) to those prospective areas with no drilling.
Figure 11 – Callisto deposit and prospective geological trends at Galileo’s Norseman project. Regional IP
surveying, designed to generate new drill targets, has been undertaken over the length of the 20km Callisto trend
and the 12km Mission Sill trend.
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ABN 70 104 114 132
Post period end, the company reported downhole EM surveying undertaken on drill hole NRC493 which was
originally drilled into a high chargeability/low resistivity geophysical anomaly defined by pole-dipole IP
surveying.9
Data from the down hole EM survey showed a highly conductive response which was modelled with a plate
size of 202 metres strike length, 432m down dip extent, and a conductance of 16,129S. The model dips to the
southeast and passes approximately 100m beneath the drill hole (Figure 12).
Figure 12 – Modelled conductive target zone beneath NRC493. Resistivity background image (low resistance = red
colour, related to higher conductivity zones)
The up-dip projection of the conductor matches the position of another chargeable / low resistive feature
observed in the pole-dipole survey. The multiple data sets lend support to the interpretation that the base of
the ultramafic sill is represented by the modelled conductor where sulphides may have accumulated. Drill
testing is required to determine whether any sulphides present contain economic concentrations of nickel,
copper, and/or PGE metals.
Target generation work including interpretation of IP surveys, EM surveys, geological mapping, and detailed
geochemical analyses of existing drill results is continuing. This work is designed to develop further targets for
drill testing and build Galileo’s understanding of the potential for new discoveries in the region.
South Callisto
In October 202310, first pass RC drilling targeting PGEs at the South Callisto prospect was undertaken as part
of a systematic exploration program in the 20km strike zone surrounding the Callisto discovery. Assay results
from the October drilling program showed anomalous palladium-platinum results11 including:
•
28 metres @ 0.36g/t 3E from surface (NRC477)
•
96 metres @ 0.18 g/t 3E from surface (NRC479)
•
80 metres @ 0.12 g/t 3E from 64m (NRC480)
9 Refer to ASX announcement dated 22nd July 2024
10 Refer to ASX announcement dated 23rd October 2023
11 Refer to ASX announcement dated 22nd November 2023
Modelled conductor - drill target
Near surface
resistive anomaly
in weathered zone
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This drilling confirmed highly anomalous PGEs in a fertile ultramafic rock sequence. Geophysical IP surveying
covering the South Callisto prospect has been completed. Interpretation of IP data, combined with new
understanding of the geology gained from drill holes undertaken at the North Callisto prospect, will be used
to determine and rank additional targets for drill testing at the South Callisto prospect.
Jimberlana & Mission Sill Prospects
During the period, Galileo undertook exploration drill programs at the Jimberlana and Mission Sill prospects.12
The Jimberlana Dyke is an extensive east-west trending mafic-ultramafic dyke with anomalous palladium-
nickel-copper drill results on both the northern and southern margins. Aircore drilling by Galileo in 2022
intersected geochemical anomalies on both margins of the dyke. Follow up geophysical surveying revealed
strong EM conductors proximal to the anomalous drill intercept which made the prospect a compelling target.
In August 202313, first pass RC drilling at the Jimberlana South prospect intersected nickel and copper sulphides
with shallow sulphide lenses starting at approximately 59 metres below surface with best results of:
•
1 metre @ 0.83% Ni, 0.36% Cu and 0.07% Co from 74m (NRC456) within broader interval of
•
7 metres @ 0.22% Ni, 0.13% Cu and 0.02% Co from 68m (NRC456)
RC drill holes NRC455 and NRC456 targeted a strong electro-magnetic (EM) conductor adjacent to anomalous
aircore drilling results14. Disseminated and matrix sulphides were intercepted in both RC drill holes with the
highest assays coming from a sulphide lens within the ultramafic-mafic target rock in NRC456.
Sulphide zones with anomalous nickel and copper also occur within the sediment/basalt and these are
interpreted to be related to the emplacement of the mafic-ultramafic Jimberlana Dyke. The modelled EM
conductor was located at the boundary between the target rock and the sediment and basalts.
Figure 13 – Disseminated and matrix sulphides in RC drill chips from Jimberlana South (53m in NRC455)
12 Refer to ASX announcement dated 3rd July 2023
13 Refer to ASX announcement dated 10th August 2023
14 Refer to ASX announcement dated 3rd July 2023
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Further drilling was undertaken at the Jimberlana South prospect in September 202315 with RC drill hole
NRC476 completed as a follow up to drill holes NRC455 and NRC456. Results from NRC476 include;
•
52 metres @ 0.29 g/t 3E, 0.15% Cu, and 0.12% Ni from 8m including
•
28 metres @ 0.34 g/t 3E, 0.20% Cu, and 0.14% Ni from 32m within fresh rock sulphide zone and
•
8 metres @ 0.50 g/t 3E, 0.29% Cu, and 0.19% Ni from 40m
Multiple sulphide zones were intersected in NRC476 with the most prospective being the upper disseminated
sulphide zone within a gabbro unit of the layered mafic-ultramafic Jimberlana Dyke. Assays from this interval
showed strong enrichment in PGEs, copper, and nickel within a broad zone on the margin of the dyke.
This location matches the mineralisation model which indicates the margins within the dyke as being the most
prospective for the accumulation of sulphide minerals. A lower sulphide zone in NRC476 matches the position
of the modelled EM conductor and is associated with a metal enriched (silver-copper-zinc) sedimentary-
volcanic unit.
In December16, Galileo undertook RC drilling at Jimberlana South to follow up on drill assays from drill hole
NRC476 with three drill holes completed as part of this campaign. Assay results from the RC drilling campaign
highlighted widespread sulphide zones including:
•
24 metres @ 0.21 g/t 3E, 0.15% Cu, and 0.15% Ni from 36m (NRC486)
•
16 metres @ 0.38 g/t 3E, 0.18% Cu, and 0.05% Ni from 152m (NRC488) 17
The December 2023 drilling extended the known area of sulphide mineralisation which is open in all directions.
The prospective sulphide target zone will require further drill testing to determine whether there are higher
grade sulphide zones along strike or at depth.
Figure 14 – Jimberlana South geological plan map with most recent drilling (NRC486, NRC487 & NRC488) and
interpreted sulphide target zone.
15 Refer to ASX announcement dated 18th October 2023
16 Refer to ASX announcement dated 4th December 2023
17 Refer to ASX announcement dated 23rd January 2024
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Jimberlana North Prospect
Assays received from the July 2023 drilling program at Jimberlana North prospect showed elevated metals in
a newly discovered sulphide zone.18 The drill intersection included an 11-metre zone starting from a shallow
depth of approximately 53 metres below surface;
•
11 metres @ 0.21 g/t 3E, 0.18% Cu, 0.13% Ni and 0.03% Co from 61m downhole (NRC442) including
•
1 metres @ 0.68 g/t 3E, 0.52% Cu, 0.44% Ni and 0.08% Co from 68m
An adjacent drill hole also showed anomalous sulphides with:
•
13 metres @ 0.14 g/t 3E, 0.08% Cu, 0.07% Ni and 0.01% Co from 71m (NRC443)
RC drill holes NRC442 and NRC443 were completed as a follow up to air core drill hole NAC105 which
intercepted sulphides at the bottom of hole.19 Disseminated and banded semi-massive sulphides were
intercepted in both RC drill holes on the margin of the Jimberlana Dyke. Follow up drilling at Jimberlana North
did not advance the prospect and the focus of exploration at the Jimberlana prospect moved to the southern
margin of the dyke where sulphide mineralisation is more consistent in drill results received to date.
Figure 15 – RC drill chips with sulphide from NRC442, Jimberlana North prospect
Mission Sill Prospect
The Mission Sill is a mafic-ultramafic intrusion with similar geology to the host rock at the Callisto discovery
and is located approximately 6km to the southeast of Callisto (Figure 11 on page 15) and has multiple
anomalous drilling results over a 10-kilometre strike length (see 2022 Galileo Annual Report).
Limited RC exploration drilling conducted over the financial year at the Mission Sill prospect did not contain
material assay results, however the geology did show a thick sequence of ultramafic/mafic rock units similar to
the rocks which host the Callisto deposit. Further drilling along the 12km prospective strike length of the
Mission Sill is being planned for the 2025 financial year.
18 Refer to ASX announcement dated 31st July 2023
19 Refer to ASX announcement dated 1st December 2021
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Fraser Range Project (67% GAL / 33% Creasy Group JV)
While the priority for Galileo during the financial year was exploration at Norseman, the Company continued
to progress exploration work at its Fraser Range project.
Regional EM surveying has been completed at Galileo’s northern Fraser Range project area with the aim of
defining new undercover nickel targets for drill testing. Previous drilling at the Lantern South and Lantern East
prospects has established the area as highly prospective for sulphide mineralisation. The untested conductive
anomaly at the Easterly prospect is northeast along strike from previous drilling.
Conductive responses from EM surveying will be assessed for drill testing with the target model being Nova
mine style nickel-copper-cobalt deposits. Applications for government approvals to drill within the Fraser
Range have been submitted with drilling to occur post all approvals and finalisation of drill targets. The current
parameters of well-developed EM models at untested prospects are shown in Table 2. The location of the
tested and untested Fraser Range prospects is shown in Figure 16 along with the interpreted target mafic-
ultramafic intrusions.
Figure 16 – Location of untested EM targets at the Easterly and Green Moon prospects and the interpreted intrusive
targets on new tenement to the south (TMI magnetic background imagery)
Table 2: Modelled parameters of Green Moon and Easterly conductors
Prospect
Conductance
Length
Height
Depth to Top
Green Moon
4,000S
300m
400m
545m
Easterly
1,140S
750m
134m
165m
21
GALILEO MINING LTD
ABN 70 104 114 132
Competent Person Statements
The information in this report that relates to Exploration Results is based on, and fairly represents, information
and supporting documentation prepared by Mr Brad Underwood, a Member of the Australasian Institute of
Mining and Metallurgy, and a full time employee of Galileo Mining Ltd. Mr Underwood has sufficient
experience that is relevant to the styles of mineralisation and types of deposit under consideration, and to
the activity being undertaken, to qualify as a Competent Person as defined in the 2012 Edition of the
“Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (JORC Code).
Mr Underwood consents to the inclusion in the report of the matters based on his information in the form
and context in which it appears.
The information in this report that relates to Mineral Resources is based on and fairly represents information
and supporting documentation compiled by Paul Hetherington. Mr Hetherington is a full-time employee of
Cube Consulting, is a member of the Australasian Institute of Mining and Metallurgy (#209805) and has
sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration
to qualify as a Competent Person as defined in the 2012 Edition of the JORC Code. Mr Hetherington consents
to the inclusion in the report of the matters based on his information in the form and context in which it
appears.
With regard to the Company’s ASX Announcements referenced in the above Announcement, the Company
is not aware of any new information or data that materially affects the information included in the
Announcements.
CAPITAL STRUCTURE
As at the date of this Directors’ report the Company’s Capital structure is as follows:
Quoted Securities:
Number
Class
197,624,927
Ordinary Fully Paid Shares
Un-quoted Securities:
Number
Class
1,000,000
Unquoted Options exercisable at $1.20 expiring 18 October 2024
2,500,000
Unquoted Performance Rights expiring 22 September 2025
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
Other than the above, no other matters or circumstances have occurred subsequent to balance date that
have or may significantly affect the operations or state of affairs of the Group in subsequent financial years.
LIKELY DEVELOPMENTS, EXPECTED RESULTS, AND MATERIAL BUSINESS RISKS
The Group will continue its evaluation of its mineral projects and undertake generative work to identify and
acquire new resource projects and opportunities.
22
GALILEO MINING LTD
ABN 70 104 114 132
The Groups future financial performance and financial outcomes are dependent upon a range of risk factors
typically encountered by exploration mining companies. Material business risks include, but are not limited
to:
•
Identify and successfully explore tenements suitable for economic resource development.
•
Access to additional equity financing as and when required.
•
Reliance and retention of key personnel
•
Land access including changes in Government regulation.
The Group has implemented a range of safeguards and appropriate risk mitigation strategies and controls
however some risks are outside of its control and cannot be mitigated.
Due to the nature of the Groups business, the expected results are not predictable.
DIVIDENDS
There were no dividends paid or declared during the financial year ended 30 June 2024 (2023: Nil).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than reported above in the Review of Operations, there were no significant changes in the state of
affairs of the Group during the reporting period.
ENVIRONMENTAL REGULATIONS AND PERFORMANCE
The Group’s operations are subject to various environmental regulations under both Commonwealth and
State legislation in Australia. The Group conducts its exploration activities in an environmentally sensitive
manner and is not aware of any material breaches of the regulations or legislation during the reporting
period.
INFORMATION ON DIRECTORS AND SECRETARIES
Current Directors
Brad Underwood – Managing Director (appointed 13 September 2017) and Chairman (effective from
26 December 2019)
Mr Underwood is a geologist with over 20 years’ experience in exploration, prospecting and mining. He has
been involved in nickel, palladium, gold, copper and cobalt discoveries and the development of numerous
prospects over a variety of commodities.
Between 2010 and 2018 Mr Underwood worked for prospector and mining entrepreneur Mark Creasy as
General Manager of several private companies. During this time Brad expanded his skills in corporate
business development including IPOs, capital raisings, Joint Venture management, asset sales, and
commercial negotiations.
Mr Underwood discovered Galileo’s Callisto palladium-nickel-copper resource near Norseman and was
involved with the Silver Knight nickel-copper discovery in the Fraser Range.
Mr Underwood has a Bachelor of Science in Geology and a Post Graduate Diploma in Geology from the
University of Auckland, and a Master of Science (Distinction) in Mineral Economics from Curtin University.
Brad has not held any other directorships of listed entities in the last 3 years.
Noel O’Brien – Independent Non-Executive Director (appointed 6 February 2018) and member of
Audit and Risk Committee.
Noel O’Brien is a metallurgist with wide international and corporate experience. After a career spanning 40
years in Australia and Africa he established Trinol Pty Ltd, a Perth based consultancy, to provide process and
project development services over a broad range of commodities.
Mr O’Brien has been actively involved with projects containing manganese, iron ore, gold, base metals, and
23
GALILEO MINING LTD
ABN 70 104 114 132
the battery metals including lithium, graphite and cobalt.
He has served on the board of a number of ASX listed companies over the past 10 years and is currently a
technical advisor to several listed companies with early to advanced stage projects.
Mr O’Brien has a Batchelor’s degree in Metallurgical Engineering from the University of Melbourne, an MBA
from the University of the Witwatersrand and is a Fellow of the AusIMM. Noel was appointed as a Non-
executive Director of Resource Mining Corporation Ltd (ASX:RMI) on 20 June 2022 and was previously a
Non-executive Director of : Mali Lithium (ASX: MLL) from 1 December 2017 to 6 April 2020; and Metals Tech
Limited (ASX: MTC) from 17 June 2019 to 6 July 2020.
Ms Cecilia Camarri – Independent Non-Executive Director (Appointed 7 June 2022) and Chairperson
of Audit and Risk Committee
Cecilia Camarri is Special Counsel at a WA law firm and has extensive experience specialising in the mining
industry. Ms Camarri acts as a legal adviser to private and listed mining companies and has both operational
and management experience.
Ms Camarri began her mining career in 1996 at the historic Great Fingall Gold Mine at Day Dawn near Cue
in WA. Following this she undertook community and public relations management roles at the Super Pit /
Mt Charlotte underground mine and Alcoa’s Wagerup Refinery before becoming a lawyer.
Ms Camarri has acted for many WA based exploration and mining companies and was the In-House Counsel
for the Creasy Group between 2012 and 2016.
Ms Camarri has a Bachelor of Laws, a Graduate Diploma in Journalism, a Bachelor of Arts, and is a member
of the Australian Institute of Company Directors. Ms Camarri has not held any other directorships of listed
entities in the last 3 years.
Mr Mathew Whyte – Non-Executive Director (Appointed 26 December 2019), CFO and Company
Secretary and member of Audit and Risk Committee
Mr Whyte is a CPA and a Chartered Secretary (FGIA FCG). He has over 27 years’ commercial experience in
the financial management, direction, and corporate governance of ASX listed companies.
Mr Whyte has held senior executive, company secretarial and directorship roles on a broad range of
Australian ASX listed entities with operations in Australia and overseas in the mining exploration, mining
services, power infrastructure and technology development industries. Mr Whyte was a Non-Executive
director and Company Secretary of Aurora Labs Ltd (ASX: A3D) from 26 July 2017 to 26 February 2020.
DIRECTORS’ INTERESTS IN SHARES AND PERFORMANCE RIGHTS OF THE COMPANY
As at the date of this report, the interest of the directors in securities of Galileo Mining Ltd were:
Number of
Ordinary Shares
Number of
Performance
Rights
Brad Underwood
8,619,244
1,162,076
Noel O’Brien
2,429,811
138,342
Cecilia Camarri
9,739
138,342
Mathew Whyte
350,000
536,768
24
GALILEO MINING LTD
ABN 70 104 114 132
DIRECTORS’ MEETINGS
The following table sets out the number of meetings of directors held during the year ended 30 June 2024
and the number of meetings attended by each director.
Number Eligible to
Attend
Number Attended
Brad Underwood
Noel O’Brien
Cecilia Camarri
Mathew Whyte
12
12
12
12
12
12
12
12
AUDIT AND RISK COMMITTEE MEETINGS
The following table sets out the number of meetings of Audit and Risk Committee held during the year
ended 30 June 2024 and the number of meetings attended by each director who is a member of the
Committee.
Number Eligible to
Attend
Number Attended
Cecilia Camarri
Noel O’Brien
Mathew Whyte
3
3
3
3
3
3
REMUNERATION REPORT (Audited)
The Directors of Galileo Mining Ltd present the Remuneration Report (‘the Report”) for the Group for the year
ended 30 June 2024 (“FY24”). This Report forms part of the Directors’ Report and has been audited as required
by section 300A of the Corporations Act 2001.
Key management personnel disclosed in this report
For the purposes of this Report, key management personnel (KMP) of the Group are defined as those persons
having authority and responsibility for planning, directing and controlling the major activities of the Group,
directly or indirectly, including a director (whether executive or otherwise) of the Company, and its
subsidiaries.
Details of key management personnel:
Brad Underwood (Managing Director/Chairman)
Noel O’Brien (Non-Executive Director)
Cecilia Camarri (Non-Executive Director)
Mathew Whyte (Non-Executive Director and Company Secretary)
Remuneration Philosophy
The performance of the Group depends upon the quality of its Directors and Executives. To prosper the Group
must attract, motivate and retain highly skilled directors and KMP.
To this end Galileo aims to reward executives with a level and mix of remuneration commensurate with their
position and responsibility so as to align the interests of executives with those of shareholders and to ensure
total remuneration is competitive by market standards.
Remuneration and nomination issues are handled at the full Board level. Due to the small number of directors
and KMP no separate committee has been established for this purpose.
Board members, as per groupings detailed below, are responsible for determining and reviewing
compensation arrangements.
25
GALILEO MINING LTD
ABN 70 104 114 132
In order to maintain good corporate governance, the Non-executive Directors assume responsibility for
determining and reviewing compensation arrangements for the Executive Directors of the Group. The
Executive Directors in turn are responsible for determining and reviewing the compensation arrangements
for the Non-executive Directors.
The assessment considers the appropriateness of the nature and amount of remuneration of KMPs on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit from the retention of a high-quality Board and executive team.
Independent external advice is sought from remuneration consultants when required, however no advice has
been sought during the year ended 30 June 2024. The Corporate Governance Statement provides further
information on the Company’s remuneration governance.
Remuneration structure
In accordance with best practice corporate governance, the structure of Non-executive Director and Executive
Director’s remuneration is separate and distinct.
A. Non-executive Directors’ remuneration
Objective
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract
and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
Structure
The Board policy is to remunerate non-executive directors at commercial market rates for comparable
companies for their time, commitment, and responsibilities.
On appointment to the Board, all non-executive directors sign a letter of appointment. The letter summarises
the Board policies and terms including remuneration, relevant to the office of director.
The constitution and the ASX Listing rules specify that the aggregate remuneration of non-executive directors
shall be determined from time to time by shareholders at general meeting.
Non-executive directors receive a fixed fee inclusive of superannuation contributions. Fees for non-executive
directors are not linked to the performance of the Group. Subject to approval by shareholders, Non-executive
directors’ remuneration may also include an incentive portion consisting of Options and Performance Rights,
which are granted for the same reasons and objectives and on the same terms as Options granted to Executive
Directors as outlined in Section B below. To this end Non-executive Directors are also entitled to participate
in Galileo’s Long Term Incentive Plan (LTI Plan).
The remuneration of Non-executive Directors for the year ended 30 June 2024 is detailed in the table in
Section C of this Report.
B. Executive Directors’ remuneration
Objective
The Group aims to reward Executive Directors with a level and mix of remuneration commensurate with their
position and responsibilities within the Group and so as to:
-
Align the interests of Executive Directors with those of shareholders.
-
Link rewards with the strategic goals and performance of the Group
-
Ensure total remuneration is competitive by market standards.
Structure
In determining the level of remuneration paid to Executive Directors, the Board considers the activities of the
Group and available benchmarks.
An employment contract has been entered into with the Executive Director of Galileo. Details of this contract
are provided in Section C of this Report.
26
GALILEO MINING LTD
ABN 70 104 114 132
Remuneration consists of the following key elements:
-
Fixed remuneration
-
Variable Remuneration
The proportion of fixed remuneration and variable remuneration is established for the Executive Director by
the Board. The table in Section B of this Report details the fixed and variable components (%) of the Executive
Directors of Galileo.
Fixed Remuneration
The level of fixed remuneration is set as a cash salary plus superannuation contributions so as to provide a
base level of remuneration which is both appropriate to the position and is competitive in the market.
Variable remuneration
Cash bonus
The Non-Executive Directors considered internal benchmarking of remuneration within the resource industry
as part of its annual review of Mr Underwood’s 2024 remuneration pursuant to his employment contract and
determined that a one-off cash bonus of $75,000 (plus superannuation of $8,250) was deserved due to his
performance over the previous 12 months including:
•
negotiation and completion of the Mineral Resources’ Lithium JVA transaction which delivers a total of
$7.5 million in cash funding without any shareholder dilution; adds a substantial lithium exploration
program to the Norseman project at no cost to the Company; and does not impede on the Company’s
own exploration programs for additional Callisto style palladium-nickel-copper deposits or any other
non-lithium deposits; and
•
the delivery of the maiden JORC compliant Callisto Mineral Resource Estimate being the first deposit
type of its kind to be discovered in Australia.
Long Term Incentives (LTI) grants to executives are delivered in the form of Options or Performance Rights
The table in this section provides details of Options or Performance Rights granted and the value of equity
instruments granted, exercised, and lapsed during the year.
Relationship between remuneration and the Group’s performance
As the Group is a listed exploration Group, measuring performance is difficult. The most meaningful measure
of internal performance is on goals that have an exploration focus.
In considering the Group’s performance and benefits for shareholder wealth, the Board has regard to the
following indices in respect of the current financial year and the previous financial years:
2024
2023
2022
Net Profit/(Loss)
3,374,077
(1,533,057)
(1,190,216)
Share price (as at year end)
$0.205
$0.56
$1.30
27
GALILEO MINING LTD
ABN 70 104 114 132
Remuneration Details
Details of the nature and amount of each element of the remuneration of each KMP of the Group are shown
in the table below:
Short-term
benefits(2)
Long-
term
benefits
Post
employment
Share-based
payments(1)
Salary &
fees
Cash
bonuses
Non
monetary
benefits
Long
Service
Leave
Super-
annuation
Options
Perfor-
mance
Rights
Total
Perform
-ance
Related
$
$
$
$
$
$
$
%
Brad Underwood (Managing Director) – appointed 13 September 2017
2024
420,000
75,000
(4,135)
7,976
54,450
-
353,190
906,481
39.0
2023
420,000
15,179
12,719
44,100
-
271,165
763,163
35.5
Noel O’Brien (Non-Executive Director) – appointed 6 February 2018
2024
49,324
-
-
-
5,426
-
42,046
96,796
43.4
2023
49,548
-
-
-
5,202
-
32,281
87,031
37.1
Cecilia Camarri (Non-Executive Director) – appointed 7 June 2022
2024
49,324
-
-
-
5,426
-
42,046
96,796
43.4
2023
48,722
-
-
-
5,116
-
32,281
86,119
37.5
Mathew Whyte (3) (Non-Executive Director) – appointed 26 December 2019
2024
212,624
-
-
-
5,426
-
163,140
381,190
42.8
2023
208,248
-
-
-
5,202
-
125,252
338,702
37.0
Total 2024
731,272
75,000
(4,135)
7,976
70,728
-
600,422
1,481,263
40.5
Total 2023
726,518
-
15,179
12,719
59,620
-
460,979
1,275,015
36.2
(1) Amounts recognised as Share Based Payments represent:
Performance Rights – Performance Rights only vest and become exercisable when the 5-day volume weighted average market price of
Galileo’s quoted shares first exceeds $3.60 per share. The fair value of Performance Rights shown in the table is calculated at the date of
grant and recognised over the vesting period. The fair value is not related to or indicative of the benefit (if any) that the individual may
actually receive.
The expensed non-cash fair value of performance rights issued during FY 2023 free of charge (Refer Note 21(b)). Each Performance
Right entitles the holder to subscribe for one (1) fully paid ordinary share in the Company based on achieving vesting conditions at a nil
exercise price.
The terms and conditions including the service and performance criteria that must be met are as follows: -
(a)
Subject to the below paragraphs (b) and (c), each Performance Right will only vest and become exercisable when the 5-day volume
weighted average market price (as defined in the ASX Listing Rules) of the Company’s quoted Shares first exceeds $3.60 per Share
(Vesting Condition).
(b)
Each Performance Right will automatically be cancelled and will be redeemed by the Company for nil consideration if employment
with the Company is terminated for any reason before the Vesting Condition is met.
(c)
If a Good Leaver (as defined in the Galileo Mining Ltd Employee Incentive Plan) and the Vesting Condition has been satisfied at the
date of termination the Performance Rights may be exercised within 90 Days of termination of employment or contracting (as
applicable) with the Company. If a Bad Leaver* and the Vesting Condition has been satisfied at the date of termination the
Performance Rights will terminate.
(2) Amounts recognised as short-term benefits include:
Cash bonus -The Non-Executive Directors considered internal benchmarking of remuneration within the resource industry as part of its
annual review of Mr Underwood’s 2024 remuneration pursuant to his employment contract and determined that a one-off cash bonus
of $75,000 (plus superannuation of $8,250) was deserved due to his performance over the previous 12 months including:
•
negotiation and completion of the Mineral Resources’ Lithium JVA transaction which delivers a total of $7.5 million in cash funding
without any shareholder dilution; adds a substantial lithium exploration program to the Norseman project at no cost to the
Company; and does not impede on the Company’s own exploration programs for additional Callisto style palladium-nickel-copper
deposits or any other non-lithium deposits; and
•
the delivery of the maiden JORC compliant Callisto Mineral Resource Estimate being the first deposit type of its kind to be
discovered in Australia.
(3) Mathew Whyte provided company secretarial services through his controlled entity Whypro Corporate Services ABN 53 844 654 790.
Payments for company secretarial services during FY 2024 totaled $163,300 (excluding GST) (2023: $158,700). Mr Whyte also received
a Non-executive director fee of $49,324 (plus superannuation of $5,426) (2023: $49,548 (plus superannuation $5,202)).
28
GALILEO MINING LTD
ABN 70 104 114 132
Unlisted Options Issued to KMP
No options were issued to KMP during, or since the end of, the current financial year ended 30 June 2024
and 30 June 2023.
Performance Rights Issued to KMP
No Performance rights were issued to KMP during, or since the end of, the current financial year ended 30
June 2024.
Performance Rights of key management personnel (unlisted options)
KMP
Balance at
beginning
of the year
Performance
Rights
Granted
Performance
Rights
expired
Net
change
other
Balance at
end of the
year
Vested at end of year
Exercisable
Not
exercisable
2024
B Underwood
1,162,076
-
-
-
1,162,076
-
1,162,076
N O’Brien
138,342
-
-
-
138,342
-
138,342
C Camarri
138,342
-
-
-
138,342
-
138,342
M Whyte
536,768
-
-
-
536,768
-
536,768
Total
1,975,528
-
-
-
1,975,528
-
1,975,528
KMP
Balance at
beginning
of the year
Performance
Rights
Granted
Performance
Rights
expired
Net
change
other
Balance at
end of the
year
Vested at end of year
Exercisable
Not
exercisable
2023
B Underwood
-
1,162,076
-
-
1,162,076
-
1,162,076
N O’Brien
-
138,342
-
-
138,342
-
138,342
C Camarri
-
138,342
-
-
138,342
-
138,342
M Whyte
600,000
536,768
-
(600,000)
536,768
-
536,768
Total
600,000
1,975,528
-
(600,000)
1,975,528
-
1,975,528
Shareholdings of key management personnel (ordinary shares)
KMP
Balance at
beginning of the
year
Granted as
remuneration
Exercised
Options/
Performance
Rights
Net change
other
Balance at end
of the year
2024
B Underwood
8,619,244
-
-
-
8,619,244
N O’Brien
2,429,811
-
-
-
2,429,811
C Camarri
9,739
-
-
-
9,739
M Whyte
350,000
-
-
-
350,000
Total
11,408,794
-
-
-
11,408,794
29
GALILEO MINING LTD
ABN 70 104 114 132
KMP
Balance at
beginning of the
year
Granted as
remuneration
Exercise
Options*
Net change
other
Balance at end
of the year
2023
B Underwood
8,619,244
-
-
-
8,619,244
N O’Brien
2,429,811
-
-
-
2,429,811
C Camarri
-
-
-
9,739
9,739
M Whyte
200,000
-
600,000
(450,000)
350,000
Total
11,249,055
-
600,000
(440,261)
11,408,794
C. Service Agreements
Mr Brad Underwood – Managing Director and Chairman
Terms of Agreement – commenced as Managing Director on 6 February 2018, no fixed term, until
terminated by either party.
-
Termination – 3 months by Mr Underwood and 6 months by Galileo.
- Salary: Fixed remuneration of $420,000 per annum plus superannuation commencing from 1/7/2022
pursuant to a deed of variation dated 21 July 2022.
D. Loans to key management personnel
There were no loans to key management personal during the financial year or the previous financial year.
E. Other KMP transactions
1. Whypro Corporate Services a business of which Mathew Whyte is principal, provided company
secretarial, corporate administration and CFO services to the Company totalling $163,300
(excluding GST) (30 June 2023: $158,700). As at 30 June 2024, $15,180 was payable to Whypro
Corporate Services.
End of Remuneration Report
SHARE OPTIONS
At the date of this report the unissued ordinary shares of the Company under option are as follows:
Grant Date
Date of Expiry
Exercise Price
Number under
Option
26 Oct 23
18 Oct 24
$1.20
1,000,000
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company
or any related body corporate or in the issue of any other registered scheme.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to any court pursuant to section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company or 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. The
Company was not a party to any such proceedings during the year.
30
GALILEO MINING LTD
ABN 70 104 114 132
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Company has entered into a deed of indemnity with all existing directors and officers. Under the deed
the Company has undertaken, subject to the restrictions in the Corporations Act, to indemnify all existing
directors in certain circumstances whilst a director or officer and for 7 years after they have ceased to be a
director or officer.
During the year, the Company paid a premium to insure officers of the Group. The officers of the Group
covered by the insurance policy include all directors and the company secretary.
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 the Company, and any other payments arising
from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities
arise out of 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 to cause detriment to the
Group.
Details of the amount of the premium paid in respect of the insurance policies is not disclosed as such
disclosure is prohibited under the terms of the contract.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted
by law, indemnified or agreed to indemnify any current or former officer or auditor of the Group against a
liability incurred as such by an officer.
AUDIT COMMITTEE
The Group established a combined Audit and Risk Committee in March 2023.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The Auditor’s Independence Declaration immediately follows this Report and forms part of this Report. The
Directors are satisfied as to the independence of the auditors.
During the financial year the entity’s auditor, HLB Mann Judd, did not provide other non-audit services (2023:
$Nil) (refer to note 22).
Signed in accordance with a resolution of directors.
For and on Behalf of the Board of Directors
Mr Brad Underwood
Managing Director
Perth, 19 September 2024
31
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Galileo Mining Limited for the
year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
19 September 2024
D I Buckley
Partner
32
GALILEO MINING LTD
ABN 70 104 114 132
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Notes
30 June 2024
$
30 June 2023
$
Other income
Employee benefits and director fees expense
Consulting fees
Share-based payment expense
Depreciation expense
Exploration & evaluation expense
Legal and audit expenses
Other expenses
3
5,493,780
(272,164)
(466,963)
(819,028)
(82,235)
-
(87,075)
(392,238)
562,285
(346,526)
(378,540)
(598,463)
(68,210)
(11,513)
(67,621)
(624,469)
Profit/(loss) before income tax expense
3,374,077
(1,533,057)
Income tax expense
4
-
-
Net profit/(loss) after income tax
3,374,077
(1,533,057)
Items that will not be reclassified subsequently to
profit or loss
Gain/(loss) on revaluation of equity instruments
to fair value
(72,909)
120,000
Total comprehensive profit/(loss) for the year
3,301,168
(1,413,057)
Profit/(loss) per share (cents per share)
Basic profit/(loss) per share for the year
Diluted profit/(loss) per share for the year
5
5
2024
¢
1.71
1.71
2023
¢
(0.78)
(0.78)
The above Consolidated Statement of Comprehensive Income is to be read in conjunction with the Notes to the
Consolidated Financial Statements.
33
GALILEO MINING LTD
ABN 70 104 114 132
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Notes
30 June 2024
$
30 June 2023
$
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Other
18a
6
7a
13,617,755
40,625
65,624
14,456,650
339,561
42,198
Total Current Assets
13,724,004
14,838,409
Non-Current Assets
Property, plant and equipment
Right-of-use assets
Exploration and evaluation expenditure
Financial assets at fair value through other
comprehensive income
Other assets
8
9
10
11
7b
35,632
-
34,484,433
-
23,918
59,690
53,318
29,416,521
320,000
26,071
Total Non-Current Assets
34,543,983
29,875,600
TOTAL ASSETS
48,267,987
44,714,009
LIABILITIES
Current Liabilities
Trade and other payables
Lease liabilities
Other liabilities
12
13
14a
674,900
-
112,540
1,193,583
55,049
119,306
Total Current Liabilities
787,440
1,367,938
Non-Current Liabilities
Other liabilities
14b
83,780
69,500
Total Non-Current Liabilities
83,780
69,500
TOTAL LIABILITIES
871,220
1,437,438
NET ASSETS
47,396,767
43,276,571
EQUITY
Issued capital
Reserves
Accumulated losses
15
16a
17
48,218,600
1,789,951
(2,611,784)
48,218,600
1,357,293
(6,299,322)
TOTAL EQUITY
47,396,767
43,276,571
The above Consolidated Statement of Financial Position is to be read in conjunction with the Notes to the Consolidated
Financial Statements.
34
GALILEO MINING LTD
ABN 70 104 114 132
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Issued
capital
Share based
payment
reserve
Financial
assets at fair
value through
OCI Reserve
Accumulated
losses
Total
$
$
$
$
$
As at 1 July 2023
48,218,600
1,237,293
120,000
(6,299,322)
43,276,571
Profit for the year
-
-
-
3,374,077
3,374,077
Other comprehensive loss
-
-
(72,909)
-
(72,909)
Total comprehensive profit/(loss) for the
year
-
-
(72,909)
3,374,077
3,301,168
Share based payments
-
819,028
-
-
819,028
Transfer of sold financial assets from
reserve
-
-
(47,091)
47,091
-
Transfer of expired options from reserve
-
(266,370)
-
266,370
-
As at 30 June 2024
48,218,600
1,789,951
-
(2,611,784)
47,396,767
As at 1 July 2022
28,864,590
936,417
-
(5,451,387)
24,349,620
Loss for the year
-
-
-
(1,533,057)
(1,533,057)
Other comprehensive income
-
-
120,000
-
120,000
Total comprehensive profit/(loss) for the
year
-
-
120,000
(1,533,057)
(1,413,057)
Issue of shares
20,512,668
-
-
-
20,512,668
Transaction costs of share issue
(1,158,658)
-
-
-
(1,158,658)
Share based payments
-
985,998
-
-
985,998
Transfer of exercised performance rights
from reserve
-
(421,716)
-
421,716
-
Transfer of expired options from reserve
-
(263,406)
-
263,406
-
As at 30 June 2023
48,218,600
1,237,293
120,000
(6,299,322)
43,276,571
The above Consolidated Statement of Changes in Equity is to be read in conjunction with the Notes to the Consolidated
Financial Statements.
35
GALILEO MINING LTD
ABN 70 104 114 132
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
Notes
Cash Flow from Operating Activities
30 June 2024
$
30 June 2023
$
Payments to suppliers and employees
(1,172,256)
(1,377,471)
Exploration and evaluation (expenditure)/refund
-
(11,513)
Interest received
507,785
508,394
GST received/(paid)
642,478
(185,861)
Interest paid
(1,665)
(5,163)
Net cash used in operating activities
18b
(23,658)
(1,071,614)
Cash Flow from Investing Activities
Payments for exploration and evaluation expenditure
(5,948,042)
(10,909,448)
Payments for property, plant and equipment
(4,859)
(68,684)
Payment for purchase of tenements
(22,254)
-
Payment to acquire investments
-
(200,000)
Proceeds from sale of investment
247,090
-
Proceeds from sale of tenement rights
5,000,000
-
Security deposit receipt/(paid)
(32,123)
1,565
Net cash used in investing activities
(760,188)
(11,176,567)
Cash Flow from Financing Activities
Proceeds from issue of shares
-
20,400,010
Proceeds from exercise of options
-
112,667
Share issue costs
-
(771,132)
Lease payments
(55,049)
(56,707)
Net cash provided by financing activities
(55,049)
19,684,838
Net (decrease)/increase in cash held
(838,895)
7,436,657
Cash at the beginning of the year
14,456,650
7,019,993
Cash at the end of the year
18a
13,617,755
14,456,650
The above Consolidated Statement of Cash Flows is to be read in conjunction with the Notes to the Consolidated Financial
Statements.
GALILEO MINING LTD
ABN 70 104 114 132
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1. CORPORATE INFORMATION
The financial report of Galileo Mining Ltd for the year ended 30 June 2024 was authorised for issue in accordance
with a resolution of directors on 19 September 2024.
Galileo Mining Ltd is a company limited by shares incorporated in Australia whose shares are publicly traded on
the Australian Securities Exchange.
The address of the registered office is 945 Wellington Street, West Perth WA 6005.
The Group’s principal activity during the year was mineral exploration. Major exploration activities during the
period are outlined in the Review of Operations as contained in the Directors’ Report.
2.
MATERIAL ACCOUNTING POLICIES INFORMATION
(a) Basis of preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared
on a historical cost basis, except as otherwise disclosed.
For the purpose of preparing the consolidated financial statements, the Group is a for-profit entity.
The financial report is presented in Australian dollars and the accounting policies below have been
consistently applied to all of the years presented unless otherwise stated. The financial report is for the Group
consisting of Galileo Mining Ltd and its subsidiaries.
(b) Basis of consolidation
The consolidated financial statements comprise the financial statements of Galileo Mining Ltd (Galileo) and
its subsidiaries as at 30 June 2024 (the Group).
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with
the investee and has the ability to affect those returns through its power over the investee. Specifically, the
Group controls an investee if and only if the Group has:
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities
of the investee);
•
Exposure, or rights, to variable returns from its involvement with the investee; and
•
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:
•
The contractual arrangement with the other vote holders of the investee:
•
Rights arising from other contractual arrangements; and
•
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the
Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
statement of comprehensive income from the date the Group gains control until the date the Group ceases
to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group
assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of
the Group are eliminated in full on consolidation.
GALILEO MINING LTD
ABN 70 104 114 132
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it:
•
De-recognises the assets (including goodwill) and liabilities of the subsidiary
•
De-recognises the carrying amount of any non-controlling interests
•
De-recognises the cumulative translation differences recorded in equity
•
Recognises the fair value of the consideration received
•
Recognises the fair value of any investment retained
•
Recognises any surplus or deficit in profit or loss
•
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained
earnings, as appropriate, as would be required if the Group had directly disposed of the related assets
or liabilities
Business combinations are accounted for using the acquisition method.
(c) Compliance with IFRS
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
compromising the financial statements and notes thereto, complies with International Financial Reporting
Standards.
(d) New Accounting Standards and Interpretations
Standards and Interpretations applicable to 30 June 2024
In the period ended 30 June 2024, the Directors have reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant to the Group and effective for the current reporting
period. As a result of this review the Directors have determined that there is no material impact on the
Group’s accounting policies.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all of the new and revised Standards and Interpretations in issue not yet
adopted as at 30 June 2024. As a result of this review the Directors have determined that there is no material
impact of the Standards and Interpretations in issue not yet adopted on the Group.
(e)
Exploration and evaluation expenditure
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:
-
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 amortisation of assets used in exploration and evaluation activities. General and
administrative costs are only included in the measurement of exploration and evaluation costs where 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
GALILEO MINING LTD
ABN 70 104 114 132
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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.
(f)
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected
to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after
the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12
months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
(g) Contributed equity
Ordinary share capital is recognised at the fair value of the consideration received by the Group.
Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction
of the share proceeds received.
(h) Share-based payment transactions
The Group provides benefits to employees (including directors and executives) of the Group and to third
parties in the form of share-based payment transactions, whereby employees and third parties render services
in exchange for shares or rights over shares (‘equity-settled transactions’).
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 using an appropriate option pricing model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Galileo Mining Ltd (‘market conditions’).
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 awards 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.
Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards
vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest
irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied.
GALILEO MINING LTD
ABN 70 104 114 132
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms
had not been modified. In addition, an expense is recognised for any modification that increases the total fair
value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at
the date of modification.
If an equity-settled award is cancelled, other than forfeiture, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new
award is substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original award, as
described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation
of earnings/loss per share.
For equity-settled share-based payment transactions, the entity shall measure the goods or services received,
and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless
that fair value cannot be estimated reliably, If the entity cannot estimate reliably the fair value of the goods
or services received, the entity shall measure their value, and the corresponding increase in equity, indirectly
by reference to the fair value of the equity instruments granted.
(i)
Significant Accounting Judgements, Estimates and Assumptions
The carrying amounts of certain assets and liabilities are often determined based on estimates and
assumptions of future events. The key estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of certain assets and liabilities with the next annual reporting
period are:
(i) Capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number
of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
Factors which could impact the future recoverability include the level of proved, probable and inferred
mineral resources, future technological changes which could impact the cost of mining, future legal
changes (including changes to environmental restoration obligations) and changes to commodity prices.
To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable
in the future, this will reduce profits and net assets in the period in which this determination is made.
In addition, exploration and evaluation expenditure, other than acquisition costs, is expensed as incurred.
Acquisition costs in relation to mineral tenements are capitalised and carried forward provided the rights
to tenure of the area of the interest are current and such costs are expected to be recouped through
successful development, or by sale, or where exploration and evaluation activities have not, at balance
date, reached a stage to allow a reasonable assessment regarding the existence of economically
recoverable reserves.
(ii) Share-based payment transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
by using either the Trinomial or Black-Scholes model taking into account the terms and conditions upon
which the instruments were granted. The accounting estimates and assumptions relating to equity-
settled share-based payments would have no impact on the carrying amounts of assets and liabilities
within the next annual reporting period but may impact profit or loss and equity. Refer to note 21 for
further information.
GALILEO MINING LTD
ABN 70 104 114 132
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
3. OTHER INCOME
Income from sale of Rights
Interest revenue
Other income
5,000,000
492,480
1,300
-
562,285
-
Total other income
5,493,780
562,285
In June 2024, Galileo completed a Lithium farm-in and joint venture agreement with a wholly owned subsidiary
of Mineral Resources (ASX: MIN) (MinRes) (Lithium JVA) for the sale of a 30% interest in all lithium rights held by
Galileo on the Norseman JVA tenement package for total A$7.5 million cash consideration.
MinRes and Galileo have formed a 30% / 70% unincorporated joint venture for the exploration and, if deemed
warranted mining of, lithium on the Norseman JVA tenements. MinRes can increase its stake to 55% by sole
funding an additional $15 million (earn-in obligation) of exploration expenditure on the Tenements over the 4
years up to June 2028 (earn-in period). The Callisto PGE-nickel deposit, on M63/671, is not a part of the
exploration JV agreement.
During the earn-in period, until MinRes satisfies the earn-in obligation, MinRes is deemed to hold 50.1% of the
percentage share for the purposes of votes on the JV management committee. If MinRes does not satisfy the
earn-in obligation within the earn-in period, the JV will continue on the basis of MinRes holding 30% and Galileo
holding 70% share; and Galileo will become the manager of the JV management committee.
MinRes has the further ability to elect to increase its stake to 70% by sole funding expenditure through to a
Decision to Mine. Upon MinRes earning a 70% interest, Galileo must elect to either remain in Joint Venture and
contribute to Development Costs or convert its interest into a royalty.
2024
2023
$
$
4. INCOME TAX EXPENSE
a)
Tax Expense
Current tax expense
Deferred tax expense
-
-
-
-
Total income tax expense
-
-
b) Numerical reconciliation between tax expense and pre-tax net
loss
Net Profit/(Loss) from operations before income tax expense
3,374,077
(1,533,057)
Corporate tax rate applicable
Income tax benefit on above at applicable corporate rate
30%
1,012,223
30%
(459,917)
Increase in income tax due to tax effect of:
Non-deductible expenses
Other assessable income
Current year tax losses not recognised
Decrease in income tax expense due to:
Unused tax losses and temporary differences recognised
Deductible capital raising costs
246,928
13,349
-
(1,151,181)
(121,319)
179,539
-
402,009
-
(121,630)
Income tax expense / (benefit)
-
-
GALILEO MINING LTD
ABN 70 104 114 132
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
Deferred tax assets and liabilities
c)
Recognised deferred tax assets and liabilities
30%
30%
Deferred tax assets
Other provisions & accruals
Employee provisions
Tax losses
Other
12,233
58,896
9,932,538
1,136
10,481
56,642
8,493,701
2,223
10,004,803
8,563,047
Set-off of deferred tax liabilities
(10,004,803)
(8,563,047)
Net deferred tax assets
-
-
Deferred tax liabilities
Exploration and evaluation assets
Unearned income
Prepayments
(9,991,961)
(12,188)
(654)
(8,546,268)
(16,779)
-
Gross deferred tax liabilities
(10,004,803)
(8,563,047)
Set-off of deferred tax assets
10,004,803
8,563,047
Net deferred tax liabilities
-
-
d) Unused tax losses and temporary differences for which no
deferred tax asset has been recognised
Deferred tax assets have not been recognised in respect of the
following using corporate tax rates of:
Deductible temporary difference
Tax Revenue Losses
30%
285,901
963,341
30%
407,221
2,061,549
Total Unrecognised deferred tax assets
1,249,242
2,468,770
The corporate tax rates on both recognised and unrecognised deferred tax assets and deferred tax liabilities have
been calculated with respect to the tax rate that is expected to apply in the year the deferred tax asset is realised
or the liability is settled.
GALILEO MINING LTD
ABN 70 104 114 132
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
5. LOSS PER SHARE
Profit/ (Loss) per share (cents per share)
Basic profit/(loss) per share for the year
Diluted profit/(loss) per share for the year
2024
¢
1.71
1.71
2023
¢
(0.78)
(0.78)
The following reflects the loss used in the basic and diluted loss per share computations.
2024
2023
$
$
(a) Profit/(loss) used in calculating loss per share
For basic and diluted loss per share:
Net profit/(loss) for the year attributable to ordinary shareholders of
the parent
3,374,077
(1,533,057)
As the Group generated losses for the financial year ended 30 June 2023, all potential ordinary shares on issue will
not have a dilutionary effect and therefore no calculation of diluted earnings per share performed.
2024
Number
2023
Number
(b) Weighted average number of shares
For basic and diluted loss per share:
Weighted average number of ordinary shares
197,624,927
196,828,397
The Performance rights and Options on issue do not make a material difference to the earnings per share
calculation.
2024
2023
$
$
6. TRADE AND OTHER RECEIVABLES
Current
Other debtors
Accrued interest
Net GST receivable
-
40,625
-
69
55,930
283,562
40,625
339,561
GALILEO MINING LTD
ABN 70 104 114 132
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
7. OTHER ASSETS
(a) Current
Cash deposited as security bond
Prepayments
35,116
30,508
840
41,358
65,624
42,198
(b) Non-current
Cash deposited for rental bond
23,918
26,071
23,918
26,071
2024
2023
$
$
8. PROPERTY, PLANT AND EQUIPMENT
At cost
Accumulated depreciation
111,558
(75,926)
106,699
(47,009)
Net carrying amount
35,632
59,690
Reconciliation
Reconciliation of the carrying amount of office furniture and
equipment at the beginning and end of the current financial year.
Office furniture and equipment
At 1 July net of accumulated depreciation
Acquisitions
Depreciation charge for the year
4,754
4,859
(3,768)
931
5,810
(1,987)
At 30 June net of accumulated depreciation
5,845
4,754
Field equipment
At 1 July net of accumulated depreciation
Acquisitions
Depreciation charge for the year
54,936
-
(25,149)
121
62,873
(8,058)
At 30 June net of accumulated depreciation
29,787
54,936
Total
35,632
59,690
GALILEO MINING LTD
ABN 70 104 114 132
44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
9. RIGHT-OF-USE ASSETS
At cost
Accumulated depreciation
-
-
334,104
(280,786)
Net carrying amount
-
53,318
Reconciliation
Reconciliation of the carrying amount of right-of-use assets at the
beginning and end of the current financial year.
Right-of-use assets (office lease)
At 1 July net of accumulated depreciation
Depreciation charge for the year
53,318
(53,318)
111,483
(58,165)
At 30 June net of accumulated depreciation
-
53,318
2024
2023
$
$
10. EXPLORATION AND EVALUATION EXPENDITURE
Costs carried forward in respect of:
Exploration and evaluation phase – at cost
34,484,433
29,416,521
Reconciliation
Opening balance
29,416,521
17,718,791
Acquisition of tenements
Incurred during the year
22,254
5,045,658
-
11,697,730
Total exploration and evaluation expenditure
34,484,433
29,416,521
The ultimate recoupment of the Group’s deferred mining tenements and exploration expenditure carried forward
in respect of areas of interest still in the exploration and/or evaluation phases is dependent on successful
development and commercial exploitation or, alternatively, sale of the respective areas.
2024
2023
$
$
11. NON-CURRENT ASSETS – FINANCIAL ASSETS AT FAIR VALUE
THROUGH OTHER COMPREHENSIVE INCOME
Listed ordinary shares
-
320,000
Movement in financial assets at fair value through OCI
Balance at the beginning of the financial year
Additions
Revaluation
Less fair value at date of sale
320,000
-
(72,909)
(247,091)
-
200,000
120,000
-
Balance at the end of the financial year
-
320,000
GALILEO MINING LTD
ABN 70 104 114 132
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
12. TRADE AND OTHER PAYABLES
Current
Trade creditors
212,003
1,083,533
Other creditors
103,981
110,050
Net GST payable
358,916
-
674,900
1,193,583
Trade and other payables are non-interest bearing and are normally settled on 30-day terms. Due to the short-
term nature of these payables, their carrying value is assumed to approximate their fair value.
2024
2023
$
$
13. LEASE LIABILITIES
Current
Lease Liabilities
-
55,049
14. OTHER LIABILITIES
(a) Current
Annual Leave
112,540
119,306
(b) Non-current
Long Service Leave provision
83,780
69,500
15. ISSUED CAPITAL
(a) Ordinary shares
48,218,600
48,218,600
Movements of ordinary shares
2024
2023
Number
$
Number
$
Shares on issue
Beginning of financial year
197,624,927
48,218,600
178,808,260
28,864,590
Add shares issued
- Placement
-
-
17,000,000
20,400,000
- Options Exercised (net of costs)
-
-
216,667
111,212
- Performance Rights Exercised
-
-
1,600,000
-
Less options issue costs
-
-
-
(387,525)
Less capital raising costs
-
-
-
(769,677)
As at the end of the financial year
197,624,927
48,218,600
197,624,927
48,218,600
GALILEO MINING LTD
ABN 70 104 114 132
46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(b) Terms & conditions of issued capital
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company,
to participate in the proceeds from the sale of the surplus assets in proportion to the number of and amounts
paid up on shares held.
(c) Options
Unlisted options
The Company had the following unlisted options on issue at balance date:
- 974,615 options exercisable at $2.40 which expired on 14 July 2024
- 1,000,000 options exercisable at $1.20 expiring on 18 October 2024
Each option entitles the holder to subscribe (in cash) for one Share in the capital of the Company. Each Share
allotted as a result of the exercise of any Option will rank in all respect pari passu with the existing Shares in
the capital of the Company on issue at the date of allotment. Options not exercised shall automatically expire
on the expiry date.
Performance Rights
The Company has 2,500,000 performance rights on issue at balance date, expiring on 22 September 2025.
Performance Rights were issued free of charge. Each Performance Right entitles the holder to subscribe for one
(1) fully paid ordinary share in the Company based on achieving vesting conditions at a nil exercise price.
The terms and conditions including the service and performance criteria that must be met are as follows: -
(a)
Subject to the below paragraphs (b) and (c), each Performance Right will only vest and become exercisable
when the 5-day volume weighted average market price (as defined in the ASX Listing Rules) of the
Company’s quoted Shares first exceeds $3.60 per Share (Vesting Condition).
(b)
Each Performance Right will automatically be cancelled and will be redeemed by the Company for nil
consideration if employment with the Company is terminated for any reason before the Vesting Condition
is met.
(c)
If a Good Leaver* and the Vesting Condition has been satisfied at the date of termination the Performance
Rights may be exercised within 90 Days of termination of employment or contracting (as applicable) with
the Company. If a Bad Leaver* and the Vesting Condition has been satisfied at the date of termination
the Performance Rights will terminate.
*As defined in the Galileo Mining Ltd Employee Incentive Plan refer to:
http://www.galileomining.com.au/about-us/corporate-governance/
Each Performance Right, issued for nil consideration, entitles the participant to acquire one (1) fully paid
ordinary share, by way of issue of new Shares or transfer of existing Shares.
All Performance Rights that have not vested by the expiry date will automatically lapse and be forfeited.
GALILEO MINING LTD
ABN 70 104 114 132
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
16. RESERVES
(a) Share-based payment reserve
1,789,951
1,237,293
Movement in share-based payment reserve
Balance at the beginning of the financial year
Share-based payments during the year
Transfer of previously expensed options on exercise to accumulated
losses
Transfer of previously expensed performance rights to accumulated
losses
Transfer of cancelled options
1,237,293
819,028
-
-
(266,370)
936,417
985,998
(25,276)
(396,440)
(263,406)
Balance at the end of the financial year
1,789,951
1,237,293
Share-based payment reserve records the value of shares, share options and performance rights issued to
Galileo’s employees or others. Refer to Note 21 for further details.
2024
2023
$
$
(b) Financial assets at fair value through other comprehensive
income reserve
-
120,000
Movement in financial assets at fair value through OCI
Balance at the beginning of the financial year
Fair value movement
Transfer reserve balance of financial assets sold to retained earnings
120,000
(72,909)
(47,091)
-
120,000
-
Balance at the end of the financial year
-
120,000
Financial assets at fair value through other comprehensive income reserve is used to recognise increments
and decrements in the fair value of financial assets at fair value through other comprehensive income.
2024
2023
$
$
17. ACCUMULATED LOSSES
Accumulated losses
(2,611,784)
(6,299,322)
Movement in accumulated losses:
Balance at the beginning of the financial year
Transfer from share-based payment reserve
Transfer from financial asset at fair value through OCI reserve
Net profit/(loss) for the year
(6,299,322)
266,370
47,091
3,374,077
(5,451,387)
685,122
-
(1,533,057)
Balance at the end of the financial year
(2,611,784)
(6,299,322)
GALILEO MINING LTD
ABN 70 104 114 132
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2024
2023
$
$
18. STATEMENT OF CASH FLOWS
(a) Reconciliation of cash
Cash at bank and on hand
Short term deposits
6,117,755
7,500,000
133,014
14,323,636
Total cash and cash equivalents
13,617,755
14,456,650
(b) Reconciliation of net loss after tax to net
cash flows from operations:
Profit/(Loss) from ordinary activities after income tax
Adjustments for:
Depreciation
Employee share-based payment
Profit from sale of exploration right classified as investing
Exploration classified as investing
Changes in assets and liabilities:
Increase/(Decrease) in payables
Increase in provisions
(Increase)/Decrease in receivables
(Increase)/Decrease in prepayments
3,374,077
82,235
819,028
(5,000,000)
(985)
25,772
7,514
657,852
10,849
(1,533,057)
68,210
598,463
-
-
(6,547)
56,920
(239,751)
(15,852)
Net cash used in operating activities
(23,658)
(1,071,614)
2024
2023
$
$
(c) Changes in liabilities arising from financing activities
Opening balance
Net cash used in financing activities
55,049
(55,049)
111,756
(56,707)
Closing balance
-
55,049
(d) Non-cash financing & investing activities:
During the year the Company issued 1,000,000 unlisted options exercisable at $1.20 and expiring 26
October 2024 to Inyati Capital for corporate advisory fee at a value of $59,202.
During the 2023 year the Company issued 974,615 unlisted options exercisable at $2.40 and expiring 14
July 2024 to Inyati Capital as part payment for capital raised at a value of $387,525.
19. RELATED PARTY TRANSACTIONS
1)
Whypro Corporate Services a business of which Mathew Whyte is principal, provided company
secretarial, corporate administration and CFO services to the Company totalling $163,300 (excluding
GST) (30 June 2024: $158,700). As at 30 June 2024, $15,180 was payable to Whypro Corporate Services.
GALILEO MINING LTD
ABN 70 104 114 132
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
20. DIRECTORS AND KEY MANAGEMENT PERSONNEL
Compensation for Executive Directors and Key Management Personnel
2024
2023
$
$
Short-term benefits
Long-term benefits
Post-employment benefits
Share-based payments
802,137
7,976
70,728
600,422
741,697
12,719
59,620
460,979
Total compensation
1,481,263
1,275,015
21. SHARE-BASED PAYMENTS
(a) Options
During the year the following options were granted to a third party, Inyati Capital, for corporate advisory fee.
A total of $59,202 was recognised as a share-based payment.
Class
Expiry date
Exercise
price
Date
granted
Number
of options
Grant date
fair value
Vesting date
Unlisted
Options
26 Oct 2024
$1.20
26 Oct 2023
1,000,000
$0.0592
26 Oct 2023
The assessed fair value of the options was determined using Black-Scholes model, taking into account the
exercise price, term of option, the share price at grant date and expected price volatility of the underlying
share, expected dividend yield and the risk-free interest rate for the term of the option. The following
assumptions were used in the estimation:
-
Risk free interest rate of 4.32%
-
Company share price at date of grant of $0.32
-
Dividend Yield of 0%
-
Expected volatility of 129.67%
-
Option exercise price of $1.20
-
Option duration of 12 months
-
Discount factor of 0%
The following table illustrates the number and weighted average exercise prices (WAEP) and movements in
share options during the year.
2024
Number
2024
WAEP
$
2023
Number
2023
WAEP
$
Outstanding at the beginning of the year
3,257,948
1.08
2,500,000
0.52
Granted during the year
1,000,000
1.20
974,615
2.40
Exercised during the year
-
-
(216,667)
0.52
Expired or Cancelled during the year
(2,283,333)
0.52
-
-
Outstanding at the end of the year
1,974,615
1.79
3,257,948
1.08
Exercisable at reporting date
1,974,615
1.79
3,257,948
1.08
The weighted average remaining contractual life of option’s outstanding at year end was 0.17 years (2023:
0.46 years).
GALILEO MINING LTD
ABN 70 104 114 132
50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
(b) Performance Rights
There were no performance rights granted during the period. An amount of $759,826 was expensed during
the period from a previous issue. The performance rights expire 22 September 2025 and had a grant date
fair value of $0.9093 per right.
Performance Rights only vest and become exercisable when the 5-day volume weighted average market price
of Galileo’s quoted shares first exceeds $3.60 per share. The fair value of Performance Rights is calculated at
the date of grant and recognised over the vesting period. The fair value is not related to or indicative of the
benefit (if any) that the individual may actually receive.
Movement of Performance Rights:
2024
2023
Number
Number
Outstanding at beginning of the year
Exercised during the year
Granted during the year
2,500,000
-
-
1,600,000
(1,600,000)
2,500,000
Outstanding at the end of the year
2,500,000
2,500,000
2024
2023
$
$
22. AUDITOR’S REMUNERATION
The auditor of Galileo Mining Ltd is
HLB Mann Judd
Amounts received or due and receivable by the auditors for:
- Auditing or reviewing accounts
37,388
34,204
37,388
34,204
The auditors received no other benefits.
23. EXPENDITURE COMMITMENTS
(a) Exploration expenditure commitments
The Group has certain obligations to perform minimum exploration work and to expend minimum amounts
of money on such work on mining tenements. These obligations may be varied from time to time subject
to approval and are expected to be fulfilled in the normal course of the operations of the Group. These
commitments have not been provided for in the financial report. Due to the nature of the Group’s
operations in exploring and evaluating areas of interest, it is difficult to accurately forecast the nature and
amount of future expenditure beyond the next year. Expenditure may be reduced by seeking exemption
from individual commitments, by relinquishing of tenure or by new joint venture arrangements. Expenditure
may be increased when new tenements are granted or joint venture agreements amended. The minimum
expenditure commitment on the tenements is shown below.
2024
2023
$
$
Not later than one year
Later than one year and less than five years
955,580
3,822,320
945,580
3,782,320
4,777,900
4,727,900
GALILEO MINING LTD
ABN 70 104 114 132
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
24. FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments comprise cash and short-term deposits, and listed shares.
The Group has various other financial assets and liabilities such as trade receivables, and trade payables, which
arise directly from its operations and other activities.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are recognised, in respect of each class of
financial asset, financial liability and equity instrument are disclosed in Notes 6, 11 and 13 to the financial
statements.
The Group manages its exposure to a variety of financial risks: market risk (interest rate risk), credit risk, price
risk and liquidity risk in accordance with specific approved Group policies.
Primary responsibility for the identification and control of financial risks rests with the Board. The Board reviews
and agrees policies for managing each of the risks identified.
The Group uses different methods to measure and manage different types of risks to which it is exposed. These
include monitoring levels of exposure to interest rate risk and assessment of market forecast for interest rate.
The Group manages credit risk by only dealing with recognized, creditworthy, third parties and liquidity risk is
monitored through the development of future rolling cash flow forecasts.
Interest rate risk
The Group’s current exposure to the risk of changes in market interest rates relate primarily to cash assets rates
and is managed by the Board approved investment policy. This policy defines maximum exposures and credit
ratings limits.
The following table summarises the impact of reasonably possible changes on interest rates for the Group at
30 June 2024. The sensitivity is based on the assumption that interest rate changes by 100 basis points with all
other variables held constant. The 100 basis points sensitivity is based on reasonably possible changes over a
financial year, using the observed range of actual historical rates for the preceding 3 year period. The analysis
is performed on the same basis for the comparative period.
The Group’s exposure to interest rate risk arises from higher or lower interest income from cash and cash
equivalents. The Parent’s main interest rate risk arises from cash and cash equivalents and other assets with
variable interest rates.
30 June 2024
$
30 June 2023
$
Financial assets
Cash and cash equivalents
13,617,755
14,456,650
Impact on profit/loss and equity
Post-tax gain/(loss)
100 bp increase
136,177
144,566
100 bp decrease
(136,177)
(144,566)
Credit risk
Credit risk arises in the event that counterparty will not meet its obligations under a financial instrument leading
to financial losses. The Group is exposed to credit risk from its operating activities and financing activities
including deposits with banks.
The credit risk control procedures adopted by the Group is to assess the credit quality of the institution with
whom funds are deposited or invested, taking into account its financial position and past experiences.
Investment limits are set in accordance with limits set by the Board of Directors based on the counterparty
credit rating. The limits are assigned to minimise concentration of risks and mitigate financial loss through
GALILEO MINING LTD
ABN 70 104 114 132
52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
potential counterparty failure. The compliance with credit limits is regularly monitored as part of day-to-day
operations. Any credit concerns are highlighted to senior management.
Credit quality of financial assets:
S&P Credit rating
AAA
A1+
A1
A2
Unrated
30 June 2024
Cash & cash equivalents ($)
-
13,617,755
-
-
-
Other Assets ($)
-
59,034
-
-
-
S&P Credit rating
AAA
A1+
A1
A2
Unrated
30 June 2023
Cash & cash equivalents ($)
-
14,456,650
-
-
-
Other Assets ($)
-
26,911
-
-
-
Alternatives for sourcing our future capital needs include the Group’s current cash position, future operating
cash flow, project debt financings and equity raisings. These alternatives are evaluated to determine the optimal
mix of capital resources for the Group’s capital needs.
Equity price risk
The Group has no material exposure to equity price risk sensitivity for financial year ended 2024.
Liquidity risk
The responsibility for liquidity risk management rests with the Board of Directors.
The Group manages liquidity risk by maintaining sufficient cash or credit facilities to meet the operating
requirements of the business and investing excess funds in highly liquid short-term investments. The Group’s
liquidity needs can be met through a variety of sources, including: short and long term borrowings and issue
of equity instruments.
The following table details the Group’s non-derivative financial instruments according to their contractual
maturities. The amounts disclosed are based on contractual undiscounted cash flows.
Less than 6
months
6 months – 12
months
1-2 years
> 2 years
$
$
$
$
As at 30 June 2024
Cash and cash equivalents
13,617,755
Trade and other receivables
40,625
-
-
-
Trade and other payables
(315,98)
-
-
-
As at 30 June 2023
Cash and cash equivalents
14,456,650
Trade and other receivables
55,999
-
-
-
Trade and other payables
(1,193,583)
-
-
-
Lease liabilities
(34,681)
(20,368)
-
-
GALILEO MINING LTD
ABN 70 104 114 132
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Capital risk management
Capital consists of total equity $47,396,767 (2023: $43,276,571).
When managing capital, management’s objective is to ensure the Company continues as a going concern as
well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims
to maintain a capital structure that ensures the lowest cost of capital available to the entity.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, issue new shares, enter into joint ventures or sell assets.
The entity does not have a defined share buy-back plan.
No dividends were paid in 2024 and no dividend will be paid in 2025.
There is no current intention to incur debt funding on behalf of the Company as on-going exploration
expenditure will be funded via equity or joint ventures with other companies.
The Company is not subject to any externally imposed capital requirements.
25. EVENTS SUBSEQUENT TO BALANCE DATE
Other than the above, no other matters or circumstances have occurred subsequent to balance date that have
or may significantly affect the operations or state of affairs of the Group in subsequent financial years.
26. EXPLORATION AGREEMENTS
MinRes Lithium Farm-in JV Agreement
In June 2024, Galileo completed a Lithium farm-in and joint venture agreement with a wholly owned subsidiary
of Mineral Resources (ASX: MIN) (MinRes) (Lithium JVA) for the sale of a 30% interest in all lithium rights held
by Galileo on the Norseman JVA tenement package for total A$7.5 million cash consideration.[1]
MinRes and Galileo have formed a 30% / 70% unincorporated joint venture for the exploration and, if deemed
warranted mining of, lithium on the Norseman JVA tenements. MinRes can increase its stake to 55% by sole
funding an additional $15 million (earn-in obligation) of exploration expenditure on the Tenements over the 4
years up to June 2028 (earn-in period). The Callisto PGE-nickel deposit, on M63/671, is not a part of the
exploration JV agreement.
During the earn-in period, until MinRes satisfies the earn-in obligation, MinRes is deemed to hold 50.1% of the
percentage share for the purposes of votes on the JV management committee. If MinRes does not satisfy the
earn-in obligation within the earn-in period, the JV will continue on the basis of MinRes holding 30% and
Galileo holding 70% share; and Galileo will become the manager of the JV management committee.
MinRes has the further ability to elect to increase its stake to 70% by sole funding expenditure through to a
Decision to Mine. Upon MinRes earning a 70% interest, Galileo must elect to either remain in Joint Venture and
contribute to Development Costs or convert its interest into a royalty.
The Tranche 1 payment of $5 million under the Agreement (of the $7.5 million total consideration) was received
in June 2024[2]. The Tranche 2 payment of $2.5 million under the Agreement is due prior to 30th May 2025. If
Tranche 2 is not paid to Galileo by 30 May 2025 the Lithium JVA will automatically terminate and the Tranche
1 payment is not refundable.
[1] Refer to ASX announcements dated 3rd June 2024.
[2] Refer to ASX announcement dated 12th June 2024.
GALILEO MINING LTD
ABN 70 104 114 132
54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Dunstan JV Agreement
On 22 January 2018, Mark Creasy and Dunstan Holdings Pty Ltd (ACN 009 686 691) (“Dunstan”) entered into
an agreement with the Company’s wholly owned subsidiary, FSZ Resources Pty Ltd (ACN 622 898 882) (“FSZ”)
(“Dunstan JV Agreement”). Mark Creasy was a director of the Company from 18 March 2003 to 12 March 2018.
The Dunstan JV Agreement provides for three phases of collaboration on the exploration and mining of
Dunstan’s mining tenements E63/1539, E63/1623 and E63/2624 (“Dunstan Tenements”). First, the Dunstan JV
Agreement provided for the partial sale of Dunstan’s interest in the Dunstan Tenements to FSZ (“Tenement
Sale”), which was settled during the financial year ended 30 June 2018 by a payment of $530,000 to Dunstan
(of which $478,955 (plus GST) was paid in cash and $51,045 settled by the issue of 510,455 fully paid ordinary
shares at a deemed issue price of $0.10 per share). Second, the Dunstan JV Agreement established an
unincorporated joint venture between Dunstan and FSZ for the exploration of the Dunstan Tenements and
completion of a bankable feasibility study in respect of all or part of the Dunstan Tenements (“Exploration Joint
Venture”). Third, the Dunstan JV Agreement regulates the manner in which the parties may determine their
respective involvement in any mining operations to implement a bankable feasibility study on all or part of the
Dunstan Tenements (“Mining Joint Venture”).
GSN JV Agreement
On 22 January 2018, Mark Creasy and Great Southern Nickel Pty Ltd (ACN 135 382 142) (“GSN”) entered into
an agreement with the Company’s wholly owned subsidiary, NSZ Resources Pty Ltd (ACN 622 900 396) (“NSZ”)
(“GSN JV Agreement”). Mark Creasy was a director of the Company from 18 March 2003 to 12 March 2018.
The GSN JV Agreement provides for three phases of collaboration on the exploration and mining on GSN’s
mining tenement E28/2064 (“GSN Tenement”). First, the GSN JV Agreement provided for the partial sale of
GSN’s interest in the GSN Tenement to NSZ (“Tenement Sale”), which was settled during the financial year
ended 30 June 2018 by a payment of $870,000 to GSN. Second, the GSN JV Agreement established an
unincorporated joint venture between GSN and NSZ for the exploration of the GSN Tenement and completion
of a bankable feasibility study in respect of all or part of the GSN Tenement (“Exploration Joint Venture”). Third,
the GSN JV Agreement regulates the manner in which the parties may determine their respective involvement
in any mining operations to implement a bankable feasibility study on all or part of the GSN Tenement (“Mining
Joint Venture”).
27. SEGMENT INFORMATION
For management purposes, the Group is organised into one main business and geographic segment, which
involves exploration of mineral deposits. All of the Group’s activities are interrelated, and discrete financial
information is reported to the Board (Chief Operating Decision Makers) as a single segment. Accordingly, all
significant operating decisions are based upon analysis of the Group as one segment. The financial results from
the segment are equivalent to the financial statement of the Group as a whole. The accounting policies used
by the Group in reporting segment internally are the same as those contained in Note 2 to the consolidated
financial statements.
28. CONTROLLED ENTITIES
Name
Country of
Incorporation
Principal Activity
Beneficial Percentage
Interest Held By Group
2024
%
2023
%
FSZ Resources Pty Ltd
Australia
Mineral exploration
100
100
NSZ Resources Pty Ltd
Australia
Mineral exploration
100
100
Norseman Resources Pty Ltd
Australia
Mineral exploration
100
100
Ganymede Resources Pty Ltd
Australia
Mineral exploration
100
100
GALILEO MINING LTD
ABN 70 104 114 132
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
29. PARENT ENTITY INFORMATION
Information relating to Galileo Mining Ltd
The immediate parent and ultimate controlling party of the Group is Galileo Mining Ltd. Interests in subsidiaries
are set out in Note 28.
2024
$
2023
$
Current Assets
13,718,813
14,833,593
Non-Current Assets
34,549,174
30,059,832
TOTAL ASSETS
48,267,987
44,893,425
Current Liabilities
787,440
1,367,939
Non-Current Liabilities
83,780
69,500
TOTAL LIABILITIES
871,220
1,437,439
NET ASSETS
47,396,767
43,455,986
EQUITY
Issued capital
Reserves
Accumulated losses
48,218,600
1,789,951
(2,611,784)
48,218,600
1,357,293
(6,119,907)
TOTAL EQUITY
47,396,767
43,455,986
Loss of the parent entity
3,588,123
(1,474,524)
Total comprehensive loss of the parent
entity
3,515,214
(1,354,524)
The parent entity did not have any guarantees or contingent liabilities at balance date.
The accounting policies of the parent entity are consistent with those of the Group as disclosed in Note 2,
except for investment in subsidiaries, which are accounted for at cost.
30. GUARANTEES AND CONTINGENT LIABILITIES
The Group did not have any guarantees or contingent liabilities at balance date.
31. FINANCIAL INSTRUMENTS
The fair value of financial assets and financial liabilities approximates the carrying amount at balance date.
GALILEO MINING LTD
ABN 70 104 114 132
56
Consolidated Entity Disclosure Statement
Name of entity
Type of
entity
Trustee, partner,
participant in JV
% share
capital
Country of
incorporation
Australian
resident or
foreign resident
for tax
Foreign
jurisdiction
of foreign
residents
Galileo Mining Ltd
Body
Corporate
n/a
n/a
Australia
Australian
n/a
FSZ Resources Pty Ltd
Body
Corporate
n/a
100
Australia
Australian
n/a
NSZ Resources Pty Ltd
Body
Corporate
n/a
100
Australia
Australian
n/a
Norseman Resources Pty
Ltd
Body
Corporate
n/a
100
Australia
Australian
n/a
Ganymede Resources Pty
Ltd
Body
Corporate
n/a
100
Australia
Australian
n/a
GALILEO MINING LTD
ABN 70 104 114 132
57
DIRECTORS’ DECLARATION
FOR THE YEAR ENDED 30 JUNE 2024
In accordance with a resolution of the directors of Galileo Mining Ltd, the directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 36 to 56, are in accordance with the Corporations Act
2001, and:
(i) comply with Australian Accounting Standards applicable to the Entity, which, as stated in accounting policy
Note 1 to the financial statements, constitutes compliance with International Financial Reporting
Standards;
(ii) give a true and fair view of the financial position as at 30 June 2024 and of the performance for the year
ended on that date of the Consolidated Group;
2.
the consolidated entity disclosure statement is true and correct;
3.
in the directors’ opinion 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
4.
the directors have been given the declarations required by s 295A f the Corporations Act 2001 from the Chief
Executive Officer and Chief Financial Officer.
For and on behalf of the Board of Directors.
Mr Brad Underwood
Managing Director
Perth, 19 September 2024
58
INDEPENDENT AUDITOR’S REPORT
To the Members of Galileo Mining Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Galileo Mining Limited (“the Company”) and its controlled entities
(“the Group”), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, notes to the financial statements, including
material accounting policy information, the consolidated entity disclosure statement and the directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
(a) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional 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.
59
Key Audit Matter
How our audit addressed the key audit
matter
Exploration and evaluation expenditure
Note 10 to the financial report
In accordance with AASB 6 Exploration for and Evaluation
of Mineral Resources, the Group capitalises exploration
and evaluation expenditure.
Our audit focussed on the Group’s assessment of the
carrying amount of the capitalised exploration and
evaluation expenditure asset, due to this asset being the
most significant asset of the Group.
−
Our procedures included but were not
limited to the following:
−
We obtained an understanding of the key
processes
associated
with
management’s review of the carrying
amount of the capitalised exploration and
evaluation expenditure asset;
−
We
considered
the
Directors’
assessment of potential indicators of
impairment;
−
We obtained evidence that the Group
has current rights to tenure of its areas of
interests;
−
We examined the exploration and
evaluation budget for the year ending 30
June
2025
and
discussed
with
management the nature of planned
ongoing activities; and
−
We
substantiated
a
sample
of
capitalised expenditure to underlying
support.
−
We examined the disclosures made in
the financial report.
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 2024, 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 that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
60
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act
2001, and for such internal control as the directors determine is necessary to enable the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
(b) the consolidated entity disclosure statement that is true and correct and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,
or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
−
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
−
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
−
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
−
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
−
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
61
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated 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 these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the Directors’ Report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of Galileo Mining Limited for the year ended 30 June 2024 complies
with Section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
HLB Mann Judd
D I Buckley
Chartered Accountants
Partner
Perth, Western Australia
19 September 2024
GALILEO MINING LTD
ABN 70 104 114 132
62
CORPORATE GOVERNANCE STATEMENT
The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such
Galileo Mining Ltd has adopted the fourth edition of the Corporate Governance Principles and Recommendations
which was released by the ASX Corporate Governance Council and became effective for financial years beginning on
or after 1 July 2020.
The Company’s Corporate Governance Statement for the financial year ending 30 June 2024 was approved by the
Board on 19 September 2024. The Corporate Governance Statement can be located on the Company’s website
http://www.galileomining.com.au/about-us/corporate-governance/
GALILEO MINING LTD
ABN 70 104 114 132
63
ADDITIONAL ASX SHAREHOLDERS’ INFORMATION (As at 5 September 2024)
The following additional information is required by the Australian Securities Exchange in respect of listed public
companies. As at 5 September 2024 there were 4,655 holders of Ordinary Fully Paid Shares.
VOTING RIGHTS
The voting rights attached to each class of equity security are as follows:
•
Ordinary shares: Each ordinary share is entitled to one vote when a poll is called, otherwise each member
present at a meeting or by proxy has one vote on a show of hands.
•
Unlisted Options and Performance Rights: Options and performance rights do not entitle the holders to
vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the
options are exercised or performance rights convert and subsequently registered as ordinary shares.
20 LARGEST SHAREHOLDERS – ORDINARY SHARES AS AT 5 SEPTEMBER 2024
Holder Name
Holding
%IC
1
Australian Gold Resources Pty Ltd
54,414,794
27.53
2
IGO Newsearch Pty Ltd
16,363,697
8.28
3
Mr Richard Bradley Underwood
8,619,244
4.36
4
BNP Paribas Nominees Pty Ltd
5,347,942
2.71
5
Mr Noel Mark O’Brien
2,429,811
1.23
6
Citicorp Nominees Pty Limited
1,731,687
0.88
7
S3 Consortium Holdings Pty Ltd
1,657,000
0.84
8
9
Mr Trevor Wright & Mrs Olive Wright
Gum Tree Nominees Pty Ltd
1,500,000
1,300,000
0.76
0.66
10
BNP Paribas NOMS Pty Ltd
1,084,635
0.55
11
Blacktusk Pty Ltd
1,060,000
0.54
12
13
Thompson Family Superannuation Pty Ltd
Mr Bernie Peter Johnson
995,000
892,854
0.50
0.45
14
GKMI Pty Ltd
834,824
0.42
15
Mr David James Wall
800,000
0.40
16
Mr Clive Thomas
800,000
0.40
17
18
19
Northmead Holdings Pty Ltd
Mr John Langley Hancock
Goldfire Enterprises Pty Ltd
757,000
691,668
687,004
0.38
0.35
0.35
20
Mr Graeme Martin & Mrs Angela Martin
686,401
0.35
Totals
102,653,561
51.94%
SUBSTANTIAL ORDINARY SHAREHOLDER AS AT 5 SEPTEMBER 2024
The names of the substantial shareholders who have notified the Company in accordance with section 671B of the
Corporations Act 2001 are:
•
Mark Gareth Creasy, Australian Gold Resources Pty Ltd (ACN 006 712 956), Dunstan Holdings Pty Ltd (ACN
008 686 691): and Yandal Investments Pty Ltd (ACN 070 684 810) 54,414,794 Fully Paid Ordinary Shares
(27.53%)
•
IGO Limited (ACN 092 786 304): 16,363,697 Fully Paid Ordinary Shares (8.28%)
GALILEO MINING LTD
ABN 70 104 114 132
64
DISTRIBUTION OF ORDINARY SHAREHOLDER AS AT 5 SEPTEMBER 2024
Holding Range
Holders
Total Units
% Issued
Ordinary Capital
1 - 1,000
731
438,637
0.22%
1,001 - 5,000
1,568
4,599,923
2.33%
5,000 - 10,000
787
6,431,879
3.25%
10,001 – 100,000
1,362
46,255,822
23.41%
100,001 – and over
189
139,898,666
70.79%
TOTALS
4,655
197,624,927
100.00%
Unmarketable Parcels – as at 5 September 2024 there were 1,704 holders with less than a marketable parcel of shares.
ON MARKET BUY-BACK
There is no current on-market buy-back of shares.
UNQUOTED SECURITIES
As at 5 September 2024 the following unquoted securities are on issue:
1,000,000 Broker Options Expiring 26 October 2024 @ $1.20
Holding Range
Holders
Total Units
% Issued
1 - 1,000
0
0
0%
1,001 - 5,000
0
0
0%
5,000 - 10,000
0
0
0%
10,001 – 100,000
0
0
0%
100,001 – and over
1
1,000,000
100.0%
TOTALS
1
1,000,000
100.00%
2,500,000 Performance Rights Expiring 22 September 2025
Holding Range
Holders
Total Units
% Issued
1 - 1,000
0
0
0%
1,001 - 5,000
0
0
0%
5,000 - 10,000
0
0
0%
10,001 – 100,000
0
0
0%
100,001 – and over
5
2,500,000
100.0%
TOTALS
1
974,615
100.00%
GALILEO MINING LTD
ABN 70 104 114 132
65
OTHER ASX ADDITIONAL INFORMATION
1.
Corporate Governance
The Company’s Corporate Governance Statement as at 30 June 2024 as approved by the Board can be viewed
at http://www.galileomining.com.au/about-us/corporate-governance/
2.
Company Secretary
The name of the Company Secretary is Mathew Whyte
3.
Address and telephone details of the Company’s Registered Office
945 Wellington Street, West Perth WA 6005 Telephone: +61 8 9463 0063
4.
Address and telephone details of the office at which a registry of securities is kept
Automic Group
Level 2, 267 St Georges Terrace
PERTH WA 6000
Telephone: 1300 288 644 (within Australia)
+61 (0) 2 9698 5414 (International)
Web:
www.automicgroup.com.au
5.
Review of Operations
A review of operations is contained in the Directors Report.
GALILEO MINING LTD
ABN 70 104 114 132
66
6.
Tenement Schedule (As at 5 September 2024)
Project
Tenement reference
& Location
Interest at
beginning of
Year
Interest at
5 September
2024
Nature of Interest
at 5 September
2024
NORSEMAN PROJECT
All tenements are in
Western Australia
E63/1041
100%
100%(1)
Active
E63/1764
100%
100%(1)
Active
P63/2053
100%
100%(1)
Active
P63/2105
100%
100%(1)
Active
P63/2106
100%
100%(1)
Active
P63/2107
100%
100%(1)
Active
P63/2108
100%
100%(1)
Active
P63/2109
100%
100%(1)
Active
P63/2110
100%
100%(1)
Active
P63/2111
100%
100%(1)
Active
P63/2112
100%
100%(1)
Active
P63/2113
100%
100%(1)
Active
P63/2114
100%
100%(1)
Active
P63/2115
100%
100%(1)
Active
P63/2116
100%
100%(1)
Active
P63/2117
100%
100%(1)
Active
P63/2118
100%
100%(1)
Active
P63/2123
100%
100%(1)
Active
P63/2136
100%
100%(1)
Active
P63/2137
100%
100%(1)
Active
P63/2259
100%
100%(1)
Active
E63/2101
0%
100%(1)
Active
M63/671
100%
100%
Active
M63/533
100%
100%
Active
L63/83
100%
100%
Active
L63/85
100%
100%
Active
L63/86
100%
100%
Active
L63/87
100%
100%
Active
L63/88
100%
100%
Active
FRASER RANGE
PROJECT
All tenements are in
Western Australia
E28/2064
67%
67% NSZ(2)
Active
E28/2912
100%
100%
Active
E28/2949
100%
100%
Active
E28/2797
100%
100%
Active
E63/1539
67%
67% FSZ(3)
Active
E63/1623
67%
67% FSZ(3)
Active
E63/1624
67%
67% FSZ(3
Active
(1)
MinRes acquired a 30% interest in the Lithium Rights over these tenements pursuant to the Farm-in and Joint Venture Agreement dated
30/5/2024
(2)
67% owned by NSZ Resources Pty Ltd a wholly owned subsidiary of Galileo Mining, 33% Great Southern Nickel Pty Ltd (a Creasy Group
Company).
(3)
67% owned by FSZ Resources Pty Ltd a wholly owned subsidiary of Galileo Mining, 33% Dunstan Holdings Pty Ltd (a Creasy Group Company).