2023
ANNUAL
REPORT
ACN 124 772 041
Acknowledgement of Country
Genesis would like to acknowledge and pay our respects to the
Traditional Owners of the land on which we work.
Darlot
Kakarra Part A
Marlinyu Ghoorlie
Nyalpa Pirniku
Whadjuk Noongar
We recognise the continuing connection to lands, waters and
communities. We pay our respect to Aboriginal cultures and to
Elders past and present.
Corporate Directory
Directors
Anthony Kiernan
Raleigh Finlayson
Michael Bowen
Gerard Kaczmarek
Jacqueline Murray
Michael Wilkes
Independent Non-Executive Chair
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Company Secretary
Geoff James
Registered Office and Principal Place of Business
Level 7, 40 The Esplanade
Perth WA 6000
Australia
Telephone:
Website:
Email:
+61 8 6323 9050
www.genesisminerals.com.au
info@genesisminerals.com.au
Auditor
Hall Chadwick WA Audit Pty Ltd
238 Rokeby Road
SUBIACO WA 6008
Share Registry
Computershare Investor Services
Level 17, 221 St Georges Terrace
Perth WA 6000
Stock Exchange Listing
The Company's shares are quoted on the Australian Securities Exchange
ASX Code
GMD
ACN
124 772 041
3
Contents
FY23 Highlights
Our Vision and Values
Chair's Report
Our Board of Directors
Workplace Health and Safety
Review of Operations
Dacian Gold Operations Summary
Development Projects - Admiral and Ulysses
Genesis Mining Services
Exploration
Environment, Social and Governance
Outlook
Mineral Resources and Ore Reserves Statement
Directors Report
Auditor's Independence Statement
Annual Financial Statements
Directors' Declaration
Audit Report
Additional Information
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FY23 Highlights
Nil LTIs for FY23
Acquisition of majority control of Dacian
Completed acquisition of St Barbara's Leonora assets
Strengthened Board with addition of Chair Tony Kiernan and
Non-Executive Directors Mick Wilkes and Jacqui Murray
Completion of Ulysses West cutback in preparation for Ulysses
Underground development.
Establishment and ramp up of Genesis Mining Services
Maiden Ore Reserve Estimate including Admiral and Ulysses
5
Our Core Values and Strategy
Our Purpose:
The Australian gold company most respected for our people,
partnerships and performance
Our Strategy:
To build a premium Australian gold business with sustainable, high
quality, +300,000 ounces per annum production.
Our core values drive our culture and leadership
6
5
Chair's Report
Dear Shareholders
I am very pleased to introduce Genesis Minerals’ 2023 Annual Report following what has been a transitional
and formative year for our Company.
This has included making significant progress towards our declared strategy of building a premium
Australian gold business with sustainable, high quality, +300,000 ounces per annum production. This
strategy was unveiled in April 2022.
A key step was taken on 30th June 2023 when we completed the acquisition of St Barbara’s Leonora
assets. This portfolio includes the high-grade Gwalia underground mine and 1.4Mtpa Leonora mill, and a
wealth of growth opportunities including the Tower Hill and Zoroastrian projects adding to the already
existing Genesis projects.
As a result of this acquisition, Genesis enters financial year 2024 as a new and growing gold producer with
a dominant position in Western Australia’s prolific Leonora District.
I would like to acknowledge and thank the Genesis team for their hard work, focus and commitment in
driving the transition from gold explorer to gold producer in a relatively short space of time.
We are now focused on completing a strategic review of Gwalia in the December half of 2023 with a view of
providing a five-year outlook to the market in the March quarter of 2024. The outlook will be corner stoned
by a long life, sustainable ‘margin over ounces’ Leonora business plan with a production target of +300,000
ounces per annum.
We remain committed to progressive ESG and look forward to developing industry-leading sustainability
initiatives, engagement and reporting as we consolidate our status as a new gold producer and continue our
growth trajectory.
Genesis ends the financial year with A$156 million cash* and no corporate bank debt. We have a first class
team and as a company are well resourced to appropriately invest in Leonora and deliver the long-term
benefits of safely delivering more production at lower cost and lower risk.
Finally, I would like to acknowledge our shareholders for their ongoing support and reiterate my thanks to
the entire Genesis team and contract partners for their ongoing contributions. Team Genesis is growing but
remains ambitious, energetic and dedicated to the delivery of sustainable returns for all our stakeholders.
I look forward to updating you as we implement the next steps of our growth strategy.
Anthony (Tony) Kiernan AM
Chair, Genesis Minerals Limited
*Excludes Dacian cash
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Our Board of Directors
From left to right: Jacqui Murray, Michael Bowen, Tony Kiernan, Gerry Kaczmarek, Mick Wilkes, Raleigh Finlayson
Anthony Kiernan AM LLB
Non-Executive Chair – appointed 1 October 2022
Mr Kiernan is a former solicitor with extensive experience gained over 35 years in the management and operation of listed public companies.
As both a lawyer and general consultant, he has practiced and advised extensively in the fields of resources and business generally. He is a
Member of the Order of Australia.
He is currently Non-Executive Chair of ASX50 lithium company Pilbara Minerals Limited (ASX: PLS), and Chair of the Fiona Wood Foundation
which focuses on research into burns injuries.
Mr Kiernan has served as a Director of the following listed companies in the three years immediately before the end of the 2023 financial
year:
Pilbara Minerals Limited (ASX:PLS) - July 2016 to present
NT Minerals Limited (ASX:NTM) - April 2021 to March 2023
Dacian Gold Limited (ASX:DCN) - September 2022 to March 2023
Venturex Resources Limited (ASX:DVP) - July 2010 - March 2021
Northern Star Resources (ASX:NST) - February 2021 to November 2021
Saracen Mineral Holdings Limited (ASX:SAR) - September 2018 to February 2021
Raleigh Finlayson AdMineSurvey, BSc (Mine & Eng Surveying), GradDipMinEng, GradCertAppFin
Managing Director – appointed 21 February 2022
Raleigh Finlayson is a Mining Engineer with over 20 years' of technical and operational experience in multiple disciplines including both
underground and open pit operations. He was previously the Managing Director of Saracen Mineral Holdings and Northern Star Resources.
During his 14 year tenure at Saracen, Mr Finlayson was initially the Chief Operating Officer responsible for the feasibility study and
development of Saracen’s first operating gold mine, the Carosue Dam Operations. He was promoted to the role of Managing Director in 2013
and responsible for the acquisition and subsequent feasibility study and development of Saracen’s second operating gold mine, Thunderbox,
and subsequently the purchase of 50% of the KCGM Superpit from Barrick Gold. Saracen grew from a market cap of $53m in 2008 to $6.0bn
in 2021 before merging with Northern Star.
Mr Finlayson has previously served as a Director of the following listed companies in the three years immediately before the end of the 2023
financial year:
Northern Star Resources (ASX:NST) - February 2021 to July 2021
Saracen Mineral Holdings Limited (ASX:SAR) - April 2013 to February 2021
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Michael Bowen LLB, BJuris, BCom, CPA
Non-Executive Director – appointed 19 November 2021
Mr Bowen has been practicing corporate law for 35 years and has deep knowledge of the Australian resources sector and the regulatory
regimes around mine development and operation.
Mr Bowen is highly regarded for his advisory expertise on a broad range of domestic and cross-border transactions including mergers and
acquisitions, capital raisings, re-constructions, risk management, due diligence and general commercial and corporate law. He is currently
Non-Executive Chairman of Lotus Resources Limited (ASX:LOT) and Non-Executive Director of Emerald Resources NL (ASX:EMR).
Mr Bowen has served as a Director of the following listed companies in the three years immediately before the end of the 2023 financial
year:
Lotus Resources Limited (ASX:LOT) - February 2021 to present
Emerald Resources NL (ASX:EMR) - September 2022 to present
Omni Bridgeway Limited (ASX:OBL) - 2001 to November 2022
Gerard Kaczmarek B.Ec (Acc), CPA, AICD
Non-Executive Director – appointed 20 March 2018
Mr Kaczmarek has almost 40 years’ experience predominantly in the resource sector, specialising in finance and company management with
several emerging and leading mid-tier Australian gold companies. Mr Kaczmarek was Chief Financial Officer and Company Secretary for
Saracen Mineral Holdings (ASX:SAR) from 2012 to 2016. He served as Chief Financial Officer and Company Secretary at Troy Resources
(ASX:TRY) from 1998 to 2008 and from 2017 to 2019. Earlier in his career, he held a range of positions with the CRA / Rio Tinto group and
was Chief Financial Officer and Company Secretary for a number of other mid-tier and junior mining companies.
Mr Kaczmarek has served as a Director of the following listed companies in the three years immediately before the end of the 2023 financial
year:
Dacian Gold Limited (ASX: DCN) - 28 February 2023 to present
Jacqueline Murray B.Eng (Geological), MBA
Non-Executive Director – appointed 1 July 2023
Ms Murray is a Partner at Resource Capital Funds (RCF), a mining-focused, global alternative investment firm, and has worked within the
mining industry for over 20 years.
She has experience in mining M&A and financing project development in various jurisdictions and commodities. Ms Murray joined RCF in
2012 after working in business analysis and improvement roles with BHP Billiton. Prior to this she spent the early years of her career in
geotechnical engineering roles in underground and open pit operations within BHP Billiton and WMC Resources.
Ms Murray has served as a Director of the following listed companies in the three years immediately before the end of the 2023 financial
year:
Technology Metals Australia (ASX:TMT) - October 2021 to February 2023
Michael Wilkes B.Eng (Mining), MBA
Non-Executive Director - appointed 1 October 2022
Mr Wilkes is a mining professional with 35 years’ experience, mainly in gold and base metals specialising in project development,
construction, and operations. In the past 20 years he has been responsible for the successful greenfield development of 4 major gold and
copper mines, each creating substantial value for shareholders, local communities and Governments with aggregate annual production of
over 600koz of gold and 200kt of copper.
He is currently Non-Executive Chair of Kingston Resources Limited (ASX:KSN) and Andromeda Metals Limited (ASX:ADN). Most recently he
was President and CEO of Canadian and Australian listed OceanaGold Corporation (ASX:OGC). He was recently a member of the Board
Administration Committee for the World Gold Council and is currently a member of the Advisory Board for the Sustainable Minerals Institute
at the University of Queensland.
Mr Wilkes has served as a Director of the following listed companies in the three years immediately before the end of the 2023 financial year:
Kingston Resources Limited (ASX:KSN) - July 2018 to present
Andromeda Metals Limited (ASX:ADN) - April 2022 to present
Dacian Gold Limited (ASX:DCN) - September 2021 to September 2022
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Workplace Health and Safety
10
Warehouse, Gwalia Operations
Safety is the encompassing core value of Genesis. Protecting the heath and safety of
our workforce and the communities in which we operate is always our number one
priority.
Genesis is committed to developing, promoting and continuously improving our safety
management system, work environment and culture with the aim to prevent injury or
illness, both physical or mental, for our people, including contractors and visitors.
Initiatives include:
Developing a health and safety culture that is built on visible leadership, consultation
and engagement
Implementing and maintaining a safety management system with participation from
employees and contractors to manage and minimise risks in the workplace with
consideration to the communities in which we operate
Providing all workers with the information, instruction, training, and supervision to
enable safe work
Providing training in hazard identification, risk assessment and management,
including management of critical risks so all personnel can work collaboratively to
provide a safe working environment
Providing, using and maintaining Personal Protective Equipment,
facilities,
structures, plant and equipment to facilitate a safe and healthy work environment
Reporting and investigating identified incidents to implement appropriate control
measures to prevent recurrence
Education, awareness, and support in mental health symptoms, causes and risk
factors
Measurement and monitoring of safety performance, seeking opportunities for
improvement and innovation for our health and safety systems and culture
Complying with all applicable legislation, regulations, and codes of practice
FY23 saw significant development in Genesis’ safety management systems, reflecting the
rapid transition from gold explorer to gold producer. Throughout this transition, Genesis
pleasingly delivered a strong safety performance with zero Lost Time Injuries (LTIs).
FY24 will be similarly transformative as we integrate the safety management systems at
our acquired Leonora Operations, seek opportunity for improvement and innovation of
our systems, and enhance a clear and passionate culture towards our commitment to a
safe place of work.
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Review of Operations
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Our first cohort of operators and maintenance crew at Admiral - ‘A Crew’
During FY24, Genesis transitioned from gold explorer to gold producer following two
transformational transactions.
On 21st September 2022, Genesis announced it had acquired a relevant interest in a
majority of the shares in Dacian. Post obtaining control, Genesis progressively increased
its interest in Dacian to hold a relevant interest of 80.1% when the Offer closed on 20th
February 2023.
Dacian is an ASX-listed Australian gold company focused on the Mt Morgans Gold
Project located near Laverton, Western Australia. Mt Morgans comprises a portfolio of
open pit and underground Mineral Resources, a 2.9Mtpa conventional carbon-in-leach
processing plant and highly prospective exploration tenure. The Mt Morgans processing
plant and associated infrastructure are currently on Care and Maintenance, being kept in
excellent condition to ensure a short lead time when production resumes in the future.
On 30th June 2023 Genesis completed the acquisition of St Barbara’s Leonora assets,
including:
Gwalia underground mine
1.4Mtpa Leonora mill
Tower Hill project
Zoroastrian project
Aphrodite project
Harbour Lights project
Highly prospective Leonora exploration tenure
In connection with the St Barbara transaction, Genesis raised A$470 million (before
costs) at a price of A$1.15 per share via a two-tranche placement of fully paid ordinary
shares to professional and sophisticated investors. Genesis paid St Barbara A$370m
cash (funded by the A$470 million equity raising) plus 205m Genesis shares.
As part of our 5-year strategy and on the back of the St Barbara transaction, Genesis
articulated a long life, 300koz per annum base case “margin > ounces” plan, 100% from
the Leonora District.
In addition to the above business development activities, in FY23 Genesis continued to
rapidly advance its Admiral and Ulysses projects towards development and production
(refer P16 - Development Projects - Admiral and Ulysses).
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Review of Dacian Gold's Operations
Mt Morgans Gold Operation
Dacian Gold Limited’s (Dacian) Mt Morgans Gold Operation (MMGO) is located 25km west of Laverton and
approximately 750km north-east of Perth in Western Australia.
On 17 June 2022 the Company announced a review of the operating strategy. This strategy was executed and
culminated with the announcement in January 2023 that the processing plant would be placed into Care and
Maintenance during H2 of FY23. Below is the summary of activities during FY23:
Underground operations were suspended in Q1
Processing of existing stockpiles continued until the end of Q3 where the processing plant was placed in Care and
Maintenance
Drill testing at Jupiter to continue following encouraging results
Exploration activities.
Table 1: Gold Recovery and Sales
Unit
SQ
DQ
MQ
JQ
FY2023
Gold Recovered
Gold Sales
oz
oz
Realised Average Price
A$/oz
Gold Revenue
Gold on Hand
A$M
oz
21,525
12,040
22,224
12,889
2,561
56.9
1,854
2,667
34.4
1,170
9,197
9,727
2,763
26.9
959
0
42,761
2,039
46,879
2,990
6.1
0
2,651
124.3
0
Full year production for the 2023 financial year totalled 42,761 ounces (2022: 90,809 ounces) at an AISC of $2,032/oz
(2022: $1,955/oz).
Mining
Open Pit
Nil activities.
Underground
The Westralia complex produced 48kt at 4.65g/t Au containing 7,158 ounces.
The processing plant continued to perform consistently above nameplate capacity of 2.5Mtpa, milling a total throughput
of 2.07 million tonnes of ore for FY2023 (2022: 2.91Mt), producing 42,761 ounces (2022: 90,809 ounces) at a recovery
of 87.5% (2022: 91.7%).
Gold sales totalling 46,879 ounces (2022: 91,495 ounces) realised gold revenue of $124.3 million for the year (2022:
$223 million).
14
*Figures are for the full FY23. Note that GMD assumed control from 21 September 2023.
The decision to place the processing plant into Care and Maintenance resulted in a program of works to preserve the
plant in an suitable condition. This included:
Termination of supply and services contracts
Preservation of all mechanical and electrical equipment in an operational ready state
Securing all remote infrastructure
Securing of all administration and non-essential facilities
Redundancy package for the impacted workforce
Care and Maintenance team appointed to provide ongoing works at the site
Dacian Gold's Processing Plant at Mt Morgans
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Development Projects - Admiral and Ulysses
Genesis is immediately focused on unlocking the significant unique synergies available by pairing the new, shallow
Admiral and Ulysses mine development projects with the recently acquired Gwalia mine to fill the 1.4Mtpa Gwalia
mill.
The Admiral open pit is located ~40km trucking distance from the Leonora mill and is the maiden assignment for
Genesis Mining Services (GMS, Genesis’ in-house open pit mining arm). The open pit has been fast-tracked and right
sized to fill the 1.4Mtpa Leonora mill over the next two years, when combined with high grade ore from the Gwalia
underground mine. Approximately 1.5Mt of ore is scheduled from Admiral over this period. The project is on track
for delivery of first ore in the second half of CY23.
Following significant preparatory work in FY23 (including intensive grade control drilling), Ulysses is approaching
readiness for underground development. The ability of Admiral to fill the Leonora mill over the next two years affords
Genesis the flexibility to optimally match Ulysses underground development with the equipment and labour
requirements of the Gwalia underground mine.
The Gwalia mill has been under-utilised since 2015. The addition of near-surface Admiral and Ulysses ore will lower
the processing costs (better utilisation of high fixed cost mill) and ultimately enable a lower cost “quality over
quantity” mining strategy at Gwalia.
16
Ulysses West Open Pit, Leonora
Genesis Mining Services
During FY23, Genesis established a fully owned subsidiary, Genesis Mining Services (GMS). GMS will be the
vehicle to execute Genesis’ open pit owner-operator model.
GMS has taken delivery of a new open pit fleet, now active at the Admiral open pit. This fleet is comprised of
2 excavators, 5 dump trucks, 1 grader, 1 dozer, purchased from various suppliers using asset finance as well
as a fleet of support equipment.
GMS is also in preliminary discussions with Dacian in relation to the potential future re-start of Dacian’s
Jupiter open pit alongside the Mt Morgans mill and other open pit opportunities in the Dacian portfolio.
17
Exploration
18
Grade control rig at Admiral
LEONORA GOLD PROJECT (GENESIS 100%)
The Leonora Gold Project is located within the prolific Leonora District of the northern
goldfields, Western Australia (Figure 1).
Significant growth opportunities remain at the Leonora Gold Project through the
extension of known Resources and new discoveries with Resources remaining open,
along strike and at depth.
Figure 1: Central player in the tier-one Leonora district
Ulysses
The Ulysses mine is approaching readiness for underground development following
significant surface work including infill and grade control drilling, dewatering and the
completion of the Ulysses West cutback.
Grade control drilling at Ulysses has confirmed the Resource as a high-grade strategic
asset in the Leonora region. Results include 7.9m @ 8.2g/t from 170m, 7.5m @ 7.6g/t
from 126m, 5m @ 10.2g/t from 316m, 14m @ 4.7g/t from 128m, 8m @ 7.4g/t from
78m.
Extensional drill testing ~300m below the surface strongly supports the continuation of
the Ulysses shear at depth. Results include 6.3m @ 7.7g/t from 345m, 5m @ 10.2g/t
from 316m, 5m @ 7.3g/t from 294m.
19
Figure 2: Ulysses long section
Admiral Group
Development of the Admiral open pit was fast-tracked to fill the 1.4Mtpa Leonora mill in FY24. The establishment of
surface infrastructure is well advanced.
Infill drilling to further de-risk the asset returned results 15m @ 1.4g/t for 30m, 2m @ 39.5g/t from 83m.
Extensional drilling below outside of the current pit design returned 4m @ 4.3g/t from 119m and 10m @ 1.4g/t from
34m.
Figure 3: Admiral long section
Genesis exploration drilling at the Admiral Group area has continued to successfully extend known structures
previously mined from the historical open pits. Drill programs were completed at Butterfly North, Clark, King,
Danluce and Redlake.
20
Puzzle
Infill drilling at Puzzle North was completed to upgrade Inferred portions of the March 2022 Resource. Results
included 40m @ 1.6g/t from 34m, 64m @ 0.9g/t from 35m, 33m @ 1.3g/t from 14m, 39m @ 1.0g/t from 36m.
Figure 4: Puzzle North long section
DESDEMONA SOUTH JV GOLD PROJECT, WA (GENESIS: RTE 80%)
Upon acquiring majority control of Dacian Gold Limited in September 2022, Genesis formally withdrew from the
Desdemona South farm-in and joint venture agreement with Kin Mining.
There were no material exploration activities conducted during FY23.
BARIMAIA JV GOLD PROJECT, WA (GENESIS: 65%)
The Barimaia Gold Project is located in the Murchison District of Western Australia, 10km south-east of the 6Moz
Mt Magnet Gold Mine, operated by ASX-listed Ramelius Resources Limited*.
There were no material exploration activities conducted during FY23.
SBM LEONORA ASSETS (GENESIS: 100%)
St Barbara’s Leonora assets were acquired on 30 June 2023 so no there is no exploration activity for Genesis to
report.
*Refer Ram elius Resources’ ASX Announcement dated 22 February 2017.
21
22
Aircore drilling at Southern tenements
MT MORGANS (GENESIS 80.1%)
During the year, the Group's growth and exploration program was dually focused on
defining future base load exploration targets and testing and expanding upon current
resources. Exploration systems applied have included the use of geophysical surveys,
geochemical soil sampling, structural studies, target profiling, selected geochronological
analysis, petrography and exploration and resource definition drilling.
Jupiter Extension Project
Phase 2 of the Jupiter Extension Project continued as the primary strategic growth and
exploration focus until it was completed in early Q3 FY23. The target complex consists of
an extensive syenite system, intruded into a well-defined structural setting, within
basaltic country rock. The Jupiter complex spans approximately 2km with variable widths
ranging between 50m and 300m, with several identified syenite pipes and linking dykes
within the extensive structural zone between the Heffernans, Doublejay and Ganymede
syenite stocks and open pits. The Jupiter syenite intrusive system is interpreted to be
associated with the main Kurnalpi gold mineralisation event in published literature.
Phase 1, completed in FY22, demonstrated Dacian’s syenite systems are suitable hosts
for deposits of significant scale. FY23 saw the next two stages of target development
completed:
Phase 2: Drilling program to target potential bulk extractable mineralisation to
approximately 400m from surface across the entire length of the Jupiter complex.
Phase 3: Mineral Resource estimation and conceptual mining studies for potential
expansion of large-scale mining operations.
Phase 2 drilling results confirmed the mineralisation of significant width and scale
associated with the syenite intrusive system over the strike extent of approximately 2km
and to a depth of approximately 400m below surface, continuing to 650m below surface
and remaining open at depth, though the mineralisation of the syenites is weaker with
depth.
23
Figure 5: Plan view of the syenite complex with the new hole collars (excluding
RC intercepts) and final pit design.
24
Figure 6: Long section view facing west of the Jupiter syenite complex with the current final
pit design.
Jupiter Mineral Resource Definition and Extension
Exploration designed and completed an RC drill program to infill the resource beneath the DoubleJay pit before
dewatering ceased. Drilling targeted the Jenny and Joanne syenites where they would otherwise be unable to be drilled
outside of the pit, infilling the drill spacing to 20x20m to enable the definition and extension of the indicated mineral
resource.
Results from the drilling demonstrated continuity of mineralisation from the existing Jupiter Mineral Resource (released
27 July 22), through to the Jupiter Exploration Target.
Southern Tenements
Exploration in E39/2002 continued this year, with a broader exploration focus across the tenement leading to the
addition of several new targets. Geochemical soil sampling was completed in target zones requiring closer spaced data,
in particular surrounding the Habibi target. Geomechanical modelling was utilised to interpret areas of potential failure
and fluid flow within the tenement which resulted in a number of new structural targets, several of which were included
in the regional aircore drilling program completed across the tenement during the year. Drilling provided improved
geological and structural understanding of the prospects.
The RC stratigraphic drilling program from FY22 was concluded at the start of FY23.
Mt Marven
Resource definition drilling was completed at the Mt Marven deposit, aimed at providing improved geological control on
the mineralised lodes within the existing Mineral Resource estimate. Any gaps in the resource were infilled to 20x20m
spacing and drilling was added at the base of the modelled pit design to increase confidence in the resource model
where required.
Figure 7: Oblique view –30° to NE showing the Mt Marven July 2022 EOM pit (gold), RPEEE pit shell (dark grey),
mineralisation blocks coloured by estimated by gold grade, and drillholes by gold grades.
25
Environment, Social and Governance
26
Heritage Survey with Darlot People
ENVIRONMENT
We embrace our responsibility for environmental stewardship and will implement robust
management systems, policies and standards to manage environmental impacts and
risks.
We believe in transparency and actively share environmental information with relevant
stakeholder groups. To ensure we remain on track, our environmental performance
undergoes regular external audits.
PEOPLE
We value diversity and promote inclusivity in our workforce. As we expand our
operations, we endeavour to bridge the gender employment gap by appointing more
women in our workforce and taking steps to eliminate any bias (in age, race, religion,
nationality, sexual orientation and gender) in the evaluation process and promotion
opportunities.
COMMUNITY
Genesis is committed to establishing and maintaining positive, long-term relationships
with communities in the areas in which we operate to create positive economic and
social outcomes. We will look to engage local people through a range of opportunities
including employment, business development, cultural awareness and heritage
protection.
We acknowledge and respect the Traditional Owners associated with the land upon
which we operate and recognise their connection to the land on which we live and work.
Our ongoing engagement and consultation with the relevant Aboriginal Knowledge
Holders ensures protection and management of their Cultural Heritage.
Our significant sponsorships include the Stephen Michaels Foundation, Shooting Stars,
and Leonora High School, all of which share the common objective of enhancing
educational outcomes for children within the region.
CORPORATE GOVERNANCE
The Board has adopted and endorses The ASX Corporate Governance Council Principles
and Recommendations
(ASX
Recommendations) and has adopted the ASX Recommendations that are considered
appropriate for the Company given its size and the scope of its activities.
(4th Edition) as amended
from
time
time
to
Genesis was pleased to be admitted to the ASX200 in September 2023. We strive for
continued improvement in our governance standards to meet or exceed stakeholder
expectations of companies in the ASX200.
In FY24, we will form a separate Risk and Sustainability Committee.
27
Outlook for FY24
Genesis enters FY24 as a new and growing gold producer with a dominant position in Western Australia’s
prolific Leonora District.
The Company offers medium term growth with a long life, +300,000 ounces per annum base case “margin >
ounces” plan. Future production is underpinned by Group Ore Reserves of 3.9Moz and Group Mineral
Resources of 15.0Moz as at 30th June 2023. Current production is approximately 120-130,000 ounces per
annum from the Gwalia mine on a stand-alone basis i.e. pre-Admiral ore.
A strategic review of the Gwalia mine is currently underway including a re-build of the Mineral Resources,
Ore Reserves, and life of mine plan.
In the March quarter 2024 Genesis will release a detailed five-year outlook to the market including
production, costs, people and culture initiatives, sustainability initiatives and exploration.
28
Mineral Resources and Ore Reserves
Statement
Group Resources and Reserves
Genesis released its annual update of Mineral Resources and Ore Reserve estimates in the Company’s ASX
Announcement dated 3 July 2023 titled “Leonora acquisition complete, Group Reserves grow to 3.9Moz”.
Mineral Resources
On 3 July 2023 Genesis reported an updated Group Mineral Resources Estimate of 15Moz following the completion of
the acquisition of the Leonora assets from St Barbara.
Mineral Resources for the Leonora Gold Project (LGP) consisting of Ulysses, Admiral, Orient Well and Puzzle totalled
41.0Mt @ 1.6g/t for 2.0Moz; compared to the previous estimate of 39.3Mt @ 1.6g/t for 2.0Moz at 29th March 2022.
The update reflects additional conversion drilling completed by Genesis during 2022 and 2023 with global resource
ounces remain unchanged but re-interpretation and re-modelling of the individual resources have resulted in localised
updates.
The acquisition of Dacian Gold Limited (Dacian) during the year contributed 2.7Moz to Group Resources for the first
time.
The contribution of Gwalia, Harbour Lights, Tower Hill and Bardoc acquired from St Barbara to Group Mineral
Resources is 10.4Moz.
The Group Mineral Resources Estimate as at 30 June 2023 is shown below:
29
Ore Reserves
During the year Genesis reported an inaugural Group Ore Reserves Estimate of 3.9Moz consisting of a maiden Ore
Reserve for LGP and contributions to Ore Reserves reported for the first time from Dacian and the Leonora assets
acquired from St Barbara.
On 3 July 2023 Genesis announced a maiden LGP Ore Reserve of 9.8Mt @ 2.0g/t for 630koz. Feasibility level studies
have been conducted for Ulysses, Admiral, and Orient Well, whilst a Pre-Feasibility level study has been conducted
for Puzzle. The LGP Ore Reserves includes two new development projects, Admiral open pit and Ulysses
underground, that will be paired with the Gwalia mine to fill the underutilised Gwalia mill acquired from St Barbara.
Following the acquisition of Dacian during the year, the contribution of Dacian to Group Ore Reserves is 270koz.
On 30 June 2023 Genesis completed the acquisition of the Leonora assets from St Barbara. The contribution of
Gwalia, Aphrodite, Zoroastrian and Tower Hill to Group Ore Reserves is 3Moz.
The Group Ore Reserve Estimate for the Group as at 30 June 2023 is shown below.
The Company confirms that it is not aware of any new information or data that materially affects the information
included in that original market announcement dated 3 July 2023 and the Company confirms that all material
assumptions and technical parameters underpinning the Mineral Resource estimates in that market announcement
continue to apply and have not materially changed. The Company confirms that the form and context in which the
Competent Persons’ findings are presented have not materially changed from the original market announcement.
Mineral Resource estimates in this report are reported inclusive of Ore Reserve estimates.
As at the date of this report, Genesis owns 80.08% of the shares in Dacian and accordingly controls Dacian. Unless
otherwise indicated, all financial information and information relating to Mineral Resources and Ore Reserves of the
Genesis group comprising Genesis and Dacian (and their respective controlled entities), in this report is presented on
a 100% consolidated basis without adjustment for any minority interests in Dacian.
Dacian Mineral Resources and Ore Reserves
Mineral Resources and Ore Reserves for Dacian are extracted from the Dacian ASX release dated 3rd July 2023
“2023 Mineral Resources and Ore Reserves update". The Company confirms that it is not aware of any new
information or data that materially affects the information included in that announcement and, in relation to the
estimates of Mineral Resources and Ore Reserves in that announcement, confirms that all material assumptions and
30
technical parameters underpinning the estimates in that announcement continue to apply and have not materially
changed.
Leonora Assets Acquired from St Barbara – Mineral Resources and Ore Reserves
Mineral Resources and Ore Reserves for the Leonora assets acquired from St Barbara are extracted from the Genesis
ASX release dated 17th April 2023 “Reporting on St Barbara Leonora Projects” and from the Genesis ASX release
dated 20th April 2023 “Revised: Reporting on St Barbara's Leonora projects”. The Company confirms that it is not
aware of any new information or data that materially affects the information included in those announcements and, in
relation to the estimates of Mineral Resources and Ore Reserves in those announcements, confirms that all material
assumptions and technical parameters underpinning the estimates in those announcements continue to apply and
have not materially changed.
Estimation Governance Statement
The Company ensures that all Mineral Resource and Ore Reserve calculations are subject to appropriate levels of
governance and internal controls.Exploration Results are collected and managed by competent qualified geologists
and overseen by the Company’s Exploration Manager. All data collection activities are conducted to industry standards
based on a framework of quality assurance and quality control protocols covering all aspects of sample collection,
topographical and geophysical surveys, drilling, sample preparation, physical and chemical analysis and data and
sample management. Mineral Resource and Ore Reserve estimates are prepared by qualified Competent Persons and
are subject to internal and external review as appropriate.
COMPETENT PERSONS STATEMENTS
The information in this report that relates to Exploration Results is based on information compiled by Mr Andrew De
Joux who is a full-time employee of the Company, a shareholder of Genesis Minerals Limited and is a member of the
Australasian Institute of Geoscience. Mr De Joux has sufficient experience which is relevant to the style of
mineralisation and type 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’. Mr De Joux 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 at Ulysses, Admiral, Orient Well, Laterite and Puzzle
Deposits and for estimated Stockpiles are based on information, and fairly represents, information and supporting
documentation compiled by Mr. David Price who is a Member of the Australasian Institute of Mining and Metallurgy.
David Price was a contract employee of Genesis Minerals Limited and has sufficient experience relevant to the style of
mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a
Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves”. David Price consents to the inclusion in the statement 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 for Dacian Gold is based on information compiled by
Mr Alex Whishaw, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr
Whishaw was a full-time employee of Dacian Gold Ltd. Mr Whishaw has sufficient experience that is relevant to the
style of mineralisation and type 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 2012). Mr Whishaw consents to the inclusion in the report of the
matters based on his information in the form and context in which it appears. Where the company refers to the
Mineral Resources in this report (referencing previous releases made to the ASX including Morgans North – Phoenix
31
Ridge, Craic, McKenzie Well, Jupiter open pit (Doublejay, Heffernans, Ganymede), Maxwells, GTS, Bindy, Kelly, Nambi,
Redcliffe deposit, and Mesa – Westlode), it confirms that it is not aware of any new information or data that
materiallaffects the information included in that announcement and all material assumptions and technical parameters
underpinning the Mineral Resource estimates with that announcement continue to apply and have not materially
changed. The Company confirms that the form and context in which the Competent Persons findings are presented
have not materially changed from the original announcement.
The information in this report that relates to Ore Reserves at Admiral, Ulysses, Orient Well and Puzzle Open Pits is
based on information, and fairly represents, information and supporting documentation compiled by Mr. Christopher
Burton who is a Member of the Australasian Institute of Mining and Metallurgy. Christopher Burton is a full-time
employee of Genesis Minerals Limited and has sufficient experience relevant to the style of mineralisation and type of
deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in
the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”.
Christopher Burton consents to the inclusion in the statement of the matters based on his information in the form and
context in which it appears.
The information in this report that relates to Ore Reserves at Ulysses Underground is based on information, and fairly
represents, information and supporting documentation compiled by Mr Jonathan Wall who is a Member of the
Australasian Institute of Mining and Metallurgy. Jonathan Wall is a full-time employee of Genesis Minerals Limited and
has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Jonathan Wall consents to the
inclusion in the statement of the matters based on his information in the form and context in which it appears.
The information in this report that relates to the Jupiter open pit Ore Reserve is based on information compiled or
reviewed by Mr Ross Cheyne. Mr Cheyne has confirmed that he has read and understood the requirements of the
2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(JORC Code 2012 Edition). He is a Competent Persons as defined by the JORC Code 2012 Edition, having more than
five years’ experience which is relevant to the style of mineralisation and type of deposit under consideration and to
the activity for which they are accepting responsibility. Mr Cheyne is a Fellow of the Australasian Institute of Mining
and Metallurgy and an employee of Orelogy Consulting Pty Ltd. He consents to the inclusion in the report of the
matters based on their information in the form and context in which it appears.
The information in this report that relates to the Redcliffe open pit Ore Reserve is based on information compiled or
reviewed by Mr Hemal Patel. Mr Patel has confirmed that he has read and understood the requirements of the 2012
Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC
Code 2012 Edition). He is a Competent Person as defined by the JORC Code 2012 Edition, having more than five
years’ experience which is relevant to the style of mineralisation and type of deposit under consideration and to the
activity for which they are accepting responsibility. Mr Patel is a Member of the Australasian Institute of Mining and
Metallurgy and an employee of Genesis Minerals Limited. He consents to the inclusion in the report of the matters
based on their information in the form and context in which it appears.
32
Annual Financial Report
For the year ended 30 June 2023
Contents
Directors Report
Remuneration Report
Auditor's Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors' Declaration
Independent Auditor's Report
34
43
58
59
60
61
62
63
92
93
33
DIRECTORS’ REPORT
The Directors present the financial statements of Genesis Minerals Limited (Genesis) and its controlled subsidiaries for the year ended 30 June
2023.
These financial statements incorporate 100% of the results for Dacian Gold Limited (Dacian) as from the date of acquisition of control
on 21 September 2022.
Directors
The names of the Company’s Directors in office during the year and until the date of this report are set out below. Directors were in office for this
entire period unless otherwise stated.
Anthony Kiernan
Raleigh Finlayson
Gerard Kaczmarek
Michael Bowen
Michael Wilkes
Jacqueline Murray
(Non-Executive Chairman) - Appointed 1 October 2022
(Managing Director)
(Non-Executive Director)
(Non-Executive Director)
(Non-Executive Director) – Appointed 1 October 2022
(Non-Executive Director) – Appointed 1 July 2023
Tommy McKeith
Neville Power
(Non-Executive Chairman) – Resigned 30th September 2022
(Non-Executive Director) – Resigned 30th September 2022
Company Secretary
Geoff James
Directors' Meetings
The number of meetings of the Company’s Board of Directors and each Board Committee held during the year ended 30 June 2023, and the
number of meetings attended by each Director were as follows:
Director
Board Meetings
Remuneration & Nomination
Committee
Audit, Risk and Sustainability
Committee
Anthony Kiernan1
Raleigh Finlayson
Gerry Kaczmarek
Michael Bowen
Michael Wilkes2
Tommy McKeith3
Neville Power4
A
19
24
24
24
19
5
5
B
17
23
24
24
19
4
4
A
1
-
1
2
-
1
1
B
-
-
1
2
-
1
1
A
-
-
3
2
2
1
1
B
-
-
3
2
2
1
1
1 Anthony Kiernan appointed as Non-Executive Chairman on 1 October 2022.
2 Michael Wilkes appointed as Non-Executive Director on 1 October 2022.
3 Tommy McKeith resigned as Non-Executive Chairman on 30 September 2022.
4 Neville Power resigned as Non-Executive Director on 30 September 2022.
A = the number of meetings the Director was entitled to attend
B = the number of meetings the Director attended
34
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
Directors’ interests
The following relevant interests of each Director in the share capital of the Company and its related body corporates as at the date of this report
are shown below:
Director
Options @
$1.00 Expiring
25/11/23
Options @
$1.14 Expiring
10/12/23
Options @
$1.00 Expiring
17/12/23
Options @
$1.05 Expiring
25/11/24
Options @
$1.22 Expiring
10/12/24
Options @
$1.05 Expiring
25/11/25
Ordinary
Shares
Anthony Kiernan
Raleigh Finlayson
Gerry Kaczmarek
Michael Bowen
Michael Wilkes
Jacqueline Murray1
-
-
58,334
-
-
-
1 Jacqueline Murray appointed as Non-Executive Director on 1 July 2023. She is an employee of Resource Capital Funds Management Pty Ltd., which is a subsidiary of the entity
that manages Resource Capital Fund VII L.P. (“RCF VII”). RCF VII beneficially owns 78,260,870 ordinary shares in Genesis Minerals Limited.
-
12,250,000
-
1,500,000
-
-
-
12,250,000
-
-
-
-
267,987
15,885,432
430,468
944,099
168,067
-
-
5,833,334
-
416,667
-
-
-
194,445
6,275
13,889
-
-
-
-
58,334
-
-
-
Shares Under Option
At the date of this report there are 40,351,529 unissued ordinary shares in respect of which options are outstanding. A reconciliation of the
movement in options during the year is as follows:
Balance at the beginning of the year
Movements of share options during the year
Exercise of Options:
Exercised at $1.00
Exercised at $1.06
Total number of options outstanding as at 30 June 2023
Exercise of Options
Exercised at $1.00
Total number of options outstanding at the date of this report
The balance is comprised of the following:
Expiry date
25 November 2023
10 December 2023
17 December 2023
25 November 2024
10 December 2024
25 November 2025
11 April 2026
27 May 2026
Total
Number of options
44,956,850
(2,754,800)
(155,001)
42,047,049
(1,695,520)
40,351,529
Exercise price
Number of options
$1.00
$1.14
$1.00
$1.05
$1.22
$1.05
$2.24
$2.24
9,297,263
213,335
1,557,596
12,250,000
213,335
15,250,000
1,420,000
150,000
40,351,529
At the date of this report there are no unissued ordinary shares in respect of which performance rights are outstanding. A reconciliation of the
movement in performance rights during the year is as follows:
Balance at the beginning of the year
Movement of performance rights during the year
Issue of performance rights
Exercise of performance rights
Cancellation of performance rights due to cessation of employment
Total number of performance rights outstanding as at 30 June 2023
Exercise of performance rights
Total number of performance rights outstanding at the date of this report
Genesis Minerals Limited – Annual Financial Report
Number of
performance rights
10,825,000
-
(3,608,331)
(125,001)
7,091,668
(7,091,668)
Nil
35
DIRECTORS’ REPORT
Dividends
No dividend was declared or paid during the current or previous year.
Business Development Strategy
Genesis has outlined a strategy to build a premium Australian gold miner marked by sustainable, high-quality production of +300,000 ounces per
annum. A re-invigorated Board and management team, outstanding exploration upside, and balance sheet strength ($181.5 million consolidated
cash (Dacian, $25.4m) at 30 June 2023) ensures Genesis is well positioned to achieve this vision.
As part of this strategy, Genesis completed two transformational transactions during the year. On 21st September 2022, Genesis announced it
had acquired a relevant interest in a majority of the shares in Dacian via a unanimously recommended off-market takeover bid (Offer). Post
obtaining control, Genesis progressively increased its interest in Dacian to hold a relevant interest of 80.08% when the Offer closed on 20th
February 2023.
Dacian is an ASX-listed Australian gold company focused on the Mt Morgans Gold Project located near Laverton, Western Australia. Mt Morgans
comprises a portfolio of open pit and underground Mineral Resources, a 2.9Mtpa conventional carbon-in-leach processing plant and highly
prospective exploration tenure.
On the 30th of June 2023 Genesis completed the acquisition of St Barbara’s Leonora operations including the high-grade Gwalia underground
mine, 1.4Mtpa Leonora mill and growth opportunities including the Tower Hill and Zoroastrian projects.
Operating and Financial Review
The principal activities of the Group during the period were gold mining and processing at Mt Morgans, exploration of its 100% owned tenement
packages at Laverton and Leonora and pre-development activities at the Ulysses and Admiral Gold Projects.
This financial report incorporates the results for Dacian as from the date of acquisition of control on 21 September 2022.
The consolidated net loss after tax for the year was $117.2 million (2022: Net loss $46.3 million).
A summary of the operating result for the Group is set out below.
Key Financial Result
Financial Performance
Sales revenue1
Cost of sales (excluding D&A)1,2
Exploration and growth
Corporate, admin and other costs
Adjusted EBITDA2
Impairment losses on assets
Depreciation and amortisation (D&A)
Net interest (expense)/income
Loss before tax
Income tax (expense)
Reported (loss) after tax
Financial Position
Cashflow used in operating activities
Cashflow used in investing activities
Cashflow from financing activities
Cash and cash equivalents3
Net assets
Basic earnings per share (cents per share)
30 June 23
$’000
30 June 22
$’000
Change
$’000
Change
%
76,963
(67,600)
(25,991)
(76,177)
(92,805)
(1,580)
(24,093)
1,247
(117,231)
-
(117,231)
(37,576)
(360,303)
563,298
181,538
851,825
(29.56)
-
-
(14,524)
(31,774)
(46,298)
-
(76)
20
(46,354)
-
(46,354)
(16,845)
(1,068)
23,066
16,119
28,638
(18.38)
76,963
(67,600)
(11,467)
(44,403)
(46,507)
(1,580)
(24,017)
1,227
(70,877)
-
(70,877)
(20,731)
(359,235)
540,232
165,419
823,187
(11.18)
-
-
79
140
100
-
31,601
6,135
153
-
153
123
33,636
2,342
1,026
2,874
61
1 Sales revenue and Cost of sales are reported for the first time for the inclusion of Dacian Gold Limited as from 21 September 2022.
2 Adjusted EBITDA is a measure of earnings before interest, losses on derivative financial instruments, taxes, depreciation and amortisation. Cost of sales
(excluding D&A) and EBITDA are non-IFRS financial information and are not subject to audit. These measures are included to assist investors to better
understand the performance of the business.
36
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
3 Cash balance includes $25,381,000 of cash held by Dacian. Genesis owns 80.08% of Dacian and the cash held by Dacian is not available for use by Genesis,
subject to acquiring 100% of Dacian. Cash balance excluding Dacian is $156,157,000.
Mt Morgans Gold Operation
For the period from 21 September 2022 to 30 June 2023 the Mt Morgans Gold Operation produced 22,378 ounces of gold at an All in Sustaining
Cost (AISC) of $2,338 per ounce (30 June 2022: nil).
Gold sales revenue (from 21 September 2022) of $76.7 million (2021: nil) was generated from the sale of 29,738 ounces at an average gold price
of $2,706 oz (2022: nil). Total cost of goods sold inclusive of amortisation and depreciation was $91.1 million (2022: $nil).
Ore feed to the processing plant was sourced from run of mine stockpiles and low-grade stockpiles. In March 2023 Dacian announced completion
of the transition from operations to explorer/developer with the processing plant and surrounding infrastructure placed on care and maintenance.
The following table summarises the production results for the period from 21 September 2022 to 30 June 2023:
Processing
Ore Milled
Head Grade
Recovery
Gold produced
Gold Sold
Discovery & Growth
30 June 23
30 June 22
1,389
0.60
83.7
22,378
29,738
-
-
-
-
-
kt
g/t
%
oz
oz
Development Projects – Admiral and Ulysses
Genesis has continued to rapidly advance its Admiral and Ulysses projects towards production. Development works are underway at the Admiral
open pit with first ore currently expected to be delivered in the December 2023 quarter to the Gwalia mill.
Following completion of the Ulysses West cutback and an intensive grade control drilling program, Ulysses is approaching readiness for
underground development.
Mt Morgans (Genesis 80.1%)
Dacian’s main exploration focus was completing the extension drilling program at the Jupiter mining complex, which continued to intersect
significant mineralisation within the syenite intrusive.
With the 2.9 Mtpa Mt Morgans processing plant currently on care and maintenance, Dacian remains focused on developing a low risk, sustainable
mine plan to enable the resumption of production.
Mining Services
During the year, Genesis established a fully owned subsidiary, Genesis Mining Services (GMS). GMS will be the vehicle to execute Genesis’
open pit owner-operator model.
GMS has taken delivery of a new open pit fleet to commence the development of the Admiral Project.
GMS is also in preliminary discussions with Dacian in relation to the potential future re-start of Dacian’s Jupiter open pit alongside the Mt Morgans
mill and other open pit opportunities in the Dacian portfolio.
Financial Position
Total cash at 30 June 2023 was $181.5 million (30 June 2022: $16.1 million), which includes $25.4 million held by Dacian. The Group’s working
capital position improved to $143 million (30 June 2022: $13 million) and the net asset position increased from $28.6 million at 30 June 2022 to
$851.8 million at 30 June 2023.
During the year Genesis increased its issued share capital by $911.4 million through the issue of shares for the takeover of Dacian Gold Limited,
acquiring the Leonora operations from St Barbara Limited and undertaking share placements.
Risk Management
The Board is responsible for ensuring that risks and also opportunities, are identified on a timely basis and that activities are aligned with the risks
and opportunities identified by the Board.
Genesis Minerals Limited – Annual Financial Report
37
DIRECTORS’ REPORT
The Board has a number of mechanisms in place to ensure that management’s objectives and activities are aligned with the risks identified by the
Board. These include the following:
•
•
Board approval of a strategic plan, which encompasses strategy statements designed to meet stakeholders needs and manage business
risk; and
Implementation of board approved operating plans and budgets and board monitoring of progress against these budgets.
Material Business Risk
This section outlines the key risks and uncertainties that could impact the Company and its ability to achieve its operating and financial objectives.
Genesis Group
Exploration
While the Board is of the view that the Company’s projects have the potential to provide significant mineralisation capable of supporting future
large-scale mining operations, there is no guarantee that further significant mineralisation will be identified and even if identified, that such
mineralisation can be successfully developed and economically mined. Exploration and drilling programs are designed to discover new exploration
targets for development, as well as improve confidence in existing targets throughout the development stages of exploration projects to feasibility
study level.
Exploration results that include drill results on wide spacings may not be indicative of the occurrence of a mineral deposit. Such results do not
provide assurance that further work will establish sufficient grade, continuity, metallurgical characteristics, and economic potential to be classed
as a category of mineral resource. The potential quantities and grades of drilling targets are conceptual in nature and, there has been insufficient
exploration to define a mineral resource, and it is uncertain if further exploration will result in the targets being delineated as mineral resources.
Development
In the event significant mineralisation is identified, and proceeds to mineral development, the Company’s financial performance will substantially
depend on the accuracy of the cost estimates for the proposed development, other current and future expansion, development, and infrastructure
plans, working capital requirements, the duration of relevant works program, government approvals, heritage approvals and clearances and
personnel and equipment availability. The cost and time forecast estimates are based on assumptions including those in relation to study costs,
scope and duration, the approvals process and timeline estimated, and operational issues, which are subject to uncertainty.
Any increase in capital/operating costs, study or development timelines, delays in obtaining any necessary approvals, supply chain disruptions,
sourcing of equipment and personnel could have an adverse impact on the Company’s performance. The Company intends to develop a new
operating regime for any future return to production at Mt Morgans, which reduces costs and maximises future cash flows, however, there can be
no guarantee that it will be successful in doing so and escalating costs and other factors such as technical difficulties, geological conditions,
adverse changes in government policy or legislation, or lack of access to sufficient funding may mean that identified resources are not economically
recoverable or may otherwise preclude the Company from successfully exploiting the resources.
Mining Risk and Mineral Resources and Ore Reserve Estimates
When compared with many industrial and commercial operations, mining and mineral processing projects are relatively high risk. Each orebody
is unique. The nature of mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining and processing can never be
wholly predicted. Estimations of the tonnes, grade and overall mineral content of a deposit are not precise calculations but are based on
interpretation of samples from drilling, which even at close drill hole spacing, represent a very small sample of the entire orebody. Ore reserve
and mineral resource estimates are therefore expressions of judgement based on knowledge, experience and industry practice. Though the
estimates may be accurate global approximations of gold content, localised grade variability may exist, which could result in short term deviations
from production expectations. By their very nature, ore reserve and mineral resource estimates are imprecise and depend to some extent on
interpretations, which may prove to be inaccurate. Reported estimates, which were valid when originally estimated, may alter significantly when
new information or techniques become available.
As the Company obtains new information through additional drilling and analysis, ore reserve and mineral resource estimates are likely to change.
This may result in alterations to the exploration, development and production plans of the Company which may, in turn, positively or negatively
affect the operations and financial position of the Company.
Whilst the Company intends to undertake exploration activities with the aim of defining new mineral resources, no assurances can be given that
exploration will result in the determination of a new resource. Even if a mineral resource is identified, no assurance can be provided that this can
be economically extracted.
38
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
Production, cost & capital estimates
The Company prepares estimates of future production, operating costs and capital expenditure relating to production at its operations. The ability
of the Company to achieve production targets or meet operating and capital expenditure estimates on a timely basis cannot be assured. The
assets of the Company are subject to uncertainty with regards to ore tonnes, grade, metallurgical recovery, ground conditions, operational
environment, funding for development, regulatory changes, accidents and other unforeseen circumstances such as unplanned mechanical failure
of plant and equipment. Failure to achieve production, cost or capital estimates, or material increases to costs, could have an adverse impact on
the Company's future cash flows, profitability and financial condition. The development of estimates is managed by the Company using a rigorous
budgeting and forecasting process. Actual results are compared with budgets and forecasts on a regular basis to identify drivers behind
discrepancies that may result in updates to future estimates.
Operational Risks
The existing and future operations of the Company, as with any other exploration, development or mining operations, are subject to a number of
uncertainties, including in relation to ore tonnes, grade, metallurgical recovery, actual realised values and grades of stockpiles (which are also
estimated), ground conditions, operational environment, funding for development, regulatory changes, weather (including flooding in the event of
heavy rainfall), accidents, difficulties in operating plan and equipment and other unforeseen circumstances such as unplanned mechanical failure
of plant or equipment. The Company is also considering a revised strategic mine plan for the Gwalia mine to optimise operational performance.
The ability to undertake, and the costs of, business operations for the Company may be affected by a variety of factors, including changing waste-
to-ore ratios, geotechnical issues, unforeseen difficulties associated with power supply, water supply and infrastructure, ore grade, metallurgy,
labour costs, changes to applicable laws and regulations, general inflationary pressures and currency exchange rates. Unforeseen cost increases
could result in the Company not realising its operational or development plans or in such plans costing more than expected or taking longer to
realise than expected. Any of these outcomes could have an adverse effect on the Company's operational or financial performance. Failure of the
Company to achieve production or cost estimates could have an adverse impact on the future cash flows, profitability, results of operations and
financial condition of the Company.
Native Title
In areas where native title exists or may exist, the ability of the Company to acquire a valid mining lease may also be subject to compliance with
the ‘right to negotiate’ process under the Native Title Act. Compliance with this process can cause delays in obtaining the grant of a mining lease
and does not ultimately guarantee that a mining lease will be granted. Attaining a negotiated agreement with native title claimants or holders to
facilitate the grant of a valid mining lease can add significantly to the costs of any development or mining operation.
Aboriginal Heritage
The ability of the Company to conduct activities on exploration or mining tenements is subject to compliance with laws protecting Aboriginal
heritage. Conduct of site surveys to ensure compliance can be expensive and subject to delays. If any Aboriginal sites are located within areas of
proposed exploration, mining or other activities, the Company’s ability to conduct those activities may be dependent on obtaining further regulatory
consents or approvals.
Tenement obligations
Tenements in Western Australia are governed by the Mining Act 1978 (WA). Each licence or lease is for a specific term and carries with it annual
expenditure and reporting commitments, as well as other conditions requiring compliance. Failure to meet these expenditure, work and reporting
commitments may render the tenements subject to forfeiture or result in the tenement holders being liable for penalties or fees. Further, if any
contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result
in dilution or forfeiture of Genesis’ interest in the projects.
Climate change and social risks
There are a number of climate-related factors that may affect the Company’s operations and proposed activities, including:
•
the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to
climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate
change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst
an array of possible restraints on industry that may further impact the Company and its profitability. While Genesis will endeavour to manage
these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences;
and
climate change may cause certain physical and environmental risks that cannot be predicted, including events such as increased severity
of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. All these risks
associated with climate change may significantly change the industry in which the Company operates.
•
Genesis Minerals Limited – Annual Financial Report
39
DIRECTORS’ REPORT
Establishment of strong relationships with the community and other stakeholders is fundamental to the long term success of the business.
Although the Company endeavours to conduct its business in a manner which respects those communities and ensures mutually beneficial
outcomes, its activities may have or be perceived to have an adverse impact on local communities, cultural heritage, the environment, or other
matters which may result in community concern, adverse publicity, activism, litigation or other adverse actions taken by community, environmental
or other action groups. Failure to maintain and build strong relationships and such adverse actions could affect the Company’s social licence to
operate, its reputation and lead to delays and increase costs which may adversely impact on operations, financial position and/or performance
and the market price of its Shares.
Access and third-party interests
The Company may be required to obtain the consent from the holders of third-party interests which overlay areas within its tenements, prior to
accessing or commencing any exploration or mining activities on the affected areas. No assurance can be given that necessary access will be
obtained when required or on acceptable terms.
Environmental liabilities and Occupational Health and Safety risk
The Company’s activities are subject to potential risks and liabilities associated with the potential pollution of the environment and the necessary
disposal of mining waste products resulting from mineral exploration. Insurance against environmental risk (including potential liability for pollution
or other hazards as a result of the disposal of waste products occurring from exploration) is not generally available to Genesis (or to other
companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the
satisfaction of any such liabilities would reduce funds otherwise available and could have a material adverse effect on the Company. Laws and
regulations intended to ensure the protection of the environment are constantly changing and are generally becoming more restrictive.
The mining industry has become subject to increasing occupational health and safety responsibility and liability. The potential for liability is a
constant risk. If the Company fails to comply with necessary OH&S legislative requirements, it could result in fines, penalties and compensation
for damages as well as reputational damage. Safety legislation may also change in a manner that may include requirements, in addition to those
now in effect, and a heightened degree of responsibility for companies and their Directors and employees.
Gold Price
The potential revenue of the Company is exposed to fluctuations in the gold price. Volatility in the gold price creates revenue uncertainty and a
fall in the spot gold price could adversely impact on the financial performance, financial position and prospects of the Company.
The risks associated with such fluctuations and volatility may be reduced by gold price hedging that the Company may undertake. A declining
gold price can also impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. The
development of new ore bodies, commencement of development projects and the ongoing commitment to exploration projects can all potentially
be impacted by a decline in the prevailing gold price. Even if a project is ultimately determined to be economically viable, the need to conduct
such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on the
results of operations and the financial condition of the Company.
Economic risks
The operating and financial performance of the Company will be influenced by a variety of general economic and business conditions, including
levels of consumer spending, oil prices, inflation, interest rates and exchange rates, supply and demand, industrial disruption, access to debt and
capital markets and government fiscal, monetary and regulatory policies. More generally, changes in general economic conditions may result from
many factors including government policy, international economic conditions, significant acts of terrorism, hostilities, war, pandemics or natural
disasters. A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business
demand, could be expected to have an adverse impact on the Company’s operating and financial performance and financial position.
Cyber risks
As with all organisations, the Company is reliant on information technology for the effective operation of its business. Any failure, unauthorised or
erroneous use of the Company’s information and/or information systems may result in financial loss, disruption or damage to its reputation.
Dacian specific
Water Supply and Management
Dacian’s water supply is sourced from a borefield managed under the tenement conditions imposed by DMIRS. Due to the presence of stygofauna
in the borefield used for Mt Morgans’, trigger and action limits were imposed on the borefield which, if reached, necessitate the implementation of
the stygofauna action plan which requires supplementary water sources, reduced borefield drawdown, and active exploration for a replacement
borefield, which will require significant additional capital funding. Adequate alternate water of a suitable quality is required to underpin future
40
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
processing and there is no guarantee that such alternate water supply will be found. Trigger and action levels have been reached at the borefield,
with the appropriate measures being undertaken to source alternative water of suitable quality.
Tailings storage facility (TSF)
Dacian’s current TSF design at Mt Morgans’ requires lifts on a 15-to-18-month basis using dried tails as the construction material, with the size of
the cells resulting in a very tight turnaround time between construction and deposition commencement. Any delays with commitment of capital
and to construction may put production from the Mt Morgans’ Processing Facility at risk. A new TSF site is likely to be required within 2 to 3 years
which will require a suitable site to be identified, approvals, capital funding and development. Any delays in development of a new TSF when
required may lead to delays or cessation of production from the Mt Morgans’ Processing Facility.
Significant Changes in the State of Affairs
Genesis completed two transformational transactions during the year including the takeover transaction with Dacian and the acquisition of the
Leonora operations from St Barbara Limited. The Company undertook capital raisings totalling $570 million associated with the Dacian and St
Barbara transactions.
Dacian is an ASX listed Australian gold company focused on the Mt Morgans Gold Project located near Laverton, Western Australia. Mt Morgans
comprises a portfolio of open pit and underground Mineral Resources, a 2.9Mtpa conventional carbon-in-leach processing plant, and highly
prospective exploration tenure. Open pit mining at Mt Morgans was suspended during the year ended 30 June 2022 and underground mining at
Mt Morgans ceased in the September 2022 quarter. In March 2023 Dacian announced completion of the transition from operations to
explorer/developer with the processing plant and surrounding infrastructure placed on care and maintenance.
This financial report incorporates 100% of the results for Dacian as from the date of acquisition of control on 21 September 2022.
On the 30th of June 2023 Genesis completed the acquisition of St Barbara’s Leonora operations including the high-grade Gwalia underground
mine, 1.4Mtpa Leonora mill and growth opportunities including the Tower Hill and Zoroastrian projects. Genesis paid St Barbara $370 million in
cash plus 205 million Genesis shares.
Events Subsequent to the Reporting Date
There has not arisen in the interval between the end of the reporting period and the date of this report, any item, transaction or event of a material
and unusual nature likely, in the opinion of the Directors of the Company, to affect substantially the operations of the Group, the results of those
operations or the state of affairs of the Group in subsequent financial years.
Likely Developments and Expected Results
All information regarding likely developments and expected results is contained in the “Operating and Financial Review” section in this report.
Environmental Regulation and Performance
The Group’s mining and exploration activities are subject to significant conditions and environmental regulations under the Commonwealth and
Western Australia State Governments. So far as the Directors are aware, all activities have been undertaken in compliance with all relevant
environmental regulations.
Officer’s Indemnities and Insurance
During the year the Company has paid an insurance premium to insure certain officers including those of the Company. The officers of the
Company covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal
proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Company.
The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the
liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy.
The Company has not provided any insurance for an auditor of the Company.
Proceedings on Behalf of The Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or
to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those
proceedings. No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the
Corporations Act 2001.
Genesis Minerals Limited – Annual Financial Report
41
DIRECTORS’ REPORT
Non-Audit Services
During the year the Company’s auditor, Hall Chadwick, provided no non-audit services. Where non-audit services are sought from the auditor the
directors seek assurance that the provision of non-audit services is compatible with the general standard of independence for auditors imposed
by the Corporations Act 2001.
Related Parties
On 21 September 2022, Genesis Minerals Limited secured a controlling interest in Dacian Gold Limited (“Dacian”) and appointed three
representative directors to the Dacian Board. As announced on 15 November 2022, the two companies entered into a secondment agreement
and a management services agreement designed to leverage off each other’s resources to secure synergies across the group. Any proposed
arrangements with Dacian are completed on an “arm’s length basis” and on reasonable commercial terms with protocols in place to manage
conflicts of interest.
Rounding off
The Company is of a kind referred to in ASIC Instrument 2016/191 dated 24 March 2016 and in accordance with that instrument, amounts in the
Financial Statements and Directors’ Report have been rounded to the nearest thousand dollars, unless otherwise stated.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act is set out on Page 58.
Corporate Governance
A copy of Genesis’ 2023 Corporate Governance Statement, which provides detailed information about governance, and a copy of Genesis’
Appendix 4G which sets out the Company’s compliance with the recommendations in the fourth edition of the ASX Corporate Governance
Council’s Principles and Recommendations
the Company’s website at
https://genesisminerals.com.au/corporate-governance .
the corporate governance section of
is available on
42
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
REMUNERATION POLICY
A review of the remuneration policy for Genesis was undertaken for FY24 to reflect the expanded business following the takeover of Dacian Gold
Limited and the acquisition of the Leonora operations from St Barbara Limited during the FY23 year.
The revised remuneration policy of Genesis Minerals Limited is designed to align executive objectives with shareholder and business objectives
by providing fixed and variable remuneration which may include specific long-term incentives based on key performance areas. The Board of
Genesis Minerals Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives
and directors to run and manage the Group.
The remuneration policy sets the terms and conditions for the Managing Director and other senior executives. All executives receive a base salary
(which is based on factors such as skills, experience and market relativities) and superannuation. The Board reviews executive packages annually
by reference to the Group's performance, executive performance and comparable information from industry sectors and other listed companies in
similar industries.
As previously reported, for FY23 the Board implemented an innovative and unique remuneration structure for the employment of the Managing
Director and certain key executives who were employed on a low, below market base salary with remuneration significantly weighted towards at-
risk performance-based components, ensuring the interests of the management team were strongly aligned with those of shareholders. These
performance-based incentives were set with growth-driven KPI’s. This approach was effective and appropriate given the position of the Group at
the time.
Now that Genesis has entered the ASX 200 and transitioned to being a gold producer, the Board have approved a remuneration structure that is
commensurate with industry peers, and still includes a heavier weighting towards at risk performance-based components. The policy is designed
to attract the highest calibre of executives and reward them for results in long-term growth in shareholder wealth. Refer to the section below titled
“Looking Ahead to FY24” for further details.
The Board may exercise discretion in relation to approving incentives, bonuses, options and performance rights and “clawback provisions” may
apply.
Directors and executives receive a superannuation guarantee contribution as required by the government, which for the year ended 30 June 2023
was 10.5% (unless otherwise stated), and do not receive any other retirement benefits. The superannuation guarantee contribution increased to
11% effective 1 July 2023. Payments of superannuation are capped at the superannuation contribution limit of $27,500.
All remuneration paid to directors and executives is valued at the cost to the Group and expensed. Options are valued using the Black-Scholes
methodology. Performance rights are valued by using the Company’s 5-day volume weighted average share price prior to the grant date. For each
performance hurdle with non-market conditions, a probability factor is assigned based on the Company’s estimate of the likelihood of the
performance hurdle being met. For the performance hurdles that have a market-based performance hurdle, a Monte Carlo Simulation technique
is utilised.
The Board policy is to remunerate Non-Executive directors at market rates for time, commitment and responsibilities. The Board determines
payments to the Non-Executive directors and reviews their remuneration annually, based on market practice, duties and accountability.
Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non-Executive directors is
subject to approval by shareholders at the Annual General Meeting (currently, $500,000 p.a).
PERFORMANCE BASED REMUNERATION
Directors and executives have previously been issued with options and performance rights (as applicable). Options were issued at a premium to
the Company’s share price and performance rights (issued to executives only) will only vest into fully paid ordinary shares if performance hurdles
are met (which may include ongoing employment requirements).
GROUP PERFORMANCE, SHAREHOLDER WEALTH AND DIRECTORS' AND EXECUTIVES' REMUNERATION
The remuneration policy has been tailored to increase the direct positive relationship between shareholders' investment objectives and executive's
performance. The Group will facilitate this process by executives (including the Managing Director) participating in incentive schemes to encourage
the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing shareholder wealth.
For FY24, the remuneration for Non-Executive directors will be reviewed and where required may be increased to appropriately reflect the size
and complexity of the Company’s operations.
Prior to 2023, the Group’s activities have primarily been involved with mineral exploration and pre-development activities. Shareholder wealth is
dependent upon exploration success and has fluctuated accordingly in addition to being influenced by broader market factors. In 2023 the Group
Genesis Minerals Limited – Annual Financial Report
43
DIRECTORS’ REPORT
transitioned to a gold producer following the takeover of Dacian Gold Limited and the acquisition of the Leonora operations from St Barbara
Limited.
The table below sets out the performance of the Group and the movement in the share price:
Net Loss
Share Price at Start of Year
Share Price at End of Year
2023
$’000
(117,231)
$1.265
$1.305
2022
$’000
2021
$’000
2020
$’000
2019
$’000
(46,354)
(16,350)
$0.681
$1.265
$0.521
$0.681
(5,851)
$0.231
$0.521
70,614
(7,037)
$0.431
$0.231
25,055
Undiluted Market Capitalisation at End
of Year
1,342,587
319,078
144,591
1 A 10:1 share consolidation was completed on 10 January 2022. This reduced the number of shares on issue and the Company’s share price increased approximately 10 times
its pre-consolidation share price. The comparative share prices have been restated to reflect the share consolidation for comparison purposes.
USE OF REMUNERATION CONSULTANTS
The Group did not employ the direct services of any remuneration consultants during the financial year ended 30 June 2023.
VOTING AND COMMENT MADE ON THE GROUP'S 2022 ANNUAL GENERAL MEETING
The Company received 97.41% of “yes” votes on its remuneration report for the 2022 financial year. The Company did not receive any specific
feedback at the AGM or throughout the year on its remuneration practices.
DETAILS OF REMUNERATION
Details of the remuneration of the directors and the key management personnel of the Group are set out in the following table.
Short-term benefits
Post-employment benefits
Share-based payments
2023
$
1,304,871
128,210
9,209,751
10,642,832
Short-Term
Salary, Fees & Bonus
$
Post Employment
Superannuation
$
Share-Based
Payments
Options and
Performance Rights
$
Total
$
Proportion of
Remuneration
Represented by
Share-Based
Payments
%
272,727
126,127
112,150
-
Directors
Anthony Kiernan (Non-Executive Chairman)1
2023
2022
Raleigh Finlayson (Managing Director)2
2023
2022
Gerard Kaczmarek (Non-Executive Director)3
76,005
2023
2022
32,877
Michael Bowen (Non-Executive Director)4
62,518
2023
2022
20,175
Michael Wilkes (Non-Executive Director)5
97,500
2023
2022
-
Tommy McKeith (Former Non-Executive Chairman)6
2023
2022
Michael Fowler (Former Managing Director)7
13,699
54,795
11,776
-
27,273
12,613
7,980
3,288
6,564
2,017
3,750
-
1,438
5,479
-
-
123,926
-
4,957,705
23,963,140
5,257,705
24,101,880
3,656
15,368
582,978
915,522
-
-
6,058
25,468
87,641
51,533
652,060
937,714
101,250
-
21,195
85,742
-%
-%
94.29%
99.42%
4.17%
29.82%
89.41%
97.63%
-%
-%
28.58%
29.70%
2022
$
1,081,499
76,172
27,751,524
28,909,195
Proportion of
Remuneration
Performance
Based
%
-%
-%
94.29%
0.97%
-%
-%
-%
-%
-%
-%
-%
-%
44
Genesis Minerals Limited – Annual Financial Report
Short-Term
Salary, Fees & Bonus
$
Post Employment
Superannuation
$
Share-Based
Payments
Options and
Performance Rights
$
9,041
10,548
-
13,938
-
13,938
-
556,351
2023
2022
Neville Power (Former Non-Executive Director)8
2023
2022
Craig Bradshaw (Former Non-Executive Director)9
2023
2022
Nicholas Earner (Former Non-Executive Director)10
2023
2022
Key Management Personnel
Morgan Ball (Chief Financial Officer)11
2023
2022
Troy Irvin (Corporate Development Officer)12
2023
2022
Lee Stephens (General Manager Laverton/GMS)13
2023
2022
Geoff James (Company Secretary)14
2023
2022
2023
2022
-
60,500
1,304,871
1,081,499
206,666
102,000
230,462
65,250
224,103
25,000
-
27,500
-
-
-
-
-
-
24,198
6,525
21,700
10,200
23,531
2,500
-
6,050
128,210
76,172
-
63,336
582,978
915,522
-
15,368
-
-
1,153,641
686,629
1,153,641
686,629
769,094
327,912
-
136,630
9,209,751
27,751,524
DIRECTORS’ REPORT
Proportion of
Remuneration
Represented by
Share-Based
Payments
%
-%
9.79%
98.47%
98.86%
-%
52.44%
-%
-%
81.92%
90.54%
83.48%
85.95%
75.64%
92.26%
-%
67.25%
Proportion of
Remuneration
Performance
Based
%
-%
9.79%
-%
-%
-%
-%
-%
-%
81.92%
13.49%
83.48%
12.81%
75.64%
19.20%
-%
13.99%
Total
$
-
647,187
592,019
926,070
-
29,306
-
13,938
1,408,301
758,404
1,382,007
798,829
1,016,728
355,412
-
203,180
10,642,832
28,909,195
1 Anthony Kiernan appointed as Non-Executive Chairman on 1 October 2022. Short-Term remuneration includes $17,128 received from Dacian Gold Limited for the period he
was appointed as Non-Executive Director from 28 September 2022 to 28 February 2023.
2 Raleigh Finlayson - refer to Page 47 for details of the valuation of options and performance rights.
3 Gerard Kaczmarek: Short-Term remuneration includes $13,487 received from Dacian Gold Limited for the period he was appointed as Non-Executive Director from 28
February 2023 to 30 June 2023.
4 Michael Bowen - refer to Page 47 for details of the valuation of options.
5 Michael Wilkes appointed as Non-Executive Director on 1 October 2022. Short-Term remuneration includes $37,500 received from Dacian Gold Limited for the period he was
appointed as Non-Executive Chairman from 1 July 2022 to 28 September 2022.
6 Tommy McKeith resigned as Non-Executive Chairman on 30 September 2022.
7 Michael Fowler resigned as Managing Director on 21 February 2022. Short-Term remuneration for the 2022 financial year included termination benefit of 12 months’ salary of
$302,500 as approved by shareholders and unused annual leave and long service leave entitlements of $85,986.
8 Neville Power resigned as Non-Executive Director on 30 September 2022. Refer to Page 47 for details of the valuation of options.
9 Craig Bradshaw resigned as Non-Executive Director on 19 November 2021.
10 Nicholas Earner resigned as Non-Executive director on 19 November 2021.
11 Morgan Ball: Short-Term remuneration includes the following:
$30,462 received from Dacian Gold Limited for the period he was appointed as Non-Executive Director from 28 September 2022 to 30 June 2023; and
$100,000 Business Development bonus for execution of Leonora consolidation strategy involving Dacian Gold and St Barbara.
12 Troy Irvin: Short-Term remuneration includes the following:
$6,666 received from Dacian Gold Limited for the period he was appointed as Non-Executive Director from 2 May 2023 to 30 June 2023; and
$100,000 Business Development bonus for execution of Leonora consolidation strategy involving Dacian Gold and St Barbara.
13 Lee Stephens: Short-Term remuneration includes the following:
$24,103 received from Dacian Gold Limited for the period he was appointed as Non-Executive Director from 28 September 2022 to 2 May 2023; and
$100,000 Business Development bonus for execution of Leonora consolidation strategy involving Dacian Gold and St Barbara.
14 Geoff James – ceased designation as key management person effective from 1 July 2022.
Directors and Key Management Personnel of the Group
Service agreements
Non-Executive Directors
On appointment to the Board, all Non-Executive directors enter into a service agreement with the Group in the form of a letter of appointment. The
letter summarises the Board policies and terms, including compensation, relevant to the office of director. Effective from 1 October 2022, the Non-
Genesis Minerals Limited – Annual Financial Report
45
DIRECTORS’ REPORT
Executive Chairman receives a fee of $140,000 per annum, inclusive of statutory superannuation, and Non-Executive Directors receive a fee of
$80,000 per annum, inclusive of statutory superannuation.
Executive Directors
Raleigh Finlayson has entered into an executive service agreement with the Company. He is engaged to provide services in the capacity of
Managing Director and CEO. Effective from 21 February 2022, Mr Finlayson’s salary was set at $300,000 inclusive of statutory superannuation.
Mr Finlayson is eligible to participate in short-term and long-term incentive arrangements offered by the Company from time to time. For FY23
there were no short-term incentives set. In regard to long-term incentives, Mr Finlayson was previously issued with 3,000,000 performance rights,
with a five-year term, to vest in three tranches:
•
•
•
1/3rd on Genesis announcing that it or its subsidiaries (GMD Group) have delineated a JORC Code 2012 Mineral Resource of a minimum
of 2,500,000oz of gold;
1/3rd on Genesis announcing that the GMD Group has delineated a JORC Code 2012 Ore Reserve of a minimum of 1,000,000oz of
gold; and
1/3rd on the first production of gold by the GMD Group.
Mr Finlayson is entitled to a minimum notice period of six months from the Company and the Company is entitled to a minimum notice period of
three months. Mr Finlayson may terminate his agreement if the Company seeks to materially downgrade employment conditions. On the
occurrence of certain events, Mr Finlayson is entitled to a severance payment for past services rendered equal to the maximum sum payable in
accordance with the formula specified in section 200G of the Corporations Act and subject to ASX Listing Rules.
Executives
In relation to FY23, the Company entered into executive service agreements with the following executives:
Name
Morgan Ball
Troy Irvin
Role
Chief Commercial Officer (now CFO)
Corporate Development Officer
Lee Stephens
General Manager Projects and Operations
Long-Term Performance Based
Incentives
Base Salary
(excluding
superannuation)
Number of
Performance
Rights
$100,000
$100,000
$100,000
1,800,000
1,800,000
1,200,000
Number of
Options
540,000
540,000
240,000
With the Group transitioning to a gold producer, for FY24 a remuneration review for executives against relative peers and market trends was
conducted with fixed remuneration for executive KMP increased accordingly.
Executives are eligible to participate in short-term and long-term incentive arrangements offered by the Company from time to time. Refer to
Looking Ahead to FY24 for more information regarding KMP remuneration for FY24.
The above executives have previously been issued with performance rights under the Company’s Incentive Performance Rights Plan, with a five
year term, to vest in three tranches:
•
•
•
1/3rd on Genesis announcing that it or its subsidiaries (GMD Group) have delineated a JORC Code 2012 Mineral Resource of a minimum
of 2,500,000oz of gold;
1/3rd on Genesis announcing that the GMD Group has delineated a JORC Code 2012 Ore Reserve of a minimum of 1,000,000oz of gold;
and
1/3rd on the first production of gold by the GMD Group.
In addition, the executives have agreed to a 3-year escrow period to be applied from the date of issue of the performance rights for any shares
issued under the Company’s Incentive Performance Rights Plan and the executives are required to remain employed with the Company for this
period to benefit from the above performance rights.
The executives have been issued with options under the Company’s Incentive Option Plan. The options were issued with an exercise price of
$2.24, which was a 45% premium to a 20-trading day VWAP of the Company’s shares. The options vested on issue and expire four years after
the issue date. None of these options have been exercised at the date of this report.
The executives are entitled to a minimum notice period of three months from the Company and the Company is entitled to a minimum notice
period of two months. The executives may terminate their agreement if the Company seeks to downgrade their employment conditions. On the
occurrence of certain events, the executives are entitled to a severance payment for past services rendered equal to six months base salary, and
if required, the severance payment will be reduced in accordance with the formula specified in section 200G of the Corporations Act and subject
46
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
to ASX Listing Rules.
Options and Performance Rights Issued to Directors – September ’21: Strategic Funding and Board Restructure Initiative
On 22 September 2021, the Company announced a strategic funding and Board restructure initiative aimed at delivering the Company extensive
financial and management strength to grow into a mid-tier Australian gold company. The initiative was led by highly regarded gold mining executive
Mr Raleigh Finlayson, which saw him appointed as Managing Director and become a significant shareholder. Mr Finlayson is the former Managing
Director of Saracen Mineral Holdings (ASX: SAR) and Northern Star Resources (ASX: NST).
Mr Finlayson entered into a part-time consulting agreement with Genesis and shareholders approved the issue of 24.5 million unlisted options at
an exercise price of $1.05 with expiry dates of either three or four years.
Shareholders approved for Mr Finlayson to be issued with 3 million performance rights following his appointment as Managing Director, which
have vesting hurdles tied to the Company’s aims to grow into a mid-tier Australian gold company.
Shareholders approved for former FMG Managing Director and CEO Mr Neville Power and highly experienced corporate lawyer Mr Michael Bowen
to join the Board as Non-Executive Directors and each were issued with 1.5 million options at an exercise price of $1.05 with a four-year expiry.
Options
The fair value of the options issued to Mr Finlayson, Mr Power and Mr Bowen as compensation has been determined as at 19 November 2021
using a Black-Scholes option pricing model and the following inputs were used for the valuation:
Raleigh Finlayson
Options
Neville Power
Options
Michael Bowen
Options
Option Tranche
Number of options
Valuation date
Valuation date fair value
Valuation date share price
Exercise price
Expected volatility
Option life
Risk-free interest rate
Fair value of options
Fair value of options
(using share price at date of agreement)2
Tranche A
Tranche B
12,250,0001
19/11/21
$0.938
$1.521
$1.051
82.50%
3 years
0.95%
$11,490,500
12,250,0001
19/11/21
$0.999
$1.521
$1.051
78.80%
4 years
1.40%
$12,237,750
1,500,0001
19/11/21
$0.999
$1.521
$1.051
78.80%
4 years
1.40%
$1,498,500
1,500,0001
19/11/21
$0.999
$1.521
$1.051
78.80%
4 years
1.40%
$1,498,500
$3,981,250
$4,483,500
$549,000
$549,000
1 Balances have been restated for the consolidation of capital (10 to 1 basis) completed on 10 January 2022
2 As at 21 September 2021, being the date of agreement for the funding initiative, the Company’s share price was $0.73. As at the date of valuation of 19 November 2021 for
determining the value of share based payments, the Company’s share price had increased to $1.52. The increase in the Company’s share price during this period of over 100% has
led to a significant increase in the calculation of the fair value of the options compared to when the Company entered into the agreement. Pursuant to Australian Accounting Standards,
share based payments are required to be valued at grant date (being the date of shareholder approval). The fair value of options as at the date the Company entered into the
agreement with the parties has been determined using a share price of $0.73 with all other inputs of the valuation remaining unchanged.
Performance Rights
The fair value of the 3 million performance rights issued to Mr Finlayson as compensation has been determined by using the Company’s 5-day
volume weighted average share price as at the date he commenced as Managing Director on 21 February 2022 of $1.73 per share. For each
performance hurdle a probability factor was assigned based on the Company’s estimate of the performance hurdle being met. The value of the
performance rights of $5,192,595 is allocated to the Statement of Profit or Loss over the vesting period.
As at the date of valuation of 21 February 2022 for the performance rights, the Company’s 5 day volume weighted average share price was $1.73
compared to the Company’s share price of $0.73 as at the date of agreement for the funding initiative of 21 September 2021. The increase in the
Company’s share price during this period of over 100% has led to a significant increase in the calculation of the fair value of the performance
rights compared to when the Company entered into the agreement.
Equity instrument disclosures relating to directors and key management personnel
Options and performance rights provided as remuneration and shares issued on exercise/conversion of such options and performance rights
Options
28,920,000 options were issued during the previous financial year valued at $27,095,744. 155,001 options were exercised during the year (2022:
918,333), nil options lapsed during the year (2022: nil) and nil options expired (2022: nil).
Genesis Minerals Limited – Annual Financial Report
47
DIRECTORS’ REPORT
Details of the vesting profiles of the options granted as remuneration to directors and key management personnel of the Group are detailed below:
Number of
Options
Issued
Grant Date
Expiry
Date
Exercise
Price
in
Fair Value
Per Option
at Grant
Date
Year
Which
Grant
Vests
%
Vested
During
2023
%
Forfeited
During
2023
%
Exercised
During
2023
Directors of Genesis Minerals Limited
Raleigh Finlayson
Tranche A
Tranche B
Gerard Kaczmarek
Tranche 2
Tranche 3
Michael Bowen
12,250,000
25/11/2021
25/11/2024
12,250,000
25/11/2021
25/11/2025
58,334
10/12/2020
10/12/2023
58,334
10/12/2020
10/12/2024
$1.050
$1.050
$1.140
$1.220
$0.938
$0.999
$0.270
$0.305
2022
2022
2022
2023
-%
-%
-%
100%
Tranche 1
1,500,000
25/11/2021
25/11/2025
$1.050
$0.999
2023
100%
Tommy McKeith
Tranche 2
Tranche 3
Michael Fowler
Tranche 3
Neville Power
Tranche 1
Craig Bradshaw
Tranche 2
Tranche 3
96,667
10/12/2020
10/12/2023
96,667
10/12/2020
10/12/2024
$1.140
$1.220
$0.270
$0.305
2022
2023
-%
100%
360,000
13/12/2017
13/12/2021
$0.450
$1.520
2020
-%
1,500,000
25/11/2021
25/11/2025
$1.050
$0.999
2023
100%
58,334
10/12/2020
10/12/2023
58,334
10/12/2020
10/12/2024
$1.140
$1.220
$0.270
$0.305
2022
2023
-%
100%
Key Management Personnel
Morgan Ball
Tranche 1
Troy Irvin
Tranche 1
Lee Stephens
Tranche 1
540,000
11/4/2022
11/4/2026
$2.240
$1.082
2022
540,000
11/4/2022
11/4/2026
$2.240
$1.082
2022
240,000
11/4/2022
11/4/2026
$2.240
$1.082
2022
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
All balances, exercise prices and fair values in the above table have been restated as required for the consolidation of capital (10 to 1 basis) completed on 10 January 2022.
Share Holdings
The number of shares in the Company held during the financial year by each director of Genesis Minerals Limited and other key management
personnel of the Group, including their personally related parties, are set out below.
2023
Directors of Genesis Minerals Limited
Ordinary Shares
Anthony Kiernan1
Raleigh Finlayson2
Gerard Kaczmarek3
Michael Bowen4
Michael Wilkes5
Tommy McKeith6
Neville Power7
Key Management Personnel
Ordinary Shares12
Morgan Ball8
Troy Irvin9
Lee Stephens10
Geoff James11
Balance at start of
the year
Received during the
year on the exercise
of options
Received during the
year on the exercise
of performance
rights
Other changes
Balance at end of
the year
-
12,055,556
388,974
861,112
-
1,352,004
1,990,343
602,779
602,778
138,550
96,446
18,088,542
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
-
-
-
-
-
600,000
600,000
400,000
-
2,600,000
192,987
829,876
41,494
82,987
-
82,988
290,458
145,228
207,469
124,481
-
1,997,968
192,987
13,885,432
430,468
944,099
-
1,434,992
2,280,801
1,348,007
1,410,247
663,031
96,446
22,686,510
48
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
1 Anthony Kiernan appointed as Non-Executive Chairman on 1 October 2022. “Other changes” consists of 82,987 shares held as at date of appointment as a director and 110,000
shares purchased on-market during the year.
2 Raleigh Finlayson – “Other changes” consist of shares acquired via a share placement.
3 Gerard Kaczmarek – “Other changes” consist of shares acquired via a share placement.
4 Michael Bowen – “Other changes” consist of shares acquired via a share placement.
5 Michael Wilkes appointed as Non-Executive Director on 1 October 2022.
6 Tommy McKeith – “Other changes” consist of shares acquired via a share placement. “Balance at end of the year” represents the balance on resignation date on 30 September
2022.
7 Neville Power – “Other changes” consist of shares acquired via a share placement. “Balance at end of the year” represents the balance on resignation date on 30 September 2022.
8 Morgan Ball – “Other changes” consist of shares acquired via a share placement.
9 Troy Irvin – “Other changes” consist of shares acquired via a share placement.
10 Lee Stephens – “Other changes” consist of shares acquired via a share placement.
11 Geoff James – “Balance at end of the year” represents the balance on 1 July 2022 when ceased designation as a key management person.
12 Ordinary shares received on the exercise of performance rights are subject to an ongoing 3-year escrow period.
2022
Directors of Genesis Minerals Limited
Ordinary Shares
Tommy McKeith2
Raleigh Finlayson3
Gerard Kaczmarek4
Neville Power5
Michael Bowen6
Michael Fowler7
Craig Bradshaw8
Nicholas Earner9
Key Management Personnel
Ordinary Shares
Morgan Ball10
Troy Irvin11
Lee Stephens12
Geoff James13
Balance at start of
the year1
Received during the
year on the exercise
of options1
Received during the
year on the exercise
of performance
rights1
Other changes1
Balance at end of
the year
633,391
-
118,093
-
-
1,496,102
200,000
-
-
-
-
-
2,447,586
300,000
-
258,333
-
-
360,000
-
-
-
-
-
-
918,333
-
-
-
-
-
400,000
-
-
-
-
-
-
400,000
418,613
12,055,556
12,548
1,990,343
861,112
63,205
-
-
602,779
602,778
138,550
96,446
16,841,930
1,352,004
12,055,556
388,974
1,990,343
861,112
2,319,307
200,000
-
602,779
602,778
138,550
96,446
20,607,849
1 Balances have been restated for the consolidation of capital (10 to 1 basis) completed on 10 January 2022 with applicable rounding applied.
2 Tommy McKeith – “Other changes” consist of shares acquired via a share placement and entitlement offer.
3 Raleigh Finlayson appointed as a part-time consultant on 21 September 2021 and appointed as Managing Director on 21 February 2022. The balance in “Other changes” consists
of shares held as at date of appointment as Managing Director which includes shares acquired via a share placement and entitlement offer.
4 Gerard Kaczmarek – “Other changes” consists of shares acquired via an entitlement offer.
5 Neville Power appointed as Non-Executive Director on 19 November 2021. The balance in “Other changes” consists of shares held as at date of appointment as a director which
includes shares acquired via a share placement and entitlement offer.
6 Michael Bowen appointed as Non-Executive Director on 19 November 2021. “Other changes” consist of shares acquired via a share placement and entitlement offer.
7 Michael Fowler – “Balance at end of year” represents the balance on resignation date on 21 February 2022.
8 Craig Bradshaw – “Balance at end of year” represents the balance on resignation on 19 November 2021, restated for the consolidation of capital (10 to 1 basis) completed on 10
January 2022.
9 Nicholas Earner – “Balance at end of year” represents the balance on resignation on 19 November 2021.
10 Morgan Ball appointed as part-time consultant on 31 January 2022 and appointed as Chief Commercial Officer on 1 April 2022. The balance in “Other changes” consists of shares
held as at 1 April 2022 which includes shares acquired via a share placement and entitlement offer.
11 Troy Irvin commenced as part-time consultant on 28 October 2021 and appointed as Corporate Development Officer on 1 April 2022. The balance in “Other changes” consists of
shares held as at 1 April 2022 which includes shares acquired via a share placement and entitlement offer.
12 Lee Stephens appointed as General Manager Projects and Operations on 1 April 2022. The balance in “Other changes” consists of shares held as at 1 April 2022 which includes
shares acquired via an entitlement offer.
13 Geoff James, CFO and Company Secretary, has been designated as a key management person effective from 4 April 2022 as per the ASX announcement of the same date titled
“Open For Business – Corporate Presentation”. The balance in “Other changes” consists of shares held as at 4 April 2022 which includes shares acquired via a share placement and
entitlement offer.
Option Holdings
The number of options over ordinary shares in the Company held during the financial year by each director of Genesis Minerals Limited and other
key management personnel of the Group, including their personally related parties, are set out below:
Genesis Minerals Limited – Annual Financial Report
49
DIRECTORS’ REPORT
Balance at start
of the year
2023
Directors of Genesis Minerals Limited
Options
Anthony Kiernan
Raleigh Finlayson
Gerard Kaczmarek
Michael Bowen
Michael Wilkes1
Tommy McKeith2
Neville Power3
Key Management Personnel
Options
Morgan Ball
Troy Irvin
Lee Stephens
Geoff James4
-
30,527,779
122,943
1,930,556
-
499,309
2,365,437
841,390
841,390
242,235
118,223
37,489,262
Granted as
compensation
Exercised
Other changes
Balance at end
of the year
Vested and
exercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,527,779
122,943
1,930,556
-
499,309
2,365,437
841,390
841,390
242,235
118,223
37,489,262
-
30,527,779
122,943
1,930,556
-
499,309
2,365,437
841,390
841,390
242,235
118,223
37,489,262
1 Michael Wilkes appointed as Non-Executive Director on 1 October 2022.
2 Tommy McKeith – “Balance at end of the year” and “Vested and exercisable” represents the balance on resignation date on 30 September 2022.
3 Neville Power – “Balance at end of the year” and “Vested and exercisable” represents the balance on resignation date on 30 September 2022.
4 Geoff James – “Balance at end of the year” and “Vested and exercisable” represents the balance on 1 July 2022 when ceased designation as a key management person.
2022
Balance at start
of the year1
Granted as
compensation1
Exercised1
Other changes1,2
Balance at end
of the year
Vested and
exercisable
Directors of Genesis Minerals Limited
Options
Tommy McKeith
Raleigh Finlayson3
Gerard Kaczmarek
Neville Power4
Michael Bowen5
Michael Fowler6
Craig Bradshaw7
Nicholas Earner8
Key Management Personnel
Options
Morgan Ball9
Troy Irvin10
Lee Stephens11
Geoff James12
590,001
-
375,001
-
-
360,000
175,001
-
-
-
-
-
1,500,003
-
24,500,000
-
1,500,000
1,500,000
-
-
-
540,000
540,000
240,000
100,000
28,920,000
(300,000)
-
(258,333)
-
-
(360,000)
-
-
-
-
-
-
(918,333)
209,308
6,027,779
6,275
865,437
430,556
-
-
-
301,390
301,390
2,235
18,223
8,162,593
499,309
30,527,779
122,943
2,365,437
1,930,556
-
175,001
-
841,390
841,390
242,235
118,223
37,664,263
402,642
30,527,779
64,609
865,437
430,556
-
116,668
-
841,390
841,390
242,235
118,223
34,450,929
1 Balances have been restated for the consolidation of capital (10 to 1 basis) completed on 10 January 2022 with applicable rounding applied.
2 “Other changes” consists of the issue of free attaching options for participation in a share placement and entitlement offer.
3 Raleigh Finlayson appointed as a part-time consultant on 21 September 2021 and appointed as Managing Director on 21 February 2022.
4 Neville Power appointed as Non-Executive Director on 19 November 2021.
5 Michael Bowen appointed as Non-Executive Director on 19 November 2021.
6 Michael Fowler – "Balance at end of the year” and “Vested and exercisable” represents the balance on resignation date on 21 February 2022.
7 Craig Bradshaw – "Balance at end of the year” and “Vested and exercisable” represents the balance on resignation date on 19 November 2021.
8 Nicholas Earner – "Balance at end of the year” and “Vested and exercisable” represents the balance on resignation date on 19 November 2021.
9 Morgan Ball appointed as part-time consultant on 31 January 2022 and appointed as Chief Commercial Officer on 1 April 2022.
10 Troy Irvin commenced as part-time consultant on 28 October 2021 and appointed as Corporate Development Officer on 1 April 2022.
11 Lee Stephens appointed as General Manager Projects and Operations on 1 April 2022.
12 Geoff James, CFO and Company Secretary, has been designated as a key management person effective from 4 April 2022 as per the ASX announcement of the same date titled
“Open For Business – Corporate Presentation”.
50
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
Performance Rights
10,825,000 Performance rights were issued during the previous financial year to the Managing Director, Key Management Personnel and
employees under the Company’s Incentive Performance Rights Plan. The amount expensed during the year to the Statement of Profit or Loss
was $10,078,134 (2022: $536,240). 3,608,331 performance rights vested and were exercised into shares during the year (2022: 1,065,000) and
125,001 performance rights were cancelled or lapsed during the year (2022: 285,000).
The performance rights that were issued during the previous financial year had their valuation measured by using the Company’s 5 day volume
weighted average share price at the date of issue. For each performance hurdle a probability factor was assigned based on the Company’s
estimate of the performance hurdle being met.
The value of the performance rights is allocated to the Statement of Profit or Loss over the vesting period.
The performance rights will only vest into fully paid ordinary shares if the following relevant performance hurdles are met prior to the expiry date:
Performance Hurdles
Tranche 1
Performance Rights will each vest and convert into one fully paid ordinary share in the Company (Share) upon the public
announcement by the Company that the group of companies comprising the Company and its subsidiaries from time to
time (GMD Group) has delineated a JORC Code 2012 Mineral Resource of a minimum of 2,500,000oz of gold
Tranche 2
Performance Rights will each vest and convert into one Share upon the public announcement by the Company that the GMD
Group has delineated a JORC Code 2012 Ore Reserve of a minimum of 1,000,000 oz of gold
Tranche 3
Performance Rights will each vest and convert into one Share upon the first production of gold by the GMD Group
The performance hurdles for all three tranches of performance rights issued in 2022 were met during the year following the takeover of Dacian
Gold Limited and the acquisition of the Leonora operations from St Barbara Limited. Shares were issued for the vested tranche 1 performance
rights during the year with the shares for the vested tranche 2 and tranche 3 performance rights issued in July 2023.
Performance Rights Holdings
The number of performance rights held during the financial year by each director of Genesis Minerals Limited and other key management
personnel of the Group, including their personally related parties, are set out below:
Year Ended
30 June 2023
Balance at
start of the
year
Granted as
compensation
Exercised
Lapsed /
Expired
Other
Changes
Balance at
end of the
year
Vested and
exercisable
-
(1,000,000)
-
-
2,000,000
3,000,000
Directors of Genesis Minerals Limited
Performance Rights
Raleigh Finlayson
Key Management Personnel
Performance Rights
Morgan Ball
Troy Irvin
Lee Stephens
Geoff James1
(600,000)
(600,000)
(400,000)
-
(2,600,000)
1 Geoff James - "Balance at end of the year” and “Vested and exercisable” represents the balance on 1 July 2022 when ceased designation as a key management person.
1,800,000
1,800,000
1,200,000
500,000
8,300,000
1,200,000
1,200,000
800,000
500,000
5,700,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Genesis Minerals Limited – Annual Financial Report
51
DIRECTORS’ REPORT
Year Ended
30 June 2022
Balance at
start of the
year1
Granted as
compensation
Exercised
Lapsed /
Expired
Other
Changes
Balance at
end of the
year
Vested and
exercisable
-
500,000
Directors of Genesis Minerals Limited
Performance Rights
Raleigh Finlayson2
Michael Fowler
Key Management Personnel
Performance Rights
Morgan Ball3
Troy Irvin4
Lee Stephens5
Geoff James6
-
-
-
-
500,000
3,000,000
-
-
(400,000)
-
(100,000)
1,800,000
1,800,000
1,200,000
500,000
8,300,000
-
-
-
-
(400,000)
-
-
-
-
(100,000)
-
-
-
-
-
-
-
3,000,000
-
1,800,000
1,800,000
1,200,000
500,000
8,300,000
-
-
-
-
-
-
-
1 Balances have been restated for the consolidation of capital (10 to 1 basis) completed on 10 January 2022 with applicable rounding applied.
2 Raleigh Finlayson appointed as a part-time consultant on 21 September 2021 and appointed as Managing Director on 21 February 2022.
3 Morgan Ball appointed as part-time consultant on 31 January 2022 and appointed as Chief Commercial Officer on 1 April 2022.
4 Troy Irvin commenced as part-time consultant on 28 October 2021 and appointed as Corporate Development Officer on 1 April 2022.
5 Lee Stephens appointed as General Manager Projects and Operations on 1 April 2022.
6 Geoff James, CFO and Company Secretary, has been designated as a key management person effective from 4 April 2022 as per the ASX announcement of the same date titled
“Open For Business – Corporate Presentation”. Performance rights received prior to this date is not included in the above table.
Loans to directors or key management personnel
There were no loans to directors or key management personnel during the year. (2022: nil).
Other key management personnel transactions with Directors and Director-related entities
Key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over
the financial or operating policies of these entities.
Two of these entities transacted with the Group in the reporting period. The terms and conditions of the transactions with key management
personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on
similar transactions to non-key management personnel related entities on an arm’s length basis.
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control
or significant influence were as follows:
Key Management Person
Transaction
Transaction Value
Balance Outstanding as at
2023
$
2022
$
30 June 2023
$
30 June 2022
$
Michael Bowen1
Neville Power2
Legal Fees
1,103,772
Consulting Fees
-
36,288
18,875
3,699
-
91,530
-
1 Payable to Thomson Geer, a firm in which Michael Bowen is a partner. Balance outstanding represents the amount of work performed but not invoiced until after the end of the
financial year.
2 Payable to Omnia Pty Ltd, a company in which Neville Power is a director and shareholder.
LOOKING AHEAD TO FY24
With the transition to a gold producer for FY24, the Group carried out a review of their executive remuneration arrangements with relative peers
and market trends in order to remain externally competitive and protect shareholder interests (both short and long term). The Group aims to
attract, retain and reward high calibre and high performing executives who are vital to delivering a sustainable business and achieve its strategic
objectives and maximise shareholder value.
Non-Executive Director remuneration will be determined via an appropriate benchmarking process with Non-Executive Directors encouraged to
invest in the Company’s shares. Executive remuneration comprises of both fixed and ‘at risk’ components to ensure an appropriate amount of
remuneration is linked to the performance and success of the Group and thereby align the interests of executives and shareholders.
52
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
Short term and long term incentives are integral to a competitive total remuneration package and ensures a significant portion of executive
remuneration is ‘at risk’ based on challenging performance measures.
Managing Director
Mr Finlayson’s fixed remuneration will increase from 1 July 2023, to $900,000 per annum exclusive of superannuation. This will be reduced to
$750,000 per annum, exclusive of superannuation if shareholder approval is received for the one-off, long dated strategic & growth retention rights
at the November 2023 Annual General Meeting.
Mr Finlayson will be eligible to participate in short-term, long-term, and other incentive arrangements offered by the Company from time to time
with the following arrangements proposed for FY24 subject to shareholder approval where applicable:
Short Term Incentive (STI)
Up to 100% of Total Fixed Remuneration (TFR)
Long Term Incentive (LTI)*
Up to 150% of Total Fixed Remuneration (TFR)
*Subject to Shareholder approvals at November 2023 AGM
Strategic & Growth Retention
Rights (RR)* (One-off issue)
Target of 200% of Total Fixed Remuneration (TFR) per Tranche assessed against agreed
performance measures
Tranche 1 – 4 year performance period (1 July 2023 to 30 June 2027)
Tranche 2 – 5 year performance period (1 July 2023 to 30 June 2028)
*Subject to Shareholder approvals at November 2023 AGM
Other KMP executives fixed remuneration will increase from 1 July 2023 as follows:
Name
Role
Morgan Ball
Chief Financial
Officer
Base Salary
(excluding
superannuation)
$550,000
Long Term Incentive
(LTI)*
Strategic & Growth Retention Rights (RR)
(one-off issue)
Up to 100% of Total Fixed
Remuneration (TFR)
Target of 200% of Total Fixed Remuneration
(TFR) per Tranche assessed against agreed
performance measures.
•
Tranche 1 - 4 year performance period
(1 July 2023 to 30 June 2027)
Tranche 2 - 5 year performance period
(1 July 2023 to 30 June 2028)
•
Troy Irvin
Corporate
Development
Officer
$325,000
Up to 100% of Total Fixed
Remuneration (TFR)
Target of 200% of Total Fixed Remuneration
(TFR) per Tranche assessed against agreed
performance measures.
•
Tranche 1 - 4 year performance period
(1 July 2023 to 30 June 2027)
Tranche 2 - 5 year performance period
(1 July 2023 to 30 June 2028)
•
Short Term Incentives (STI) for FY24
For FY24 the Group will implement a short-term incentive plan aligned with the growth of the business. Group measures, based on exceeding
the Company’s FY24 Budget targets, have been set and are detailed below.
The performance is measured relative to the budget with threshold, target, and stretch cases considered.
For any STI to be paid, the gateway of ‘no fatalities’ within the Group must be passed.
The STIs are payable at the absolute discretion of the Board. There are several modifiers considered by the Board which may result in a
downward reduction in the STIs paid.
KPI
License to Operate
Safety – 50%
Weighting
25%
Performance Measures
For this STI to be considered for payment there must be:
• No catastrophic or major environmental event effecting the Groups licence
to operate.
Genesis Minerals Limited – Annual Financial Report
53
DIRECTORS’ REPORT
KPI
Environment – 50%
Weighting
Performance Measures
• There is a downward trend / reduction to the rolling Total Recordable Injury
Gold Production
25%
AISC
25%
Rate (TRIFR) – for the Performance Period.
• TRIFR decreases by up to 10% = 50% of target
• TRIFR decreases by >10-15% = 80% of target
• TRIFR decreases by >15% or more = 100% of target
• There are no serious Environmental regulatory non-compliances recorded or
reputational damage over the Performance Period.
• Any recorded incident is managed, does not result in actions taken
by regulatory bodies, or result in reputational damage = 70% of
target
• Compliance with license conditions and there is no reputational
damage = 100% of target
• Gold Production for the Performance Period meets or exceeds budget.
• Gold Production measured by total gold recovered as reconciled at the end
of the Performance Period.
• Production above budget by 10% = 100% of target
• Production above budget by between 5% and 10% = 80% of target
• Production above budget by less than 5% = 70% of target
• Production equal to budget = 50% of target
Production below budget = 0% of target
• AISC for the Performance Period is at or below budget.
• Costs below budget by >10% = 100% of Target
• Costs below budget by between 5% and 10% = 80% of Target
• Costs below budget by < 5% = 70% of Target
• Costs at budget = 50% of target
Costs above budget = 0% of Target
Cash Balance
25%
• Improve balance sheet strength by exceeding budgeted closing cash1
balance as of 30 June 2024.
• Exceed budgeted cash balance by 20% = 100% of Target
• Exceed budgeted cash balance by 15% = 75% of target
• Exceed budgeted cash balance by 10% = 50% of Target
• At budgeted cash balance or exceed by up to 10% = 25% of target
Below budgeted cash balance = 0% of target
1 Subject to Board determination in relation to material unbudgeted items and normalised
accounting practices.
Long Term Incentives for FY24
Performance rights to be granted to KMP in respect of the 2024 financial year (FY24 Performance rights) will be offered pursuant to the Genesis
Equity Incentive Plan Rules approved by the Board, and the performance conditions set out below.
The performance measurement period is 1 July 2023 to 30 June 2026 with measures detailed below.
Measures
Share Price Growth (SPG)
Relative Total Shareholder Return (TSR)
Environmental Social Governance (ESG)
Return on Capital Employed (ROCE)
Weighting
20%
20%
30%
30%
The LTI opportunity for Executives or the vesting schedule for SPG, relative TSR, ESG and the ROCE measure will be assessed by the Board
at the end of the performance period.
54
Genesis Minerals Limited – Annual Financial Report
Measure
Share Price Growth
(SPG)
Weighting
20%
Vesting Conditions:
The proportion of the FY24 Performance rights that vest will be influenced by the Company’s SPG
over the three-year vesting period commencing 1 July 2023 and ending on 30 June 2026 as
outlined below:
DIRECTORS’ REPORT
• Below 20% increase - 0% vest
•
•
•
>20% to 40% increase - 0% to 50% vest pro-rata
>40% to 75% increase - 50% to 100% vest pro-rata
>75% increase - 100% vest
Relative Total
Shareholder Return
(TSR)
20%
The proportion of the FY24 Performance rights that vest will be influenced by the Company’s TSR
relative to the comparator group over the three-year vesting period commencing 1 July 2023 and
ending on 30 June 2026 as outlined below:
Relative Total Shareholder Return Vesting Conditions:
• Below 50th percentile TSR – Nil vest
• At 50th percentile TSR – 50% vest
•
• Above 75th percentile TSR – 100% vest
50th – 75th percentile TSR – pro-rata vest
The Peer Group comprises 12 companies that are of a similar size and complexity, with operations
and geographic footprint similar to Genesis Minerals Ltd.
FY24 Peer Companies for the Relative TSR measure:
Company
Bellevue
Calidus
Capricorn
De Grey
Evolution
Gold Road
1
2
3
4
5
6
ASX Code
BGL
CAI
CMM
DEG
EVN
GOR
Company
Ora Banda
Ramelius
Red 5
Regis
Silver Lake
Westgold
7
8
9
10
11
12
ASX Code
OBM
RMS
RED
RRL
SLR
WGX
Environmental Social
Governance (ESG)
30%
ESG Vesting Conditions
• Development and material implementation of the Groups inaugural
Vesting %
40%
sustainability report.
• Group Stakeholder engagement plan.
• Plan developed
• Plan implemented
• Group Aboriginal Heritage and Native Title engagement plan.
• Plan developed
• Plan implemented
• Set and deliver the Groups diversity measures including:
•
•
Increasing female representation
Increasing aboriginal employment in the overall workforce through
the implementation of training and development programs.
ROCE Vesting Conditions
•
Less than or equal to the average annual weighted average cost of
capital (WACC) over the three-year period commencing on 1 July 2023
• WACC (calculated as above) + 2.5%
• WACC (calculated as above) + between 2.5% and 6%
• WACC (calculated as above) + 6%
10%
10%
10%
10%
10%
10%
Vesting %
0%
50%
Pro-rata from
50% to 100%
100%
Return on Capital
Employed (ROCE)
30%
Genesis Minerals Limited – Annual Financial Report
55
DIRECTORS’ REPORT
One-off issue of Strategic & Growth Retention Rights (Refer ASX Announcement dated 26 June 2023)
To ensure the Group retains key executives required to deliver results and shareholder returns over a longer-term period, a once off retention
scheme in FY24 will be implemented, which is subject to shareholder approval in relation to Mr Finlayson.
Retention rights to be granted to KMP in respect of the 2024 financial year (FY24 Retention Rights) will be offered pursuant to the Genesis
Equity Incentive Plan Rules approved by the Board and the performance conditions set out below.
The performance measurement period is 1 July 2023 to 30 June 2027 for Tranche 1 and 1 July 2023 to 30 June 2028 for Tranche 2, being 4
and 5 years, with performance measures detailed below.
Tranche 1: 4-year performance period
Category
Share Price Growth
Relative TSR Growth1
Reserve Growth
Production Growth
Tranche 2: 5-year performance period
Category
Share Price Growth
Relative TSR Growth1
Reserve Growth
Production Growth
Split
25%
25%
25%
25%
Split
25%
25%
25%
25%
Vesting parameters
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Below 20% increase - 0% vest
>20% to 40% increase - 0% to 50% vest pro rata
>40% to 75% increase - 50% to 100% vest pro rata
>75% increase - 100% vest
Below 50th percentile - 0% vest
50th to 75th percentile - 50% to 75% vest pro rata
>75th percentile - 100% vest
Negative growth - 0% vest
Depletion replaced - 50% vest
Depletion replaced to a 20% increase - 50 to 100% vest pro rata
>20% increase - 100% vest
Production increase <75% - 0% vest
Production increase 75% to 100% - 0% to 50% vest pro rata
Production increase 100% to 150% - 50% to 100% vest pro rata
Production increase >150% - 100% vest
Vesting parameters
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Below 20% increase - 0% vest
>20% to 40% increase - 0% to 50% vest pro rata
>40% to 75% increase - 50% to 100% vest pro rata
>75% increase - 100% vest
Below 50th percentile - 0% vest
50th to 75th percentile - 50% to 75% vest pro rata
>75th percentile - 100% vest
Negative growth - 0% vest
Depletion replaced - 50% vest
Depletion replaced to a 20% increase - 50 to 100% vest pro rata
>20% increase - 100% vest
Production increase <75% - 0% vest
Production increase 75% to 100% - 0% to 50% vest pro rata
Production increase 100% to 150% - 50% to 100% vest pro rata
Production increase >150% - 100% vest
1 Peer companies as set out on page 55
Non-Executive Director Remuneration
A review of Non-Executive Director remuneration will be carried out in FY24. As current fees are inclusive of superannuation, changes to the
superannuation guarantee to 11% from 1 July 2023 will not have any impact on overall fees paid.
56
Genesis Minerals Limited – Annual Financial Report
DIRECTORS’ REPORT
END OF REMUNERATION REPORT
This report is made in accordance with a resolution of the Directors.
DATED at Perth this 15 day of September 2023
Raleigh Finlayson
Managing Director
Genesis Minerals Limited – Annual Financial Report
57
To the Board of Directors
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit director for the audit of the financial statements Genesis Minerals Limited for the financial year
ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• any applicable code of professional conduct in relation to the audit.
Yours Faithfully
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 15th day of September 2023
Perth, Western Australia
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
30 June
2023
$’000
Note
30 June
2022
$’000
2
3
3
21
3
13
3
3
4
Revenue
Cost of goods sold
Gross (loss)
Corporate employee expenses
Share-based employee expense
Borrowing and finance costs
Interest income
Exploration and growth
Other expenses
Loss on revaluation of investment in subsidiary
(Loss) before income tax
Income tax (expense) / benefit
Net (loss) for the period attributable to the members of the parent
entity
Other comprehensive income for the period, net of tax
Total comprehensive (loss) for the period attributable to the members
of the parent entity
Attributable to:
Equity holders of the parent
Non-controlling interests
(Loss) per share
76,963
(91,065)
(14,102)
(5,066)
(11,257)
(1,531)
2,741
(25,991)
(51,965)
(10,060)
(117,231)
-
(117,231)
-
(117,231)
(111,769)
(5,462)
(117,231)
-
-
-
(1,498)
(28,009)
(14)
33
(14,524)
(2,342)
-
(46,354)
-
(46,354)
-
(46,354)
(46,354)
-
(46,354)
Basic and diluted earnings per share attributable to ordinary equity holders
(18.38)
of the parent (cents per share)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
(29.56)
5
Genesis Minerals Limited 2023 Annual Report
59
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Consolidated
30 June
2023
$’000
Note
30 June
2022
$’000
Current assets
Cash and cash equivalents
Receivables
Inventories
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Exploration and evaluation assets
Mine properties
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Provisions
Borrowings
Total current liabilities
Non-current liabilities
Provisions
Borrowings
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to equity holders of the parent
Non-controlling interests
Total equity
8
9
10
11
12
13
14
15
16
17
16
17
20
20
181,538
4,021
31,949
217,508
190,314
8,908
195,320
404,446
798,988
1,016,496
66,358
3,814
4,364
74,536
83,148
6,987
90,135
164,671
851,825
1,011,428
40,051
(213,243)
838,236
13,589
851,825
16,119
243
-
16,362
359
-
22,017
-
22,376
38,738
3,208
198
-
3,406
6,694
-
6,694
10,100
28,638
100,045
30,067
(101,474)
28,638
-
28,638
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
60
Genesis Minerals Limited – Annual Financial Report
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
Issued
capital
$’000
Share-based
payments
Reserve
$’000
Note
Transactions
with non-
controlling
interests
reserve
$’000
Accumulated
losses
$’000
Total
$’000
Non-
controlling
interests
$’000
Total equity
$’000
Balance at 1 July 2021
76,971
2,058
Loss for the year
Other comprehensive income
Total comprehensive loss for
the year
Shares issued
Share issue costs
Share-based payments
expense
Balance at 30 June 2022
20
20
21
-
-
-
23,868
(794)
-
100,045
-
-
-
-
-
28,009
30,067
Balance at 1 July 2022
100,045
30,067
Loss for the year
Other comprehensive income
Total comprehensive loss for
the year
Shares issued
Share issue costs
Share-based payments
expense
Non-controlling interests arising
on a business combination
Acquisition of non-controlling
interests
20
20
21
7
7
-
-
-
921,832
(10,449)
-
-
-
-
-
-
-
-
11,257
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,273)
(55,120)
23,909
(46,354)
(46,354)
-
(46,354)
-
(46,354)
-
-
-
(101,474)
23,868
(794)
28,009
28,638
(101,474)
28,638
-
-
-
-
-
-
-
-
-
23,909
(46,354)
-
(46,354)
23,868
(794)
28,009
28,638
28,638
(111,769)
(111,769)
(5,462)
(117,231)
-
(111,769)
-
(111,769)
-
(5,462)
-
(117,231)
-
-
-
-
-
921,832
(10,449)
11,257
-
-
-
921,832
(10,449)
11,257
-
41,846
41,846
(1,273)
(22,795)
(24,068)
Balance at 30 June 2023
1,011,428
41,324
(1,273)
(213,243)
838,236
13,589
851,825
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Genesis Minerals Limited – Annual Financial Report
61
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated
30 June
2023
$’000
Note
30 June
2022
$’000
Cash flows from operating activities
Gold sales
Interest received
Other income
Interest paid
Payments for exploration and growth
Payments to suppliers and employees
Net cash (outflow) from operating activities
8
Cash flows from investing activities
Payments for exploration and evaluation assets
Payments for mine properties expenditure
Payments for plant and equipment
Proceeds from disposal of assets
Acquisition of subsidiary, net of cash acquired
Payment for acquisition of Leonora operations from St Barbara Limited
Net cash (outflow) from investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Share issue transaction costs
Repayment of borrowings
Proceeds from borrowings
Transaction costs associated with borrowings
Repayment of lease liabilities
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
8
8
80,374
2,442
414
(50)
(28,103)
(92,653)
(37,576)
(4,519)
(6,182)
(4,618)
9
26,665
(371,658)
(360,303)
566,328
(580)
(200)
-
(8)
(2,242)
563,298
165,419
16,119
181,538
-
33
130
-
(13,544)
(3,464)
(16,845)
(877)
-
(191)
-
-
-
(1,068)
23,418
(352)
-
-
-
-
23,066
5,153
10,966
16,119
The cash flows and cash balances for the year ended 30 June 2023 includes 100% of Dacian from the date of acquisition of control on 21
September 2022. The cash held by Dacian at 30 June 2023 of $25,381,000 is not available for use by Genesis, subject to acquiring 100% of
Dacian.
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
62
Genesis Minerals Limited 2023 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Basis of Preparation
Genesis Minerals Limited (“Genesis” or the “Company”) is a company limited by shares, incorporated and domiciled in Australia, whose shares
are publicly traded on the Australian Securities Exchange.
A description of the nature of operations and principal activities of Genesis and its subsidiaries (collectively, the “Group”) is included in the Directors’
Report, which is not part of these financial statements.
The financial statements were authorised for issue in accordance with a resolution of the Directors on 15 September 2023.
The principal accounting policies adopted in the preparation of the financial statements are set out in the notes below. These policies have been
consistently applied to all the years presented, except as referred to below.
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These
financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IASB”).
Historical cost convention
These financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial
assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties,
certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of these financial statements requires the use of certain critical accounting estimates. It also requires management to exercise
its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in notes.
Currency
The financial statements are presented in Australian dollars, which is Genesis’ functional and presentation currency.
Rounding of Amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission,
relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand
dollars ($’000) unless otherwise stated.
Goods and Services Tax (“GST”) and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax
authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable
to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable
from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New and amended accounting standards and policies adopted by the Group
Pursuant to Genesis Minerals Limited acquiring Dacian Gold Limited (refer to Note 7) the Group has adopted a number of new accounting policies
including dealing with gold sales, gold forward contracts delivery, costs of production, depreciation and amortisation, borrowing and finance costs,
inventories, leases and mine properties. Details of these policies are set out in the notes to the financial statements.
Apart from the above, the accounting policies and methods of computation adopted in the preparation of these financial statements are consistent
with those adopted and disclosed in the company’s annual financial report for the financial year ended 30 June 2022. Comparatives are reclassified
by the adoption of policies now relevant to the Group, however, there has been no financial effect from adoption of these policies on the
comparatives.
These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.
63
Genesis Minerals Limited 2023 Annual Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards
Board (‘AASB’) that are mandatory for the current period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Principles of Consolidation
The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year end is
contained in Note 23.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
Adjustments are made to bring into line any dissimilar accounting policies that may exist.
In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses
resulting from intra-group transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date
on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting.
Acquisition of Dacian
100% of the results of Dacian have been consolidated from the date of acquisition of control on 21 September 2022.
Other Accounting Policies
Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial
statements, are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer
commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements.
The Notes to the Financial Statements
The notes include information which is required to understand the financial statements and is material and relevant to the operations and the
financial position and performance of the Group. Information is considered relevant and material if, for example:
the amount is significant due to its size or nature;
the amount is important for understanding the results of the Group;
it helps to explain the impact of significant changes in the Group’s business; or
it relates to an aspect of the Group’s operations that is important to its future performance.
The notes are organised into the following sections:
•
•
•
•
•
• Performance for the year;
• Operating assets and liabilities;
• Capital structure and risk.
Other disclosures.
A brief explanation is included under each section.
Performance for the Year
This section of the notes provides further information on key line items relevant to the financial performance of the Group. It includes profitability,
the resultant return to shareholders via earnings per share and dividends.
Note 1 Segment Information
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors in assessing
performance and determining the allocation of resources.
Reportable segments disclosed are based on one operating segment. The Group’s sole activity is mineral production, exploration and development
of mineral interests in the Leonora region, wholly within Australia, therefore it has aggregated all operating segments into the one reportable
segment being mineral production, exploration and development.
64
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 2 Revenue
Accounting Policies
Gold Sales
Under AASB 15, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control
requires judgement. With the sale of gold bullion, this occurs when physical bullion, from a contracted sale, is transferred from the Company’s
account into the account of the buyer.
Revenue from contracts with customers
Gold Sales
Silver Sales
30 June
2023
$’000
76,752
211
76,963
30 June
2022
$’000
-
-
-
Gold forward contracts delivery commitments
During the financial year, Dacian policy allowed it to enter into gold forward sale contracts and put options to manage the gold price of a proportion
of gold sales. At 30 June 2023 there were no put options in place. The treatment of forward sale contracts is discussed further below.
The forward sale contracts are settled by the physical delivery of gold as per the contract terms. The gold forward sale contracts are accounted
for as gold sales contracts with revenue recognised once the gold has been delivered to the counterparties. Consistent with the gold sales revenue
recognition policy, the physical gold delivery contracts are considered to sell a non-financial item and therefore do not fall within the scope of
AASB 9: Financial Instruments. At 30 June 2023 there were no forward sale contracts in place.
Note 3 Expenses
Accounting Policies
Costs of production
Cash costs of production is a component of cost of goods sold and includes direct costs incurred for mining, processing and mine site
administration, net of costs capitalised to mine properties, pre-strip and production stripping assets. This category also includes movements in
the cost of inventory.
Cost of goods sold
Costs of production
Royalties
Depreciation of mine plant and equipment
Amortisation of mine properties
30 June
2023
$’000
30 June
2022
$’000
65,974
1,626
21,585
1,880
91,065
-
-
-
-
-
Depreciation & Amortisation
Depreciation is calculated on units of production, straight-line or written down value basis over the estimated useful life of the assets as follows:
Class of Fixed Asset
Useful Life
Office equipment and fixtures
Computer equipment & software
Motor Vehicles
Plant and equipment
3 - 4 years
2 - 4 years
3 years
3 - 10 years / units of production
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Mine properties are amortised on a unit-of-production basis over the reserve of the relevant mining area. The unit of account is tonnes of ore
mined.
Genesis Minerals Limited – Annual Financial Report
65
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 3 Expenses (continued)
Depreciation and Amortisation
Depreciation expense – recognised in cost of goods sold
Depreciation expense – other
Amortisation expense
Borrowing and finance costs
Unwind of rehabilitation and restoration provision discount
Bank charges
Interest expense on borrowings
Employee expenses
Corporate Employee expenses
Salaries and wages
Director fees and consulting expenses
Superannuation
Other employment expenses
Other expenses
Other expenses
Costs associated with Dacian takeover and acquisition of Leonora operations
from St Barbara1
Administration & corporate
Non-production depreciation
1 Costs include ~$32 million for estimated stamp duty on the acquisition of the Leonora operations.
Loss on revaluation of investment in subsidiary
Loss on remeasurement of the carrying value of the pre-control interest held in
Dacian Gold Limited using the closing share price of Genesis Minerals at the
date of control on 21 September 2022 of $0.965
30 June
2023
$’000
30 June
2022
$’000
21,585
628
1,880
24,093
1,213
37
281
1,531
3,309
432
493
832
5,066
43,307
8,030
628
51,965
10,060
10,060
-
76
-
76
13
1
-
14
768
156
322
252
1,498
882
1,384
76
2,342
-
-
Key estimates and assumptions
Unit-of-production method of depreciation/amortisation
The Group uses the unit-of-production basis when depreciating / amortising life-of-mine specific assets which results in a depreciation /
amortisation charge proportionate to the depletion of the anticipated remaining life-of-mine production. Each item’s economic life, which is
assessed annually, has due regard for both its physical life limitations and to present assessments of the available reserve of the mine property
at which it is located.
Borrowings and finance costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets
that necessarily take a substantial period of time to get ready for their use or sale. Other borrowing costs are expensed in the period in which
they are incurred.
66
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Income tax
Note 4
Accounting Policy
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date,
and any adjustment to tax payable in respect of previous years.
Tax Expense
Current tax expense
Deferred tax expense
Total income tax expense as per income statement
Numerical Reconciliation Between Tax Expense and Pre-Tax Net Profit of (Loss)
Net (loss) before tax
Corporate tax rate applicable
Income tax expense/(benefit) on above at applicable corporate rate
Increase/(decrease) in income tax due to tax effect of:
Share based payments
Non-deductible expenses
Current year tax losses not recognised
Derecognition of previously recognised tax losses
Non-assessable income
Movement in unrecognised temporary differences
Deductible equity raising costs
Income tax expense / (benefit) reported in Profit or Loss and Other Comprehensive
Income
30 June
2023
$’000
30 June
2022
$’000
-
-
-
(117,231)
30%
(35,169)
3,377
3,057
15,462
289
-
13,629
(645)
-
-
-
-
(46,354)
25%
(11,589)
7,003
230
4,839
-
(24)
(459)
-
-
Note 5 Earnings per Share
Accounting Policy
Earnings per share (“EPS”) is the amount of post-tax profit attributable to each share. The Group presents basic and diluted EPS data for
ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period.
Diluted EPS takes into account the dilutive effect of all potential ordinary shares, being unlisted employee share options and performance rights
on issue.
a) Basic earnings per share
b) Diluted earnings per share
c) (Loss) used in calculation of basic and diluted loss per share
(Loss) after tax from continuing operations
30 June
2023
30 June
2022
Cents
(29.56)
Cents
(29.56)
$’000
(111,769)
Cents
(18.38)
Cents
(18.38)
$’000
(46,354)
d) Weighted average number of shares
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted loss per share
No.
No.
378,135,183
235,531,324
Genesis Minerals Limited – Annual Financial Report
67
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 6 Dividends
No dividends were paid or proposed during the financial year ended 30 June 2023 (30 June 2022: nil).
Operating Assets and Liabilities
This section of the notes shows cash generation, the assets used to generate the Group’s trading performance and the liabilities incurred as a
result. Liabilities relating to the Group’s financing activities are addressed in the Capital Structure, Financial Instruments and Risk section (refer
to Note 17).
Note 7 Business combination and acquisition of non-controlling interests
Accounting Policy
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets
are acquired. The consideration transferred for the acquisition of a subsidiary comprises the: fair values of the assets transferred; liabilities incurred
to the former owners of the acquired business; equity interests issued by the Group; fair value of any asset or liability resulting from a contingent
consideration arrangement; and fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured
initially at their fair values at the acquisition date. The application of acquisition accounting requires significant judgement and estimates to be
made, which are discussed below. The Group engages independent third parties to assist with the determination of the fair value of assets
acquired, liabilities assumed, non-controlling interest, if any, and goodwill, based on recognised business valuation methodologies.
The income valuation method represents the present value of future cash flows over the life of the asset using:
•
•
•
•
financial forecasts, which rely on managements estimates of reserve quantities and exploration potential, costs to produce and develop
reserves, revenues, and operating expenses;
long-term growth rates;
appropriate discount rates; and
expected future capital requirements.
The market valuation method uses prices paid for a similar asset by other purchasers in the market, normalised for any differences between the
assets.
The cost valuation method is based on the replacement cost of a comparable asset at the time of the acquisition adjusted for depreciation and
economic and functional obsolescence of the asset and estimates of residual values.
The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-
controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the acquisition date fair value of
the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the
subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain
purchase.
If the initial accounting for the business combination is not complete by the end of the reporting period in which the acquisition occurs, an estimate
will be recorded. Subsequent to the acquisition date, but not later than one year from the acquisition date, the Group will record any material
adjustments to the initial estimate based on new information obtained that would have existed as of the date of the acquisition.
Acquisition of Dacian Gold Limited
On 5 July 2022, Genesis Minerals Limited (Genesis or GMD) announced its intention to acquire Dacian Gold Limited (Dacian or DCN) by way of
a unanimously recommended off-market takeover bid by Genesis for all of the fully paid ordinary shares in Dacian (Dacian Shares) (Offer).
Under the Offer, subject to the satisfaction or waiver of various conditions, Dacian Shareholders were entitled to receive 0.0843 fully paid ordinary
shares in Genesis (Genesis Shares) for every 1 Dacian Share held (Offer Consideration).
On 21 September 2022, Genesis announced it had acquired a relevant interest in a majority of the voting shares in Dacian. Accordingly, with the
Offer being unconditional, Genesis had acquired control of Dacian effective on 21 September 2022 with a relevant interest of 57.73%. Since
68
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
obtaining control, Genesis progressively increased its interest in Dacian to hold a relevant interest of 80.08% as at the Offer close date of 20
February 2023.
Genesis measured the non-controlling interest in Dacian at the proportionate share of its interest in Dacian’s identifiable net assets.
The fair value of the identifiable assets and liabilities of Dacian as at the date of acquisition of 21 September 2022 were as follows:
Cash and cash equivalents
Receivables
Inventories
Property, plant and equipment
Right-of-use assets
Exploration and evaluation assets
Mine properties
Deferred hedging assets
Total assets
Trade and other payables
Provisions – employee leave liabilities
Provisions - rehabilitation
Borrowings
Total liabilities
Total identifiable net assets at fair value
Non-controlling interest
Purchase consideration transferred
Net cash acquired with the subsidiary
Cash paid on initial placement in Dacian
Net cash flow on acquisition
Fair value recognised
on acquisition
$’000
39,254
2,201
21,659
83,503
9,311
17,258
7,215
1,260
181,661
33,680
1,723
37,449
9,805
82,657
99,004
41,846
57,158
Cash flow on
acquisition
$’000
39,254
(12,589)
26,665
The net assets recognised in the 30 June 2023 financial statements have been based on a provisional assessment of their fair value in accordance
with AASB 3. Genesis has 12 months from the date of acquisition to finalise the fair values of the net assets acquired.
From 21 September 2022 to 20 February 2023, Genesis acquired an additional 22.35% interest in Dacian, increasing its ownership interest to
80.08%. The additional interest acquired in Dacian is as follows:
Purchase consideration transferred
Carrying value of additional investment in Dacian
Difference recognised in transactions with non-controlling interests reserve
$’000
22,794
(24,067)
(1,273)
The financial results of Dacian have been consolidated into the Genesis group for the first time as from 21 September 2022. The acquisition of
Dacian contributed revenue of $76.9 million and a net loss of $24.8 million for the relevant period.
Acquisition of Leonora Operations from St Barbara Limited
Genesis announced on 17 April 2023 (and subsequently amended on 15 May 2023), that it had entered into a binding agreement with St Barbara
Limited (ASX:SBM) (St Barbara) to acquire St Barbara's Leonora operations in Western Australia (Leonora Acquisition). The Leonora
Acquisition included the acquisition of 100% of St Barbara’s shareholding in Bardoc Gold Pty Ltd.
Genesis Minerals Limited – Annual Financial Report
69
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Leonora Acquisition replaced the previously announced scheme of arrangement with St Barbara and the scheme implementation deed
between the parties was terminated.
The consideration for the Leonora Acquisition consisted of cash of $370 million (plus adjustments for agreed working capital position) and the
issue of 205 million Genesis shares.
In connection with the Leonora Acquisition, Genesis announced a capital raising of A$470 million (before costs) at a price of A$1.15 per share via
a two-tranche placement of fully paid ordinary shares (Shares) to professional and sophisticated investors (Placement).
All necessary shareholder approvals for the Leonora Acquisition and Placement were received on 20 June 2023 and the Leonora Acquisition
was completed on 30 June 2023.
Of the 205 million shares issued to St Barbara, 203,421,818 shares were subsequently transferred to shareholders of St Barbara Limited on 11
July 2023 pursuant to a pro rata in-specie distribution.
The consideration payable and the fair value of the identifiable assets and liabilities for the Leonora Acquisition as at the date of acquisition of
30 June 2023 were as follows:
Cash
Estimated working capital adjustment
Shares – 205 million valued at the closing price of Genesis on 30 June 2023 of $1.305
Total consideration
Receivables
Inventories
Property, plant and equipment
Right-of-use assets
Exploration and evaluation assets
Mine properties
Total assets
Provisions – employee leave liabilities
Provisions - rehabilitation
Provisions - royalty
Borrowings
Total liabilities
Total identifiable net assets at fair value
Cash paid on acquisition1
1 Cash paid to 30 June 2023 includes $1,658,000 for estimated working capital adjustment.
Consideration
$’000
370,000
16,102
267,525
653,627
Fair value recognised
on acquisition
$’000
1,419
31,814
110,069
1,380
156,902
389,978
691,562
4,817
30,215
1,523
1,380
37,935
653,627
Cash flow on
acquisition
$’000
371,658
The net assets recognised in the 30 June 2023 financial statements have been based on a provisional assessment of their fair value in accordance
with AASB 3. Genesis has 12 months from the date of acquisition to finalise the fair values of the net assets acquired.
70
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 8 Cash and Cash Equivalents
Accounting Policy
Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand. Cash equivalents are short-term, highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash
at bank earns interest at floating rates based on daily deposit rates.
Cash at bank1
Short-term deposits
30 June
2023
$’000
128,767
52,771
181,538
30 June
2022
$’000
16,099
20
16,119
1 Cash balance includes $25,381,000 of cash held by Dacian. Genesis owns 80.08% of Dacian and the cash held by Dacian is not available for use by Genesis,
subject to acquiring 100% of Dacian. Cash balance excluding Dacian is $156,157,000.
At 30 June 2023, $4,000,000 (30 June 2022: nil) was reserved on deposit as Restricted Cash with Westpac Banking Corporation in respect of a
cash backed guarantee for a Leonora operations supplier agreement.
At 30 June 2023, $199,888 (30 June 2022: nil) was reserved on deposit as Restricted Cash by Dacian with Australia and New Zealand Banking
Group Limited in respect of a cash backed bank guarantee.
There were no other amounts included in cash and cash equivalents that are held in reserve as at 30 June 2023.
Reconciliation of (loss) after tax to net cash (outflow) from operating activities:
(Loss) from ordinary activities after income tax
Depreciation and amortisation
Net loss on sale of assets
Impairment losses on assets
Loss on revaluation of investment in subsidiary
Share-based payments expense
Unwind of rehabilitation interest
Movement in assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventories
Increase/(decrease) in employee leave provisions
Increase/(decrease) in trade and other payables
Net cash (outflow) from operating activities
30 June
2023
$’000
30 June
2022
$’000
(117,231)
24,093
53
1,580
10,060
11,257
1,213
(3,778)
(31,949)
3,311
63,815
(37,576)
(46,354)
76
-
-
-
28,009
-
-
(138)
-
(35)
1,597
(16,845)
Non-Cash investing and financing activities
During the year Genesis issued 205 million shares valued at $267.52 million (refer Note 7) as part of the consideration to acquire the Leonora
operations from St Barbara Limited. 1.7 million shares valued at $2 million were issued as part of the consideration to purchase the vendor royalty
for the Ulysses Gold Project (refer Note 13).
Broker fees of $6.17 million for capital raisings completed during the year were deducted from the funds raised with only the net proceeds remitted
to Genesis.
Note 9 Receivables
Accounting Policy
Receivables are initially recognised at fair value and subsequently at the amounts considered receivable (financial assets at amortised cost).
Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due.
Genesis Minerals Limited – Annual Financial Report
71
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Group does not have trade receivables in relation to gold sales. Prepayments relate to annual insurance payments. The only material
receivables at year end are for GST and fuel tax credits receivable from the Australian Taxation Office and therefore, the Group is not generally
exposed to credit risk in relation to its receivables.
Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value.
GST receivable
Prepayments
Other receivables
30 June
2023
$’000
30 June
2022
$’000
1,418
2,123
480
4,021
76
117
50
243
Note 10 Inventories
Accounting Policy
Gold bullion, gold-in-circuit and ore stockpiles are physically measured or estimated and valued at the lower of cost and net realisable value. Cost
is determined by the weighted average method and comprises direct costs and an appropriate portion of fixed and variable overhead costs,
including depreciation and amortisation, incurred in converting ore into gold bullion. Net realisable value (“NRV”) is the estimated selling price in
the ordinary course of business (including delivery into scheduled hedges), less estimated costs of completion, depreciation, amortisation and the
costs of selling the final product, including royalties.
Consumable stores are valued at the lower of cost and net realisable value. The cost of consumable stores is measured on a first-in first-out
basis. Inventories expected to be sold (or consumed in the case of stores) within 12 months after reporting date are classified as current assets,
all other inventories are classified as non-current.
Ore Stockpiles(i)
Gold in circuit(i)
Mine spares and stores – cost
Provision for obsolescence(ii)
30 June
2023
$’000
30 June
2022
$’000
4,210
15,378
13,603
(1,242)
31,949
-
-
-
-
-
(i) Carried at net realisable value.
(ii) A provision for obsolescence for low value consumables maintained in the stores area was raised at 30 June 2023.
Key Estimates and Assumptions
Inventories
Net realisable value tests are performed at each reporting date and represent the estimated future sales price of the product based on the lower
of the prevailing spot metals price or anticipated gold price realised from delivery into forward gold sales contracts at the reporting date, less
estimated costs to complete production and bring the product to sale, including depreciation and amortisation.
Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based
on assay data, and the estimated recovery percentage. Stockpile tonnages are verified by periodic surveys.
Note 11 Property, Plant and Equipment
Accounting Policy
The value of property, plant and equipment is measured as the cost of the asset, less accumulated depreciation and impairment. The cost of the
asset also includes the cost of replacing parts that are eligible for capitalisation, the cost of major inspections and an initial estimate of the cost of
dismantling and removing the item from site at the end of its useful life (rehabilitation provisions). Changes in the rehabilitation provisions resulting
from changes in the size or timing of the cost or from changes in the discount rate are also recognised as part of the asset cost.
72
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Derecognition and disposal
An item is derecognised when it is sold or otherwise disposed of, or when its use is expected to bring no further economic benefits. Any gain or
loss from derecognising the asset (the difference between the proceeds on disposal and the carrying amount of the asset) is included in the
income statement in the period the item is derecognised.
Impairment
The carrying values are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in
circumstances indicate that the carrying value may be impaired.
Office
Equip &
Fixtures
$’000
Computer
Equip. &
Software
$’000
Motor
Vehicles
$’000
Plant &
Equipment
$’000
Buildings
$’000
Capital WIP
$’000
Total
$’000
Year ended 30 June 2023
Cost
Accumulated depreciation
Net Book Value
Movements
Opening net book value
Acquisition of subsidiary –
Dacian Gold Limited
Acquisition of Leonora
operations from St Barbara
Limited
Additions
Disposals
Transfers
Transfers from stores
Depreciation expense
Closing net book value
Year ended 30 June 2022
Cost
Accumulated depreciation
Net Book Value
Movements
Opening net book value
Additions
Disposals
Transfers
Depreciation expense
Closing net book value
714
(36)
678
2
126
583
2
-
-
-
(35)
678
3
(1)
2
1
2
-
-
(1)
2
1,822
(294)
1,528
57
709
936
41
(11)
58
-
(262)
1,528
95
(38)
57
17
55
-
-
(15)
57
1,785
(292)
1,493
51
801
808
117
(79)
-
-
(205)
1,493
58
(7)
51
-
58
-
-
(7)
51
176,912
(17,129)
159,783
158
78,441
4,217
(59)
4,158
91
-
22,674
-
22,674
-
3,426
208,124
(17,810)
190,314
359
83,503
93,644
4,064
10,034
110,069
31
(222)
3,171
4,320
(19,760)
159,783
217
(59)
158
151
42
-
-
(35)
158
35
-
-
-
(32)
4,158
118
(27)
91
75
34
-
-
(18)
91
12,538
(95)
(3,229)
-
-
22,674
-
-
-
-
-
-
-
-
-
12,764
(407)
-
4,320
(20,294)
190,314
491
(132)
359
244
191
-
-
(76)
359
Note 12 Right-of-Use Assets
Accounting Policy
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.
The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Genesis Minerals Limited – Annual Financial Report
73
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-
of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made
at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment.
The Group has lease contracts for various items of water treatment equipment and power infrastructure used in its operations as well as the
corporate head office premises. These leases have lease terms up to 5 years. The net book value of leased assets at 30 June 2023 is $8.9
million (30 June 2022: $nil).
The Group also has certain leases of assets with lease terms of 12 months or less for equipment for which the assets are of low value and applies
the short-term lease and lease of low-value assets recognition exemptions.
Cost
Accumulated depreciation
Net book value
Movements:
Opening net book value
Acquisition of subsidiary – Dacian Gold Limited
Acquisition of Leonora operations from St Barbara Limited
Additions
Depreciation expense
Closing net book value
30 June
2023
$’000
30 June
2022
$’000
10,827
(1,919)
8,908
-
9,311
1,380
136
(1,919)
8,908
-
-
-
-
-
-
-
-
-
Note 13 Exploration and Evaluation Assets
Accounting Policy
Exploration and evaluation costs are expensed in the year they are incurred, apart from acquisition.
Capitalised exploration and evaluation expenditures in relation to specific areas of interest continue to be recognised as an exploration and
evaluation asset where the following conditions are satisfied:
(i)
(ii)
the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
(a) 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
(b) exploration and evaluation activities in the area of interest have not at the reporting 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 costs 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.
74
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
30 June
2023
$’000
30 June
2022
$’000
22,017
17,258
156,902
9
6,500
(7,312)
(54)
-
23,353
-
-
129
-
-
-
(1,419)
Opening carrying amount
Acquisition of subsidiary – Dacian Gold Limited
Acquisition of Leonora operations from St Barbara Limited
Additions – acquisition of mineral tenements
Acquisition of vendor royalty1
Transfer to mine development – Admiral Project
Disposal of mineral tenements
Adjustments to rehabilitation liability recorded at acquisition – unused amount
reversed (see Note 16)
Disposals
Closing net book value
(46)
22,017
1 Purchase of vendor royalty on the Ulysses Gold Project for consideration of $4.5 million cash plus 1.7 million new fully paid ordinary shares in Genesis valued
at $2 million.
-
195,320
Impairment
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 (or the cash generating
unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss
(if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable
amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation
asset is tested for impairment and the balance is then reclassified to mine properties in development.
Key Estimates and Assumptions
Impairment of exploration and evaluation assets
The future recoverability of capitalised exploration and evaluation expenditure is dependent upon 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 that could impact future recoverability include the level of reserves and 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, profits and net assets will
be reduced in the period in which the determination is made.
Exploration commitments
The Group has certain obligations for payment of tenement rent, shire rates and to perform minimum exploration work on mineral leases held.
These obligations may vary over time, depending on the Group’s exploration programmes and priorities.
Note 14 Mine properties
Accounting Policies
Mine Properties Under Development
Mine properties under development represents the costs incurred in preparing mines for production and includes plant and equipment under
construction and operating costs incurred before normal production commences. These costs are capitalised to the extent they are expected to
be recouped through the successful exploitation of the related mining leases. Once production commences, these costs are transferred to
property, plant and equipment and mine properties, as relevant, and are depreciated and amortised using the units-of-production method based
on the estimated economically recoverable reserve to which they relate or are written off if the mine property is abandoned.
Genesis Minerals Limited – Annual Financial Report
75
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Mine Properties in Production
Other mine properties represent expenditure in respect of exploration, evaluation, feasibility and pre-production operating costs incurred by the
Group previously accumulated and carried forward in mine properties under development in relation to areas of interest in which mining has now
commenced. Other mine properties are stated at cost, less accumulated amortisation and accumulated impairment losses.
Other mine properties are amortised on a unit-of-production basis over the economically recoverable reserve of the mine concerned. The unit of
account is tonnes of ore mined.
Deferred Stripping
Stripping activity costs incurred in the development phase of an open pit mine are capitalised as part of the cost of constructing the mine and
subsequently amortised over the life of the mine on a units-of-production basis.
Stripping activity incurred during the production phase of a mine is assessed as to whether the benefit accruing from that activity is to provide
access to ore that can be used to produce ore inventory, or whether it in addition provides improved access to ore that will be mined in future
periods.
To the extent that the benefit from the stripping activity is realised in the form of inventory produced, the Group accounts for those stripping activity
costs in accordance with AASB 102 Inventories. A stripping activity asset is brought to account if it is probable that future economic benefits
(improved access to that ore body) will flow to the Group, the component of the ore body for which access has been improved can be identified
and costs relating to the stripping activity can be measured reliably.
The amount of stripping activity costs that are capitalised is determined based on a comparison of the stripping ratio in the relevant period with
the life-of-mine stripping ratio. To the extent that there is a period of sustained stripping that exceeds the average life-of-mine stripping ratio, mine
waste stripping costs are capitalised to the stripping activity asset. Such capitalised costs are amortised over the life of that component on a units-
of-production basis. Changes to the life-of-mine are accounted for prospectively.
Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, the Group
makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of its fair value less costs of disposal and its value in use and is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value
in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to
which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating
unit is considered impaired and is written down to its recoverable amount.
In assessing the fair value less cost of disposal, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the cash generating unit.
It is reasonably possible that the underlying metal price assumption may change which may then impact the estimated life of mine determinant
and may then require a material adjustment to the carrying value of mining plant and equipment, mining infrastructure and mining development
assets. Furthermore, the expected future cash flows used to determine the fair value less cost of disposal of these assets are inherently uncertain
and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together
with economic factors such as metal spot prices, discount rates, estimates of costs to produce reserves and future capital expenditure.
An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no
longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at the re-valued amount, in which
case the reversal is treated as a re-valuation increase.
After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value,
on a systematic basis over its remaining useful life.
76
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
30 June
2023
$’000
30 June
2022
$’000
406,326
(1,880)
404,446
-
7,215
389,978
1,821
7,312
(1,580)
1,580
(1,880)
404,446
-
-
-
-
-
-
-
-
-
-
-
-
Cost
Accumulated amortisation
Net book value
Movements:
Opening carrying amount
Acquisition of subsidiary – Dacian Gold Limited
Acquisition of Leonora operations from St Barbara Limited
Capital Work in Progress
Transfer from exploration – Admiral Project
Impairment
Change in rehabilitation provision
Amortisation expense
Closing net book value
Key Estimates and Assumptions
Production Stripping Costs
The Group defers advanced stripping costs incurred during the production stage of its operations. This calculation requires the use of judgements
and estimates, such as estimates of tonnes of waste to be removed over the life of the mining area and economically recoverable reserves
extracted as a result. Changes in a mine’s life and design may result in changes to the expected stripping ratio (waste to mineral reserves ratio)
and amortisation which is calculated on a units of production basis. Any resulting changes are accounted for prospectively.
Determination of mineral resources and reserves
The Group uses the concept of life-of-mine as an accounting value to determine the amortisation of mine properties in production and deferred
stripping costs. In determining life-of-mine, the Group prepares ore resource and reserve estimates in accordance with JORC Code 2012,
guidelines prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia. The estimate of these resources and ore reserves, by their very nature, require judgements,
estimates and assumptions.
There are numerous uncertainties inherent in estimating mineral resources and ore reserves, and assumptions that are valid at the time of
estimation may change significantly when new information becomes available.
Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves
and may ultimately result in reserves being restated.
Note 15 Trade and other payables
Accounting Policy
Trade and other payables are initially recognised at the value of the invoice received from a supplier and subsequently measured at amortised
cost. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when
the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and
generally paid within 30 days of recognition.
Trade and other payables
Accrued expenses
Genesis Minerals Limited – Annual Financial Report
30 June
2023
$’000
30 June
2022
$’000
2,387
63,971
66,358
2,235
973
3,208
77
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 16 Provisions
Accounting Policy
Rehabilitation and Restoration
Long-term environmental obligations are based on the Group’s environmental management plans, in compliance with current environmental and
regulatory requirements.
Full provision is made based on the net present value of the estimated cost of restoring the environmental disturbance that has occurred up to the
reporting date. To the extent that future economic benefits are expected to arise, these costs are capitalised and amortised over the remaining
lives of mines.
Annual increases in the provision relating to the change in the net present value of the provision are recognised as finance costs. The estimated
costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost
estimates are not reduced by the potential proceeds from the sale of assets or from plant clear-up closure.
Employee Benefits
The provision for employee benefits represents annual leave and long service leave entitlements accrued by employees.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of the employees’ services up to
the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their
service up to reporting date, plus related on costs. The benefit is discounted to determine its present value and the discount rate is the yield at
the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations.
Current:
Employee leave liabilities
Royalty provision
Rehabilitation provision
Non-current:
Employee leave liabilities
Royalty provision
Rehabilitation provision
Provision for rehabilitation (current and non-current)
Balance at the start of the financial year
Acquisition of subsidiary – Dacian Gold Limited
Acquisition of Leonora operations from St Barbara Limited
Unused amounts reversed during period (see Note 13)
Provisions recognised during the year
Unwinding of discount
Balance at the end of the financial year
30 June
2023
$’000
30 June
2022
$’000
3,459
305
50
3,814
2,586
1,219
79,343
83,148
6,744
37,449
30,215
-
3,772
1,213
79,393
148
-
50
198
-
-
6,694
6,694
8,150
-
(1,419)
-
13
6,744
Key Estimates and Assumptions
Rehabilitation Obligations
The provision for rehabilitation and restoration costs is based on the net present value of the estimated cost of restoring the environmental
disturbance that has occurred up to the reporting date. Significant estimates and assumptions are made in determining the provision for mine
78
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include an estimate of the extent and costs
of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to the inflation rates and changes in discount
rates. These uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at reporting date
represents management’s best estimate of the present value of the future rehabilitation costs required.
Capital Structure, Financial Instruments and Risk
This section provides further information about the Group’s contributed equity, financial liabilities, related financing costs and its exposure to
various financial risks. It explains how these risks affect the Group’s financial position and performance and what the Group does to manage
these risks.
Note 17 Borrowings and Finance Costs
Accounting Policies
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of borrowings
using the effective interest rate method.
Fees paid on establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the
facility will be drawn down. In this case, the fee is deferred until the drawdown occurs and amortised over the period of the remaining facility.
Finance Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.
The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over
the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the
lease, if the lease term reflects the Group exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories)
in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the
interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index
or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of
12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets
are recognised as expense on a straight-line basis over the lease term.
Unwinding of discount on provisions
The unwinding of discount on provisions represents the cost associated with the passage of time. Rehabilitation provisions are recognised at the
discounted value of the present obligation to restore, dismantle and rehabilitate each mine site with the increase in the provision due to the
passage of time being recognised as a finance cost in accordance with the policy described in Note 16.
Genesis Minerals Limited – Annual Financial Report
79
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Current:
Asset finance facility
Lease liabilities
Non-Current:
Asset finance facility
Lease liabilities
30 June
2023
$’000
30 June
2022
$’000
366
3,998
4,364
2,250
4,737
6,987
-
-
-
-
-
-
Asset finance facility
During the year Genesis Mining Services Pty Ltd and Genesis Mining Services (SPV 1) Pty Ltd, both 100% subsidiaries of Genesis Minerals
Limited, entered into asset finance lease facilities with Global Credit Investments Pty Ltd ($25M) and Caterpillar Financial Australia Limited ($10M)
to finance the purchase of mining fleet equipment. Both facilities have a 5 year term expiring June 2028 with a combined average interest rate of
9.34%. The interest rates are a combination of fixed and BBSY + margin. The facilities contain typical financial covenants and are secured over
the assets acquired and are supported by a parent company guarantee issued by Genesis Minerals Limited. The unused facility available at 30
June 2023 was $32.38 million.
Bank loan
During the year the debt facility held with Australia and New Zealand Banking Group Limited by Dacian Gold Limited was fully repaid and the
security released.
Note 18 Financial Instruments
The Group has exposure to a variety of risks arising from its use of financial instruments. This note presents information about the Group’s
exposure to the specific risks, and the policies and processes for measuring and managing those risks. The Board of Directors has the overall
responsibility for the risk management framework and has adopted a Risk Management Policy.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations,
and arises principally from transactions with customers and investments.
Gold Bullion Sales
Credit risk arises from the sale of gold bullion to the Group’s customers and the risk is considered to be low.
Trade and other receivables
The nature of the business activity of the Group does not result in material trading receivables. The receivables that the Group does experience
through its normal course of business are short-term and the risk of non-recovery of receivables is considered to be low.
Other
In respect of derivative financial instruments, the Group’s exposure to credit risk arises from potential default of the counterparty, with a maximum
exposure equal to the mark-to-market of these instruments. The Group does not hold any credit derivatives to offset its credit exposure.
The Directors do not consider that the Group’s financial assets are subject to anything more than a negligible level of credit risk, and as such, no
disclosures are made.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity
is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company’s reputation.
Liquidity risk is managed by monitoring its cash reserves and forecast spending. Management is cognisant of the future demands for liquid finance
resources to finance the Group’s current and future operations, and consideration is given to the liquid assets available to the Group before
commitment is made to future expenditure or investment.
80
Genesis Minerals Limited – Annual Financial Report
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting
agreements:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Carrying
amount
$’000
Contractual
cash flows
$’000
6 months or
less
$’000
6-12 months
$’000
1-2 years
$’000
2-5years
$’000
2,387
63,970
2,616
8,735
77,708
2,235
973
3,208
2,387
63,970
3,181
9,146
78,684
2,235
973
3,208
2,387
31,281
267
2,125
36,060
2,235
973
3,208
-
32,689
267
2,121
35,077
-
-
-
-
-
535
4,900
5,435
-
-
-
-
-
2,112
-
2,112
-
-
-
2023
Trade & other payables
Accrued expenses
Asset finance facilities
Lease liabilities
2022
Trade & other payables
Accrued expenses
Note 18 Financial Instruments
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect
the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market
risk exposures within acceptable parameters, while optimising any return.
Commodity Price Risk
The Group’s exposure to commodity price risk arises largely from Australian dollar gold price fluctuations. The Group’s exposure to movements
in the gold price is managed from time-to-time through the use of Australian dollar gold forward contracts. The gold forward sale contracts do not
meet the criteria of financial instruments for accounting purposes on the basis that they meet the normal purchase/sale exemption because
physical gold will be delivered into the contract. Further information relating to these forward sale contracts is included in Note 2. No sensitivity
analysis is provided for these contracts as they are outside the scope of AASB 9 Financial Instruments.
Interest rate risk
The Group’s exposure to interest rate risk mainly arises from cash holdings and borrowings which are held at variable rates. At the reporting date,
the Group had the following exposure to interest rate risk on financial instruments.
Variable rate instruments
Cash and cash equivalents
Borrowings
Carrying amount ($)
30 June
2023
$’000
30 June
2022
$’000
181,538
-
181,538
16,119
-
16,119
Foreign Currency/Equity risk
The Group does not have any direct contact with foreign exchange or equity risks other than their effect on the general economy.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss before tax by the amounts
shown below. This analysis assumes that all other variables remain constant.
Genesis Minerals Limited – Annual Financial Report
81
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Interest Revenue
Increase 1.0%
Decrease 1.0%
Interest Expense
Increase 1.0%
Decrease 1.0%
30 June
2023
$’000
30 June
2022
$’000
1,815
(1,815)
-
-
161
(161)
-
-
Fair values
Fair values versus carrying amounts
The carrying amounts and estimated fair values of all the Group’s financial instruments recognised in the financial statements are materially the
same. The methods and assumptions used to estimate the fair value of financial instruments are disclosed in the respective notes.
Note 19 Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are recognised for temporary timing differences at the tax rates expected to apply when the assets are recovered
or liabilities are settled, based on those tax rates which are enacted or substantially enacted for each jurisdiction. The relevant tax rates are
applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised
in relation to those timing differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not
affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts
will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in
controlled entities where the parent is able to control the timing of the reversal of the temporary differences and it is probable that the differences
will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the
deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable
right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
Tax consolidation
The Company and its 100% owned controlled entities (except for the Bardoc Gold group of companies acquired from St Barbara Limited on 30
June 2023) have formed a tax consolidated group. The head entity of the tax consolidated group is Genesis Minerals Limited.
82
Genesis Minerals Limited – Annual Financial Report
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
30 June
2023
$’000
30 June
2022
$’000
Corporate tax rate applicable
Deferred tax assets
Employee provisions
Other provisions & accruals
Borrowings
Rehabilitation liabilities
Exploration & development
Blackhole
Tax losses
Other
Gross deferred tax assets
Set-off of deferred tax liabilities
Net deferred tax assets
Deferred tax liabilities
Plant & equipment
Exploration
Mine development
Unearned income
Other
Gross deferred tax liabilities
Set-off of deferred tax assets
Net deferred tax liabilities
30%
676
70
382
6,196
5,423
545
-
19
13,311
(13,311)
-
(6,341)
(3,039)
(3,737)
(90)
(104)
(13,311)
13,311
-
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 differences
Tax revenue losses
Tax capital losses
Total Unrecognised Deferred Tax Assets
30%
27,591
59,903
280
87,774
25%
37
11
-
1,509
-
41
241
-
1,839
(1,839)
-
-
(1,839)
-
-
-
(1,839)
1,839
-
25%
596
14,952
121
15,669
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.
Utilisation of tax losses will be subject to relevant tax legislation associated with recoupment including the same business test and continuity of
ownership test. The Group is yet to complete its assessment of the ability and extent to which the Group may utilise the losses.
Key Estimates and Assumptions
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the Group’s future taxable income
against which the deferred tax assets can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic
limits or uncertainties in various tax jurisdictions.
To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax
assets recorded at the reporting date could be impacted. Additionally, future changes in the tax laws in Australia could limit the ability of the Group
to obtain tax deductions in future periods.
Genesis Minerals Limited – Annual Financial Report
83
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 20 Issued capital and reserves
Issued Capital
Issued share capital
Share movements during the year
Balance at the start of the year
Takeover consideration
Acquire Leonora operations from St Barbara
Limited
Share issues
Exercise of options
Exercise of performance rights
Share Consolidation 1:10 – 10 January 2021
(Total Pre-Consol)
Share Consolidation 1:10 – 10 January 2021
(Total Post-Consol)
Less share issue costs
30 June
2023
No.
1,028,802,175
30 June
2022
No.
252,235,487
30 June
2023
$’000
1,011,428
30 June
2022
$’000
100,045
252,235,487
71,698,683
205,000,000
493,383,206
2,909,801
3,574,998
-
-
-
2,126,337,840
-
-
354,515,729
18,562,189
10,650,000
(2,508,701,120)
100,045
79,388
267,525
572,000
2,919
-
-
76,971
-
21,271
2,597
-
-
250,870,849
-
-
-
(10,449)
1,011,428
(794)
100,045
Balance at the end of the year
1,028,802,175
252,235,487
As at 30 June 2023, the Company had issued 2,466,665 shares to employees that are subject to escrow requirements. These shares had been
issued pursuant to the exercise of vested performance rights. Employees are required to remain employed for 3 years to be eligible to retain the
shares (subject to Board discretion). The shares are subject to escrow requirements until April and May 2025.
Reserves
Nature and purpose of reserves
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options and performance rights issued. The movement in the reserve
is reconciled as follows:
Balance at the start of the year
Recognition of share-based payments for options and performance rights
Balance at the end of the year
30 June
2023
$’000
30,067
11,257
41,324
30 June
2022
$’000
2,058
28,009
30,067
Transactions with non-controlling interests reserve
Transactions with non-controlling interests reserve is used to recognise transactions with non-controlling interests that do not result in a loss of
control. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to
reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and the
consideration paid or received is recognised in the reserve. The movement in the reserve is reconciled as follows:
Balance at the start of the year
Recognition of adjustment on acquisition of ownership interest in Dacian Gold Limited (refer
Note 7)
Balance at the end of the year
30 June
2023
$’000
30 June
2022
$’000
-
(1,273)
(1,273)
-
-
-
84
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Other Disclosures
This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory
pronouncements.
Note 21 Share-Based Payments
Accounting Policy
The Group has provided benefits to employees (including senior executives) of the Group in the form of share-based incentives, whereby
employees render services in exchange for options and shares (equity-settled transactions).
There is currently a plan in place to provide these benefits, the Genesis Minerals Incentive Option and Performance Rights Plans, which provides
benefits to Executive Directors and other employees.
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value is determined by using an appropriate valuation model.
The fair value of options is determined by using a Black Scholes option pricing model. The valuation relies on the use of certain assumptions. If
the assumptions were to change, there may by an impact on the amounts reported. For ordinary shares which are traded on the stock exchange,
the fair value is determined by reference to the closing price of the security on the measurement date. The value of the options is allocated to the
Statement of Profit or Loss over the vesting period.
The fair value of performance rights is measured using the Company’s 5 day volume weighted average share price prior to grant date. For each
performance hurdle a probability factor is assigned based on the Company’s estimate of the performance hurdle being met. For performance
hurdles that have a market-based performance hurdle, the probability factor is determined by using a Monte Carlo Simulation technique which
relies on certain assumptions. If the assumptions were to change, there may by an impact on the amounts reported. The value of the performance
rights is allocated to the Statement of Profit or Loss over the vesting period.
Non-market vesting conditions are taken into account when considering the number of performance rights and options expected to vest. At the
end of each reporting period, the Group revises its estimate of the number of performance rights or options which are expected to vest based on
the non-market vesting conditions. Revisions to the prior period estimate are recognised in profit or loss and equity.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the underlying
Shares to which the equity instrument relates (market and non-vesting conditions) if applicable. The cost of equity-settled transactions is
recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled,
ending on the date on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects:
•
•
the extent to which the vesting period has expired; and
the Group’s best estimate of the number of equity instruments that will ultimately vest.
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. The statement of profit or loss charge or credit for a period represents the movement in cumulative
expense recognised as at the beginning and end of that period.
No expense is recognised for share-based incentives that do not ultimately vest, except for incentives where vesting is only conditional upon
market and non-vesting conditions.
If the terms of a share-based incentive 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 incentive, or is otherwise beneficial to the employee, as
measured at the date of modification.
If a share-based incentive is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the
award is recognised immediately. However, if a new award is substituted for the cancelled incentive and designated as a replacement award on
the date that it is granted, the cancelled incentive and new awards are treated as if they were a modification of the incentive, as described in the
previous paragraph.
The Group provides benefits to employees (including Executive Directors) of the Group through share-based incentives. Information relating to
these schemes is set out below.
Genesis Minerals Limited – Annual Financial Report
85
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Recognised share-based payments expense
Share based payment expense – options and performance rights
Total share-based payments expense
30 June
2023
$’000
30 June
2022
$’000
11,257
11,257
28,009
28,009
Genesis Minerals Limited Employee Incentive Option and Performance Rights Plans
The Genesis Minerals Limited Incentive Option Plan (“Option Plan”) and Incentive Performance Rights Plan (“Performance Rights Plan”) (“the
Plans”) were last approved by a resolution of the shareholders of the Company on 4 September 2020. At the discretion of the Board, eligible
Directors, executive officers and employees of Genesis and its subsidiaries may be issued with options or performance rights.
Each option or performance right issued converts into one ordinary share of Genesis Minerals Limited on exercise. No amounts are paid or payable
by the recipient on receipt of the option or performance right. Options and performance rights neither carry rights to dividends nor voting rights.
Options may be exercised at any time from the date of vesting to the date of their expiry by paying the exercise price. Performance rights may be
exercised at any time once the relative performance hurdle has been satisfied prior to expiry date.
Nil options were issued during the year (2022: 29,070,000), valued at $nil (2022: $27,196,967). 155,001 options were exercised during the year
(2022: 1,038,334), nil options lapsed during the year (2022: nil) and nil options expired (2022: nil).
Details of the options on issue during the current and previous year are set out below:
Grant Date Expiry Date Fair Value at
Valuation Date
Exercise
Price
Number
30 June 2022
10/12/20
10/12/20
10/12/20
25/11/21
25/11/21
25/11/21
11/04/22
09/05/22
Total
10/12/22
10/12/23
10/12/24
25/11/24
25/11/25
25/11/25
11/04/26
09/05/26
$0.219
$0.270
$0.305
$0.938
$0.999
$0.999
$1.082
$0.675
$1.060
$1.140
$1.220
$1.050
$1.050
$1.050
$2.240
$2.240
155,001
213,335
213,335
12,250,000
12,250,000
3,000,000
1,420,000
150,000
29,651,671
Number Vested
and Exercisable
at 30 June 2022
155,001
213,335
-
12,250,000
12,250,000
-
1,420,000
150,000
26,438,336
Number
30 June 2023
-
213,335
213,335
12,250,000
12,250,000
3,000,000
1,420,000
150,000
29,496,670
Number Vested
and Exercisable
at 30 June 2023
-
213,335
213,335
12,250,000
12,250,000
3,000,000
1,420,000
150,000
29,496,670
The movement in options on issue during the current and previous year is reconciled as follows:
Options outstanding at 30 June 2021
Issued during the year
Exercised during the year
Expired during the year
Lapsed during the year
Options outstanding at 30 June 2022
Issued during the year
Exercised during the year
Expired during the year
Lapsed during the year
Options outstanding at 30 June 2023
Number of
Options
1,620,005
29,070,000
(1,038,334)
-
-
29,651,671
-
(155,001)
-
-
29,496,670
Weighted
Average
Exercise Price
$0.752
$1.114
$0.530
-
-
$1.115
-
$1.060
-
-
$1.115
Weighted
Average Fair
Value
Weighted
Average
Contractual
Life (days)
-
$0.975
-
-
-
-
-
-
-
-
-
510
-
-
-
-
1,087
-
-
-
-
727
86
Genesis Minerals Limited – Annual Financial Report
The movement in performance rights on issue during the current and previous year is reconciled as follows:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Performance rights outstanding at the start of the year
Issued
Vested and exercised
Expired
Cancelled on cessation of employment
Performance rights outstanding at the end of the year1
30 June
2023
No.
30 June
2022
No.
10,825,000
-
(3,608,331)
-
(125,001)
7,091,668
1,350,000
10,825,000
1,065,000
(285,000)
-
10,825,000
1 The balance of performance rights outstanding at 30 June 2023 subsequently vested and were exercised into shares after the reporting date.
Details of the performance rights on issue as at 30 June 2023 are set out below.
Performance Hurdle
Performance Rights will each vest and convert into one Share upon the public announcement by the Company that
the GMD Group has delineated a JORC Code 2012 Ore Reserve of a minimum of 1,000,000 oz of gold
Performance Rights will each vest and convert into one Share upon the first production of gold by the GMD Group
Total
Details of the performance rights that vested and were exercised into shares during the year are set out below.
Performance Hurdle
Performance Rights will each vest and convert into one fully paid ordinary share in the Company (Share) upon the
public announcement by the Company that the group of companies comprising the Company and its subsidiaries
from time to time (GMD Group) has delineated a JORC Code 2012 Mineral Resource of a minimum of 2,500,000oz
of gold
Total1
1 These options vested pursuant to acquiring a controlling interest in Dacian during the year.
Number of
Performance
Rights
3,574,999
3,516,669
7,091,668
Number of
Performance
Rights
3,608,331
3,608,331
The value of the performance rights allocated to the Statement of Profit or Loss during the current year had their valuation measured by using the
Company’s 5 day volume weighted average share price as at the grant date of the performance rights. For each non-market performance hurdle,
a probability factor was assigned based on the Company’s estimate of the likelihood of the performance hurdle being met. The value of the
performance rights is allocated to the Statement of Profit or Loss over the vesting period. For the 2023 year, a probability factor of 100% was
applied and the value of the performance rights were fully expensed at 30 June 2023. The valuation was calculated using the following inputs:
Tranche
No.
Tranche 1
Tranche 2
Tranche 3
2022 Performance Hurdles
Performance Rights will each vest and convert into one
fully paid ordinary share in the Company (Share) upon
the public announcement by the Company that the group
of companies comprising the Company and its
subsidiaries from time to time (GMD Group) has
delineated a JORC Code 2012 Mineral Resource of a
minimum of 2,500,000oz of gold
Performance Rights will each vest and convert into one
Share upon the public announcement by the Company
that the GMD Group has delineated a JORC Code 2012
Ore Reserve of a minimum of 1,000,000 oz of gold
Performance Rights will each vest and convert into one
Share upon the first production of gold by the GMD
Group
Probability
4/3/22
11/4/22
9/5/22
27/5/22
Value per Right at Issue Date
100%
$1.73
$1.85
$1.38
$1.44
100%
$1.73
$1.85
$1.38
$1.44
100%
$1.73
$1.85
$1.38
$1.44
Genesis Minerals Limited – Annual Financial Report
87
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Key Estimates and Assumptions
Share-Based Payments
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value is determined using an appropriate valuation model. The valuation basis and related assumptions are
detailed above. The accounting estimates and assumptions relating to the equity settled transactions would have no impact on the carrying value
of assets and liabilities within the next annual reporting period but may impact expenses and equity.
Note 22 Commitments & contingencies
The Group has certain commitments to meet minimum expenditure requirements on the mineral exploration assets it has an interest in.
Outstanding exploration commitments are as follows:
Within one year
Greater than one year but less than five years
30 June
2023
$’000
10,432
41,728
52,160
30 June
2022
$’000
1,568
3,831
5,399
The commitments above include the tenements held by Dacian Gold Limited and the tenements acquired from St Barbara.
As part of the terms of the acquisition of the Ulysses Gold Project, the Group agreed to the following terms:
• Deferred consideration of $10.00 per dry metric tonne of ore product from the tenements which is treated through a toll treatment plant
for the first 200,000 DMT of ore processed, to a maximum of $2 million. 52,653 dry metric tonnes of ore product from the Ulysses Gold
Project has been processed to date; and
1.2% of the Net Smelter Return generated from the sale of any product from the tenement area, after 200,000 of dry metric tonnes of
ore product from the tenements has been treated through a toll treatment plant.
•
During the year, Genesis purchased the deferred consideration and royalty for consideration of $4.5 million cash plus 1.7 million new fully paid
ordinary shares in Genesis valued at $2 million. The total value of the purchase of the royalty of $6.5 million has been capitalised to exploration &
evaluation assets.
88
Genesis Minerals Limited – Annual Financial Report
Note 23 Related Party Disclosures
Controlled Entities
(a)
Parent Entity
Genesis Minerals Limited
Subsidiaries
Dacian Gold Limited (ASX: DCN)
Genesis Minerals (Leonora) Pty Ltd
Genesis Mining Services Pty Ltd
Metallo Resources Pty Ltd
Ulysses Mining Pty Ltd
Wholly-Owned Subsidiaries of Dacian Gold Limited
Dacian Gold Mining Pty Ltd
Mt Morgans WA Mining Pty Ltd
Redcliffe Project Pty Ltd (formerly NTM Gold Limited)
Wholly-Owned Subsidiaries of Genesis Mining Services Pty Ltd
Genesis Mining Services (SPV 1) Pty Ltd
Wholly-Owned Subsidiaries of Genesis Minerals (Leonora) Pty Ltd
Bardoc Gold Pty Ltd
Wholly-Owned Subsidiaries of Bardoc Gold Pty Ltd
Admiral Gold Pty Ltd
Excelsior Gold Pty Ltd
Spitfire Global Pty Ltd
Starpart Holdings Pty Ltd
Wholly-Owned Subsidiaries of Excelsior Gold Pty Ltd
Aphrodite Gold Pty Ltd
GPM Resources Pty Ltd
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Ownership Interest
30 June
2023
%
30 June
2022
%
80.08
100
100
100
100
80.08
80.08
80.08
100
100
100
100
100
100
100
100
-
-
-
100
100
-
-
-
-
-
-
-
-
-
-
-
Genesis Minerals Limited – Annual Financial Report
89
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Parent Entity
(b)
Financial statements and notes for Genesis Minerals Limited, the legal parent entity, are provided below:
Financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Shareholders’ equity
Issued capital
Reserves
Accumulated losses
Total equity
Financial performance
Loss for the year
Other comprehensive (loss) / income
Total comprehensive loss
Parent
30 June
2023
$’000
30 June
2022
$’000
154,015
755,292
909,307
57,368
114
57,482
1,011,428
41,324
(200,927)
851,825
(99,453)
-
(99,453)
16,361
15,633
31,994
3,356
-
3,356
100,045
30,067
(101,474)
28,638
(47,108)
-
(47,108)
Commitments
(c)
The parent company has issued various parent company guarantees for key supplier agreements.
Guarantees entered into by companies within the Group in relation to the debts of its subsidiaries.
(d)
Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785, Dacian Gold Limited (Dacian) and its wholly owned subsidiaries
entered into a deed of cross guarantee on 23 May 2022 (the Guarantee). The effect of the Guarantee is that Dacian has guaranteed to pay any
deficiency in the event of winding up of any controlled entity which is a party to the Guarantee or if they do not meet their obligations under the
terms of any debt subject to the Guarantee. The controlled entities which are parties to the Guarantee have given a similar guarantee in the event
that Dacian is wound up or if it does not meet its obligations under the terms of any debt subject to the Guarantee. Genesis Minerals Limited is
not a party to the deed of cross guarantee.
Transactions with related parties
(e)
In September 2022 Genesis secured a controlling interest in Dacian and appointed three representative directors on the Dacian Board. As
announced on 15 November 2022 the two companies entered a secondment agreement and a management services agreement designed to
leverage off each other’s resources to secure synergies from the group. During the year ended 30 June 2023 Dacian invoiced Genesis $1,514,000
under these arrangements and Genesis invoiced Dacian $454,000 under these arrangements. In addition, during April 2023 Dacian completed
closure of the Westralia underground operations and engaged an independent valuer/auctioneer to complete an inventory of surplus Westralia
underground assets. This independent party was engaged to negotiate the sale of these surplus assets for fair value to Genesis realising $2.1
million.
Note 24 Key Management Personnel
(a)
The following persons were Directors or Key Management Personnel of the Company during the current and prior financial year:
Directors and Key Management Personnel
Anthony Kiernan
Raleigh Finlayson
Gerry Kaczmarek
Michael Bowen
Michael Wilkes
Tommy McKeith
Neville Power
Michael Fowler
Craig Bradshaw
90
Non-Executive Chairman (appointed 1 October 2022)
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director (appointed 1 October 2022)
Non-Executive Chairman (resigned 30 September 2022)
Non-Executive Director (resigned 30 September 2022)
Managing Director (resigned 21 February 2022)
Non-Executive Director (resigned 19 November 2021)
Genesis Minerals Limited – Annual Financial Report
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Nicholas Earner
Morgan Ball
Troy Irvin
Lee Stephens
Geoff James
Non-Executive Director (resigned 19 November 2021)
Chief Financial Officer
Corporate Development Officer
General Manager Projects and Operations (ceased designation as key management person effective 1 July 23)
Company Secretary (ceased designation as key management person effective 1 July 2022)
There were no other persons employed by, or contracted to, the Company during the financial year, having responsibility for planning, directing
and controlling the activities of the Company, either directly or indirectly.
Key management personnel compensation
(b)
Details of Key Management Personnel remuneration are contained in the Audited Remuneration Report in the Directors’ Report. A summary of
total compensation paid to Key Management Personnel during the year is as follows:
Short-term benefits
Post-employment benefits
Share-based payments
Total Key Management Personnel remuneration
30 June
2023
$
1,304,871
128,210
9,209,751
10,642,832
30 June
2022
$
1,081,499
76,172
27,751,524
28,909,195
Other key management personnel transactions with Directors and Director-related entities
(c)
Key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over
the financial or operating policies of these entities.
Two of these entities transacted with the Group in the reporting period. The terms and conditions of the transactions with key management
personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on
similar transactions to non-key management personnel related entities on an arm’s length basis.
The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control
or significant influence were as follows:
Key Management Person
Transaction
Michael Bowen1
Neville Power2
Legal Fees
Consulting Fees
Transaction Value
Balance Outstanding as at
2023
$
1,103,772
-
2022
$
30 June 2023
$
30 June 2022
$
36,288
18,875
3,699
-
91,530
-
1 Payable to Thomson Geer, a firm in which Michael Bowen is a partner. Balance outstanding represents the amount of work performed but not invoiced until after the end of the
financial year.
2 Payable to Omnia Pty Ltd, a company in which Neville Power is a director and shareholder.
Note 25 Auditor’s Remuneration
Hall Chadwick WA Audit Pty Ltd
Audit and review of financial statements
Total
186,100
186,100
39,435
39,435
Note 26 Events subsequent to the reporting date
There has not arisen in the interval between the end of the reporting period and the date of this report, any item, transaction or event of a material
and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Group, the results of those
operations or the state of affairs of the Group in subsequent financial years.
Genesis Minerals Limited – Annual Financial Report
91
DIRECTORS’ DECLARATION
In the opinion of the Directors of Genesis Minerals Limited:
(a)
the financial statements and notes set out on Pages 59 to 91 are in accordance with the Corporations Act 2001, including:
(i)
(ii)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its performance for the financial year ended
on that date;
(b)
(c)
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and
a statement that the attached financial statements are in compliance with International Financial Reporting Standards has been included
in the notes to the financial statements.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the
Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
DATED at Perth this 15 day of September 2023
Raleigh Finlayson
Managing Director
92
Genesis Minerals Limited 2023 Annual Report
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENESIS MINERALS LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Genesis Minerals Limited (“the Company”) and its subsidiaries (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2023, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion:
a.
the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed in the
notes to the financial statements.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we
comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance about whether the financial report is free from material misstatement. 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 (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.
Key Audit Matter
How our audit addressed the Key Audit Matter
Business Combinations
the
As disclosed
financial
in Note 7 of
statements during the year, the Group acquired
Dacian Gold Limited as well as the Leonora
Operations
from St Barbara Limited. The
acquisitions constituted business combinations
in accordance with AASB 3 Business
Combinations.
for
business
Accounting
combinations
constituted a key audit matter due to the size
and scope of
the
the acquisitions, and
complexities inherent in such transactions.
Provision for Rehabilitation
in
in note 16
As disclosed
financial
statements as at 30 June 2023 the Group
for rehabilitation of
recorded a provision
$79.393 million.
the
Accounting for the provision for rehabilitation
constituted a key audit matter due to:
• The significance of the balance; and
• The
complexities
inherent with
estimating rehabilitation provisions.
Our audit procedures included, but were not limited to:
• Reviewing
the acquisition agreements
to
understand the key terms and conditions of the
transactions;
• Assessing the fair value of the consideration
transferred with reference to the terms of the
acquisition agreements;
• Verifying
the acquisition date assets and
to underlying supporting
liabilities acquired
documentation;
• Assessing the basis for the provisional purchase
inputs and
including key
price allocation,
assumptions; and
• Assessing the appropriateness of the disclosures
included in Note 7 of the financial report.
Our audit procedures included, but were not limited to:
• Assessing with reference to internal and external
the
data management’s assessment of
rehabilitation provision and related calculations;
• Assessing the independence, competence and
objectivity of experts used by management;
• Assessing the accuracy of the calculations used
to determine the rehabilitation provision including
the discount rate and inflation rates applied; and
• Assessing the appropriateness of the disclosures
included in Note 16 of 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 2023, 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 the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error. In the notes
to the financial statements the directors also state in accordance with Australian Accounting Standard AASB
101 Presentation of Financial Statements, that the financial report complies with International Financial
Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our responsibility is to express an opinion on the financial report based on our audit. Our objectives are to
obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional 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.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe 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
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2023.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 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.
Auditor’s Opinion
In our opinion, the Remuneration Report of the Company, for the year ended 30 June 2023, complies with
section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 15th day of September 2023
Perth, Western Australia
Additional Information
As at 13 September 2023
Twenty Largest Shareholders
Shareholder Name
Number of Shares
% of Shares
JP MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
WROXBY PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MSH GROUP PTY LTD
BOTSIS HOLDINGS PTY LTD
UBS NOMINEES PTY LTD
STEFEAD INVESTMENTS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MR KENNETH JOSEPH HALL
WYLLIE GROUP PTY LTD
MR KENNETH JOSEPH HALL
NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT>
MSH GROUP PTY LTD
POWER INVEST PTY LTD
MSH GROUP PTY LTD
263,425,653
246,443,669
115,613,234
52,516,953
41,632,307
22,468,166
21,488,231
21,217,423
12,055,556
11,218,000
10,515,122
8,080,738
5,257,195
4,149,377
2,378,334
2,340,401
2,203,910
2,000,000
1,849,929
1,829,876
25.39
23.75
11.14
5.06
4.01
2.17
2.07
2.04
1.16
1.08
1.01
0.78
0.51
0.40
0.23
0.23
0.21
0.19
0.18
0.18
Substantial Shareholders
An extract of the Company's Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set
TOTAL
848,684,074
81.79
out below:
Shareholder Name
Number of Shares
% of Shares
AUSTRALIANSUPER PTY LTD
195,516,419
18.87%
RESOURCE CAPITAL FUND VII LP
78,260,870
7.61%
PARADICE INVESTMENT MANAGEMENT
64,325,403
6.25%
99
Additional Information
Distribution of Shareholders
Analysis of numbers of shareholders by size of holding:
Distribution
Number of Shareholders
Shares Held
1-1,000
1,001-5,000
5,001 - 10,000
10,001 - 100,000
More than 100,000
TOTALS
13,294
7,326
1,857
2,042
297
24,816
There are 6,662 shareholders holding less than a marketable parcel of ordinary shares.
Unquoted Securities
Unlisted Options
Distribution
Number of Shareholders
Shares Held
1-1,000
1,001-5,000
5,001 - 10,000
10,001 - 100,000
More than 100,000
TOTALS
690
116
26
49
20
901
4,847,542
16,654,500
13,008,425
55,006,635
948,072,261
1,037,589,363
170,246
249,573
189,820
1,444,124
38,297,766
40,351,529
Voting Rights
In accordance with the Company's Constitution, voting rights in respect of ordinary shares are on a show of hands
whereby each member present in person or by proxy shall have one vote and upon a poll, each share will have one
vote. Unlisted options and performance rights to not have voting rights.
Restricted Securities
The Company has no restricted securities.
On-Market Buy Back
There is no current on-market buy-back in place.
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
ULYSSES PROJECT
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
E40/229
E40/263
E40/291
E40/295
E40/306
E40/312
E40/333
E40/346
E40/347
E40/359
E40/371
E40/404
E40/410
E40/424
E40/435
E40/439
G40/4
G40/5
G40/6
G40/7
L31/86
L40/7
L40/10
L40/11
L40/12
L40/15
L40/17
L40/18
L40/19
L40/20
L40/21
100
100
100
100
100
100
100
100
100
100
100
Pending Grant
100
100
100
Pending Grant
100
100
100
100
Pending Grant
100
100
100
100
100
100
100
100
100
100
101
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
102
Location
Tenement ID
Interest at End of Quarter (%)
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
L40/22
L40/30
L40/31
L40/32
L40/33
L40/34
L40/35
L40/36
L40/43
M40/3
M40/20
M40/94
M40/101
M40/107
M40/110
M40/120
M40/136
M40/137
M40/148
M40/151
M40/163
M40/164
M40/166
M40/174
M40/196
M40/209
M40/288
M40/289
M40/290
M40/291
M40/292
M40/293
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
97
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Location
Tenement ID
Interest at End of Quarter (%)
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M40/339
M40/340
M40/343
M40/345
P37/9140
P37/9141
P37/9142
P40/1373
P40/1396
P40/1425
P40/1426
P40/1427
P40/1433
P40/1434
P40/1435
P40/1436
P40/1434
P40/1435
P40/1436
P40/1439
P40/1440
P40/1441
P40/1445
P40/1449
P40/1454
P40/1457
P40/1465
P40/1476
P40/1477
P40/1479
P40/1523
P40/1524
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
103
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
Leonora
MT MAGNET PROJECT
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
Barimaia
LEONORA PROJECT
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
104
Location
Tenement ID
Interest at End of Quarter (%)
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P40/1529
P40/1537
P40/1541
P40/1542
P40/1543
P40/1544
P40/1545
E58/574
M58/361
P58/1687
P58/1688
P58/1689
P58/1690
P58/1691
P58/1692
P58/1751
P58/1752
P58/1762
P58/1763
P58/1764
P58/1765
P58/1859
Western Australia
E37/916
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
G37/10
G37/11
G37/12
G37/13
G37/14
G37/15
G37/16
100
100
100
100
100
100
100
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
100
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
G37/17
G37/18
G37/21
G37/25
G37/26
G37/27
G37/28
G37/29
G37/30
G37/31
G37/32
G37/33
G37/34
G37/35
G37/6
G37/8
G37/9
L37/150
L37/151
L37/152
L37/153
L37/154
L37/155
L37/156
L37/157
L37/158
L37/159
L37/161
L37/164
L37/176
L37/212
L37/213
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
105
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
106
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
L37/220
L37/23
L37/24
L37/263
L37/28
L37/29
L37/30
L37/33
L37/34
L37/35
L37/36
L37/41
L37/43
L37/50
L37/51
L37/56
L37/58
L37/66
L37/70
L37/74
L37/76
L37/79
L37/80
L37/83
L37/89
M37/1026
M37/1027
M37/1030
M37/1064
M37/1128
M37/1150
M37/1185
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M37/137
M37/158
M37/159
M37/163
M37/164
M37/165
M37/17
M37/170
M37/172
M37/200
M37/204
M37/212
M37/247
M37/25
M37/251
M37/333
M37/338
M37/391
M37/398
M37/399
M37/400
M37/454
M37/458
M37/459
M37/460
M37/478
M37/485
M37/531
M37/532
M37/55
M37/565
M37/58
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51 (Note 2)
51 (Note 2)
51 (Note 2)
100
100
100
107
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
Gwalia
BARDOC PROJECT
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
108
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M37/586
M37/587
M37/598
M37/599
M37/600
M37/601
M37/602
M37/622
M37/626
M37/689
M37/763
M37/849
M37/903
M37/975
P37/8734
P37/8777
P37/8778
P37/9005
P37/9006
P37/9007
P37/9467
E24/231
L24/148
L24/202
L24/203
L24/204
L24/209
L24/223
L24/225
L24/226
L24/227
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Pending Grant
100
100
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
L24/243
L24/244
L24/245
L27/64
L29/114
L29/115
M24/11
M24/121
M24/122
M24/133
M24/134
M24/135
M24/146
M24/244
M24/326
M24/348
M24/364
M24/395
M24/400
M24/405
M24/420
M24/429
M24/43
M24/469
M24/471
M24/487
M24/491
M24/498
M24/510
M24/512
M24/532
M24/649
100
Pending Grant
Pending Grant
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
109
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
110
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M24/662
M24/681
M24/720
M24/779
M24/83
M24/854
M24/869
M24/870
M24/871
M24/886
M24/887
M24/888
M24/889
M24/890
M24/891
M24/892
M24/942
M24/943
M24/950
M24/951
M24/952
M24/955
M24/956
M24/96
M24/985
M24/988
M24/989
M24/99
M24/995
M27/102
M27/140
M27/145
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
95
100
100
100
100
100
100
100
Pending Grant
Pending Grant
Pending Grant
100
Pending Grant
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M30/119
M30/145
P24/4512
P24/4587
P24/4628
P24/5003
P24/5004
P24/5005
P24/5006
P24/5007
P24/5008
P24/5009
P24/5014
P24/5015
P24/5021
P24/5023
P24/5024
P24/5025
P24/5026
P24/5027
P24/5028
P24/5029
P24/5030
P24/5031
P24/5032
P24/5033
P24/5034
P24/5035
P24/5060
P24/5061
P24/5082
P24/5083
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
111
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Bardoc
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
P24/5084
P24/5085
P24/5086
P24/5089
P24/5090
P24/5091
P24/5092
P24/5093
P24/5103
P24/5104
P24/5105
P24/5109
P24/5178
P24/5252
P24/5253
P24/5254
P24/5261
P24/5262
P24/5263
P24/5264
P24/5285
P24/5286
P24/5323
P24/5324
P24/5337
P24/5351
P24/5460
P27/2369
P27/2370
P27/2371
P27/2386
112
Notes:
1: The Company has earned a 65 per cent interest in the Barimaia Gold Project (the Mt Magnet JV).
2: The Company has earned a 51 per cent interest in the Sandy Soak Joint Venture
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
DACIAN GOLD LIMITED (80.1% attributable to Genesis)
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Dacian
Dacian
Dacian
Dacian
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Mt Morgans
Western Australia
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Redcliffe
Western Australia
Mt Morgans
Mt Morgans
Western Australia
Western Australia
Dacian
Western Australia
E37/1205
E37/1252
E37/1259
E37/1270
E37/1284
E37/1285
E37/1288
E37/1289
E37/1356
E37/1451
E37/1471
E37/1473
E38/2951
E38/3211
E38/3272
E38/3649
E38/3684
E39/1310
E39/1713
E39/1787
E39/1950
E39/1951
E39/1967
E39/2002
E39/2004
E39/2017
E39/2020
L37/255
L39/244
L39/246
L39/286
100
100
100
100
100
100
100
100
100
100
Pending Grant
Pending Grant
100
Note 1
Note 1
100
Pending Grant
100
100
100
100
100
100
100
100
100
100
100
100
100
100
113
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Location
Tenement ID
Interest at End of Quarter (%)
Project
Redcliffe
Mt Morgans
Mt Morgans
Mt Morgans
Western Australia
Western Australia
Western Australia
Western Australia
Mt Morgans
Western Australia
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Redcliffe
Dacian
Dacian
Dacian
Dacian
Dacian
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Mt Morgans
Western Australia
Dacian
Dacian
Dacian
Dacian
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
114
L39/317
L39/342
L39/349
L39/350
L39/57
M37/1276
M37/1285
M37/1286
M37/1295
M37/1348
M38/395
M38/396
M38/548
M38/595
M38/848
M39/1107
M39/1120
M39/1122
M39/1129
M39/1137
M39/18
M39/208
M39/228
M39/236
M39/240
M39/248
M39/250
M39/261
M39/264
M39/272
M39/273
100
Pending Grant
Pending Grant
Pending Grant
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Mt Morgans
Western Australia
Dacian
Dacian
Western Australia
Western Australia
Mt Morgans
Western Australia
Mt Morgans
Western Australia
Dacian
Dacian
Western Australia
Western Australia
Mt Morgans
Western Australia
Dacian
Western Australia
Mt Morgans
Western Australia
Dacian
Dacian
Dacian
Dacian
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Mt Morgans
Mt Morgans
Mt Morgans
Dacian
Dacian
Dacian
Dacian
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M39/287
M39/291
M39/295
M39/304
M39/305
M39/306
M39/333
M39/36
M39/380
M39/390
M39/391
M39/392
M39/393
M39/394
M39/395
M39/403
M39/441
M39/442
M39/443
M39/444
M39/497
M39/501
M39/502
M39/503
M39/504
M39/513
M39/745
M39/746
M39/747
M39/799
M39/937
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
115
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Location
Tenement ID
Interest at End of Quarter (%)
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Dacian
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
Mt Morgans
116
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
Western Australia
M39/938
M39/993
P38/4466
P38/4486
P39/5469
P39/5498
P39/5823
P39/5825
P39/5826
P39/5827
P39/5828
P39/5829
P39/5830
P39/5865
P39/6060
P39/6121
P39/6122
P39/6123
P39/6241
P39/6242
P39/6290
P39/6291
P39/6292
P39/6293
P39/6294
P39/6359
P39/6360
P39/6361
P39/6362
P39/6363
P39/6364
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Pending Grant
Pending Grant
Pending Grant
Pending Grant
Pending Grant
Pending Grant
Additional Information
Schedule of Exploration Tenements held as at 8 September 2023
GENESIS MINERALS LIMITED
Project
Mt Morgans
Mt Morgans
Mt Morgans
Location
Tenement ID
Interest at End of Quarter (%)
Western Australia
Western Australia
Western Australia
P39/6365
P39/6406
P39/6407
Pending Grant
Pending Grant
Pending Grant
Notes:
1: The Company has earned a 90 per cent interest in the New Bore Joint Venture
117
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118