Genmin Limited
Annual Report
For the year ended 31 December 2020
Group Directory
Directors
Mr Michael Norman Arnett
Mr Giuseppe Vince Ariti
Mr Brian van Rooyen
Mr Salvatore Pietro Amico
Mr John Russell Hodder
Company Secretary
Mr Patrick McCole
Non-Executive Chairman
Managing Director & CEO
Non-Executive Director
Non-Executive Director
Non-Executive Director
Registered Office and Principal
Place of Business
Solicitors
Suite 7, Outram Centre
1297 Hay Street
West Perth WA 6005
Tel: +61 8 9200 5812
Libreville, Gabon Office
Ancienne Sobraga,
BP 23877,Libreville
Gabon
Auditor
Herbert Smith Freehills
QV1 Building, 250 St Georges Terrace
Perth WA 6000
Tel: +61 8 9211 7777
Fax: +61 8 9211 7878
Share Registry
Computershare Investor Services Pty
Limited
Level 11, 172 St George’s Terrace
Perth WA 6000
Bentleys Audit and Corporate (WA)
Pty Ltd
London House Level 3,
216 St Georges Terrace
Perth WA 6000
Tel: +61 8 9226 4500
Fax: +61 8 9226 4300
ASX Code: GEN
ACN 141 425 292
Website
genmingroup.com
General Information
These financial statements are the consolidated financial statements for the Group
consisting of Genmin Limited and its subsidiaries. A list of subsidiaries is included in
Note 3. Genmin Limited is a company limited by shares, incorporated and domiciled in
Australia.
The financial statements are presented in the US dollar currency. The financial
statements were authorised for issue by the Directors on 30 March 2021. The Directors
have the power to amend and reissue the financial statements.
Genmin Limited Financial Statements
For the year ended 31 December 2020
2
Contents
INTERESTS IN SUBSIDIARIES
GROUP DIRECTORY
GENERAL INFORMATION
CHAIRMAN’S LETTER
REVIEW OF OPERATIONS
DIRECTORS’ REPORT
REMUNERATION REPORT
BENTLEYS’ INDEPENDENCE LETTER
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
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
2. GOING CONCERN
3.
4. OTHER INCOME
5. DIRECTOR AND EMPLOYEE EXPENSES
6. AUDITORS’ REMUNERATION
7. TAXATION
8. CASH AND CASH EQUIVALENTS
9. TRADE AND OTHER RECEIVABLES
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
DIRECTORS’ DECLARATION
BENTLEYS’ AUDIT REPORT
ASX ADDITIONAL INFORMATION
PROPERTY, PLANT AND EQUIPMENT
EXPLORATION AND EVALUATION ASSETS
INTANGIBLE ASSETS
LEASES
TRADE AND OTHER PAYABLES
ISSUED CAPITAL, OPTIONS AND RESERVES
CASH FLOW RECONCILIATION
CONVERTIBLE NOTES
RELATED PARTY DISCLOSURES
EARNINGS PER SHARE
COMMITMENTS
FINANCIAL INSTRUMENT RISK
FAIR VALUE MEASUREMENT
CAPITAL MANAGEMENT
PARENT ENTITY INFORMATION
SEGMENT INFORMATION
EVENTS AFTER THE REPORTING DATE
Genmin Limited Financial Statements
For the year ended 31 December 2020
2
2
4
5
16
26
37
38
39
40
41
42
42
50
51
51
52
52
53
53
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80
3
Chairman’s Letter
Dear Fellow Shareholders,
On behalf of the Board of Genmin Limited (“Genmin”), I am pleased to present our first
annual report since completing an initial public offering (“IPO”) and capital raising of
AUD 30 million, and transitioning to a listed company on the ASX on 10 March 2021.
The IPO and listing has enabled Genmin to be fully funded for the next phase of its
development, debt free and to have enhanced the diversity of skill sets on the Board.
Genmin is an iron ore exploration and development company focused in the Republic
of Gabon in central West Africa. Gabon is a stable country with a mining and oil
production history dating back to the early 1960s and is currently the world’s second
largest producer of Manganese ore and eighth largest crude oil producer in Africa.
Genmin has six (6) exploration licences in Gabon covering three (3) projects being
(advanced exploration stage) and
Baniaka
Minvoul/Bitam (early exploration stage).
(feasibility stage), Bakoumba
The Company’s objective is to create shareholder value by becoming an iron ore
producer through developing Baniaka and advancing its pipeline of other projects.
The strong current iron ore price with a robust long term outlook and China’s move
towards Chinese controlled, and African-sourced iron ore, positions the Company well
for its project development through feasibility, mine development and then ultimately
into production.
In closing, Genmin has made remarkable progress maturing into a public listed
company, and we thank firstly our management and staff for their dedicated work over
the past 7 years in achieving that goal and secondly, we thank existing and new
shareholders for their support and look forward to updating you on our progress as we
seek to move from exploration into the mine development phase.
Yours sincerely,
Michael Arnett
Non-Executive Chairman
Genmin Limited Financial Statements
For the year ended 31 December 2020
4
REVIEW OF OPERATIONS
INTRODUCTION
Genmin Limited (“Genmin” or the “Company”) holds six (6) exploration licences
(“Licence” or “Licences”) in the Republic of Gabon, covering approximately 5,540km2.
The Licences form three (3) projects (“Gabon Projects”) being:
Baniaka (feasibility stage);
Bakoumba (advanced exploration stage); and
Minvoul/Bitam (early exploration stage).
Relevant interest and landholding are summarised in Table 1 and are shown in Figures
1 and 2.
Table 1: Gabon Projects and Licences
Project
Licence
Name
Licence
Number
Baniaka
Bakoumba
Baniaka
G2-537
Baniaka
West
G2-572
Bakoumba
G2-511
Mafoungui
G7-535
Minvoul/Bitam
Minvoul
Bitam
G9-512
G9-590
100
100
100
100
100
Genmin
Interest
(%)
100
Area
(km2)
Date
Granted
774
26-Sep-12
End Date
Article
1021
25-Sep-212
End Date
Licence1
01-Aug-22
Endorsement
Fe
Fe
Fe
Fe4
Fe
107
12-May-14
11-May-23
17-Dec-23
1,029
26-Jan-12
25-Jan-213
24-Apr-213
8074
31-Dec-12
30-Dec-184 21-Feb-194
1,362
21-Jun-12
20-Jun-215
20-Jun-215
1,463
4-Apr-16
3-Apr-19
17-Dec-23
Fe, Cu, Au
Total 5,542
Notes:
1 : Ministerial Orders which grant or renew a Licence carry a provision that it is valid for three
(3) years from the date of the Order. Article 102 of the 2019 Mining Code sets out a Licence
is valid for three (3) years, renewable twice more for three (3) years. The Company
considers the three (3) year terms are consecutive, with the Licence end date occurring
nine (9) years after the date granted. Where significant time elapses for the approval of a
renewal, a divergence occurs between the end date set out in the Licence and the 2019
Mining Code.
2 : An extension to the third period of Baniaka is planned to be applied for in accordance with
Article 111 of the 2019 Mining Code. Extensions are permissible where a mineral
substance has been discovered to provide the time necessary to continue technical,
economic and commercial assessments.
3 : An application for the extension of the third term of Bakoumba was lodged on 21 October
2020 in accordance with Article 111 of the 2019 Mining Code.
4 : An application for the second renewal of Mafoungui was lodged on 5 September 2018 and
the endorsement was changed to include gold, silver, nickel, copper, chromium and
platinum group elements, and the renewal area was reduced to 535km2. The renewal is
pending.
5 : An application for the extension of the third term of Minvoul was lodged on 19 March 2021
in accordance with Article 111 of the 2019 Mining Code.
The Baniaka Project (“Baniaka”) comprises the Baniaka and Baniaka West Licences
covering a total area of 881km2. The Bakoumba Project (“Bakoumba”) comprises the
Bakoumba and Mafoungui Licences covering an area of 1,836 km2.
Genmin Limited Financial Statements
For the year ended 31 December 2020
5
Baniaka and Bakoumba are hosted in the Archean Chaillu Massif in southeast Gabon
(Figures 1 and 2). The Chaillu Massif extends to the south into the Republic of Congo
and hosts the Mayoko and Zanaga iron ore deposits.
The Minvoul/Bitam Project (“Minvoul/Bitam”) comprises the Minvoul and Bitam
Licences covering an area of 2,825 km2. Minvoul/Bitam is hosted in the Archean North
Gabon Massif in north Gabon (Figure 1). The North Gabon Massif extends to the north
into Cameroon and the Republic of Congo and hosts several significant iron ore
deposits.
Figure 1: Location of Gabon Projects and Licences, with other iron and
manganese projects shown
Genmin’s primary focus is in the Haut-Ogooué province in southeast Gabon, which
has an established mining industry since the 1960’s, with operating manganese mines
located in Moanda and Franceville (Figure 2). Moanda and Franceville have
established business, financial and communications infrastructure supporting mining
operators such as Comilog, Nouvelle Gabon Mining and Areva (now Orano).
Genmin Limited Financial Statements
For the year ended 31 December 2020
6
The region has established and operating mining infrastructure, which includes the
Trans-Gabon Railway connecting Franceville to an operating bulk mineral port terminal
located at Port Owendo near the capital city of Libreville. The Trans-Gabon Railway
and export terminal have planning in place for upgrade programs to increase the
annual transport capacity.
Baniaka and Bakoumba are also proximal to the 200 MW Grand Poubara Hydro Power
Plant (“Grand Poubara”) located approximately 30km from Baniaka. Grand Poubara is
a renewable power source with spare capacity.
Figure 2: Mineral Deposits, Infrastructure and Gabon Projects in southeast
Gabon
Genmin Limited Financial Statements
For the year ended 31 December 2020
7
BANIAKA PROJECT
Overview
Genmin’s most advanced project is Baniaka and exploration since 2013 has defined a
total strike length of 85km of iron mineralisation, which has been subdivided into a
series of 17 prospects (Figure 3).
The iron mineralisation comprises a surficial blanket of unconsolidated detrital iron
deposits (“DID”) underlain by oxidised Banded Iron Formations (“BIF”) ascribed to the
Archaean Belinga Group and termed Oxide. The DID mineralisation is from 1 to 16m
thick. The Oxide extends to depths of 20 to 70m below surface. The Oxide is underlain
by fresh magnetite BIF (“Primary”). The DID and Oxide are enriched in iron compared
to the Primary with in-situ grades from 40-50% Fe and 40-45% Fe respectively, and
35% Fe for the Primary. The main focus of Genmin’s exploration programs has been
testing the DID and Oxide iron mineralisation.
Exploration completed by Genmin at Baniaka since 2013 includes:
• a 760 line-km ground magnetic survey over prospective areas defined by
•
existing airborne magnetic surveys;
regional and prospect geological mapping and sampling to confirm the
occurrence, location and structure of BIF;
• 315 vertical linear-m of test-pitting (93 pits), 503 horizontal linear-metres of
trenching (22 trenches), 13,800m of shallow Auger (1,143 holes) and 10,500m
of diamond resource definition and exploration drilling (111 holes);
• collection, export and metallurgical testing of 163 bulk samples of DID, Oxide
and Primary material with a total sample mass of approximately 9.2t; and
• a heliborne, high resolution aerial photography and laser imaging, detection
and ranging (“LiDAR”) topography survey over the mineralised and adjoining
areas.
Auger and diamond drilling conducted to date has tested approximately 29km (35%)
and 14km (17%) respectively of the defined 85km BIF strike length and forms the basis
for the Mineral Resource estimates.
The Inferred and Indicated Mineral Resources for Baniaka total 257.9Mt of iron ore at
40.1% Fe reported in accordance with the JORC Code 2012 Edition (details in Mineral
Resource Statement). This positions Baniaka as one of the major mineral deposits in
Gabon.
Genmin Limited Financial Statements
For the year ended 31 December 2020
8
Figure 3: Prospect Location Map – Baniaka
During the reporting period, the Company implemented health protection measures to
minimise the risks of COVID-19 transmission, whilst maintaining a team at its
permanent exploration camp at Baniaka. International and domestic commercial
flights resumed in July 2020 in Gabon and normal expat staff rotations had resumed
in the last quarter of 2020.
The Company completed a bulk sampling program in November-December 2020 for
pilot plant metallurgical testwork of DID and Oxide mineralisation contained within the
Mineral Resource envelope. The pilot scale metallurgical testwork will be undertaken
by an independent specialist mineral processing and engineering firm based in South
Africa. The aim of the pilot plant metallurgical testwork is to develop engineering level
process design criteria, confirm product yields and grade/quality and provide large
(>300kg) product samples for value-in-use testwork.
The bulk sampling program collected approximately 21 tonnes of DID and Oxide for
13 samples. The samples were collected from Bandjougoy, Bingamba North, Tsengué
and Flouflou prospects. They targeted the average Mineral Resource iron grade and
quality of each prospect with additional samples representing lower and higher iron
content (variability samples).
Genmin Limited Financial Statements
For the year ended 31 December 2020
9
Figure 4: Senior mining/ geology Direction Générale des Mines et de la
Géologie (“DGMG”) representative in November 2020 (left) and the Visit by the
Provincial Direction of the DGMG in December 2020 (right)
In the reporting period, the Company also advanced the design and planning of the
field programs intended to support the Preliminary Feasibility Study and detailed
below.
Subsequent to the end of the reporting period, the Company received notification from
the Minister of Mines that the Baniaka West permit was renewed effective 18
December 2020 for a further three years.
Planned activities
The work program at Baniaka is intended to enable the completion of a Preliminary
Feasibility Study and the commencement of social and environmental baseline studies.
The planned work plan will include:
• drilling and resource estimation to increase DID and Oxide Mineral Resources
and classification to Indicated and/or Measured;
• pilot plant metallurgical test work of DID and Oxide bulk samples;
• mining and infrastructure studies, development of process flow diagrams, mass
balances and process design criteria, definition of capital and operating cost
and manning estimates, and preparation of a Preliminary Feasibility Study; and
• commencement of baseline social and environmental studies.
The drilling program comprises approximately 2,500m of wireline diamond and
9,600m of reverse circulation drilling.
The work program also includes exploration pitting and drilling, and geometallurgical
testing at other prospects to assess the DID and Oxide potential.
Genmin Limited Financial Statements
For the year ended 31 December 2020
10
BAKOUMBA PROJECT
Overview
Bakoumba is an advanced exploration project with defined drill targets. It is part of the
Magnima Greenstone Belt, prospective for iron and precious metals, in the Chaillu
Massif basement. Previous explorers had focussed on base and precious metals with
limited iron exploration.
Mapping, surface sampling, geophysical surveys and pitting by the Company have
confirmed a 36km strike length of semi-continuous BIF geology at Bakoumba, similar
to Baniaka. Iron mineralisation at Bakoumba has been subdivided into nine (9)
prospects (Figure 4).
Figure 4: Prospect Location Map – Bakoumba
Genmin Limited Financial Statements
For the year ended 31 December 2020
11
Exploration completed by Genmin at Bakoumba since 2014 includes:
• detailed geological mapping and surface sampling;
• a total of 510 line-km of ground magnetic surveys;
• detailed mapping and pitting (185 vertical linear-m of test-pitting in 44 pits) of
priority prospects;
• metallurgical test work on 25 bulk DID samples; and
• a high resolution heliborne aerial photography and LiDAR survey over priority
prospects.
During the reporting period, the Company submitted an application for the extension
of the third term of the Bakoumba Licence in accordance with Article 111 of the 2019
Mining Code (“Bakoumba Extension”). The Bakoumba Extension was submitted on 21
October 2020 to the Ministry in charge of Mines and would enable the Company to
continue technical, economic and commercial assessments of the iron mineralisation
discovered at Bakoumba.
The Company continues to maintain a logistical base and field exploration camp at
Bakoumba municipality in anticipation of the upcoming drilling program.
Planned activities
The work program at Bakoumba will include:
• auger drilling at priority prospects;
• estimation of a maiden DID Mineral Resource, and
• scoping study level assessment of the potential viability of the DID Mineral
Resource.
Priority prospects of Lebombi North, Koumbi and Mabinga will be the focus of the
resource definition drilling program.
MINVOUL/BITAM PROJECT
Overview
Minvoul/Bitam is an early stage exploration project and the Company has defined
several early stage iron prospects and identified areas prospective for gold and base
metals.
Exploration completed by Genmin at Minvoul/Bitam since 2015 includes:
• several extensive reconnaissance mapping and surface sampling campaigns;
and
• a high resolution magnetic and radiometric airborne survey comprising 25,842
line-km.
Genmin Limited Financial Statements
For the year ended 31 December 2020
12
The geological mapping, and high resolution airborne and ground geophysical surveys
by Genmin, have indicated approximately 317km of iron mineralisation strike at
Minvoul/Bitam (Figure 5).
Figure 5: Iron Targets – Minvoul/Bitam
Regional shear zones and granitoid intrusives identified at Minvoul/Bitam by Genmin
and historic government mapping are
for copper-gold
mineralisation.
favourable settings
Subsequent to the end of the reporting period and on 19 March 2021, the Company
submitted an application for the extension of the third term of the Minvoul Licence in
accordance with Article 111 of the 2019 Mining Code (“Minvoul Extension”). The
Minvoul Extension was submitted to the Ministry in charge of Mines and would enable
the Company to continue technical, economic and commercial assessments of the
early stage iron prospects discovered at Minvoul.
Planned activities
The work program at Minvoul/Bitam is intended to better define and prioritise iron drill
targets, and to assess copper-gold prospectivity.
The proposed work program will include:
•
•
follow-up prospect mapping and sampling of selected iron targets, and
reconnaissance mapping and sampling in geological zones prospective for
copper-gold mineralisation.
Genmin Limited Financial Statements
For the year ended 31 December 2020
13
MINERAL RESOURCE STATEMENT
The Company’s Mineral Resources are reported in accordance with the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012
Edition (“JORC Code 2012 Edition”).
The Baniaka Mineral Resource statement as at 31 December 2020 is a total Indicated
and Inferred Mineral Resource of 257.9Mt at 40.1% Fe as set out below (Table 1).
Material
Table 1: Mineral Resource Estimate – Baniaka (as at 30 December 2020)
1
LOI1000
(%)
6.7
Tonnes
(Mt)
11.6
Al2O3
(%)
7.5
SiO2
(%)
15.4
P (%) S (%)
Indicated
Fe (%)
Class
0.07
0.07
48.3
DID
Oxide
Inferred
Inferred
48.9
91.6
Primary
Inferred
105.7
46.9
41.4
34.9
16.6
33.8
44.1
8.2
3.0
1.8
0.07
0.06
0.06
0.07
0.02
0.03
7.3
3.2
0.4
Total DID,
Oxide
& Primary
Indicated
&
Inferred
Notes:
257.9
40.1
34.0
3.7
0.06
0.03
3.0
1.
Loss on Ignition (“LOI”) reported at 1,000°C
The Mineral Resource estimate remain unchanged from the previous Annual Mineral
Resource Statement dated 1 April 2020 and as disclosed in Genmin’s Prospectus
dated 9 February 2021 (“Prospectus”).
For further details including the JORC Table 1 refer to the Prospectus released on the
ASX Platform on 9 March 2021. There is no new information or data that significantly
affects the information included in the Prospectus, and all material assumptions and
technical parameters underpinning the Mineral Resource estimate continue to apply
and have not materially changed.
Prior to the release of any announcement containing new exploration results or mineral
resource estimates, the Company requires consent from the Competent Person as to
form and context in which the exploration results or mineral resource estimates and
supporting information is presented to the Market.
Competent Person Statements
The information in this Report which relates to the Mineral Resources is based on, and
fairly represents, information and supporting documentation prepared by Richard Gaze
who is a full-time employee of Golder and a Member and Chartered Professional of
the Australasian Institute of Mining and Metallurgy. Richard Gaze has sufficient
relevant experience to the style of mineralisation and type of deposit under
consideration and to the activity for which he is undertaking to qualify as a Competent
Person as defined in the JORC Code 2012 Edition. Mr Gaze consents to the inclusion
in this Report of the matters based on the information in the form and context in which
it appears.
Genmin Limited Financial Statements
For the year ended 31 December 2020
14
All information in this Report that relates to Exploration Results is based on, and fairly
represents, information compiled by Mr Mathieu Lacorde, a member of the Australian
Institute of Geoscientists. Mr Lacorde is a full-time employee of the Company and has
sufficient experience that is relevant to the style of mineralisation and type of deposit
under consideration and to the activity that he is undertaking to qualify as a Competent
Person as defined in the JORC Code 2012 Edition. Mr Lacorde consents to the
inclusion in this Report of the matters based on the information in the form and context
in which it appears.
Genmin Limited Financial Statements
For the year ended 31 December 2020
15
Directors’ Report
The Directors of Genmin Limited present their Report together with the financial
statements of the Consolidated Entity, being Genmin Limited (the “Company” or
“Genmin”) and its Controlled Entities (the “Group”) for the twelve months ended 31
December 2020.
Principal Activities
During the period, the principal activity of entities within the Group was mineral
exploration, in particular iron ore exploration in Gabon, central West Africa.
There has been no significant change to the principal activities other than as set out in
this report.
Board of Directors
Michael Norman Arnett (LLB, B.Com)
Non-Executive Chairman
Mr Arnett is a former consultant to, partner of and member of the Board of Directors
and national head of the Natural Resources Business Unit of the law firm Norton Rose
Fulbright (formally Deacons). He has been involved in significant corporate and
commercial legal work for the resource industry for over 20 years.
He has a Bachelor of Laws and Bachelor of Commerce, both from the University of
New South Wales.
Mr Arnett is currently Non-Executive Chairman of ASX listed NRW Holdings Limited
(appointed as a Non-Executive Director on 27 July 2007 and appointed Chairman on
9 March 2016). Mr Arnett has had no other listed directorships in the previous 3 years.
Michael is a Chair of the Remuneration & Nomination Committee and a member of the
Audit & Risk Management Committee.
Giuseppe Vince Ariti (BSc, DipMinSc, MBA, MAusIMM)
Managing Director and Chief Executive Officer
Mr Ariti is an experienced company director and mining executive with over 25 years’
experience in technical, management and executive roles including developing,
managing and financing mining projects in Australia, Indonesia, PNG and the West
Africa region.
He has previously been a director of Australian iron ore producer Territory Resources
Limited when it was taken over by Hong Kong based commodities trading company
Noble Group. He was also a founding director of African Iron Limited, an entity
developing iron ore assets in the Republic of Congo until March 2012 at which time it
was taken over by Exxaro Resources Limited (“Exxaro”).
Mr Ariti was Executive Chairman of the Company until his appointment as Managing
Director on 20 December 2018.
Genmin Limited Financial Statements
For the year ended 31 December 2020
16
Mr Ariti has had no other listed directorships in the previous 3 years.
John Russell Hodder (BSc, MSc, BComm)
Non-Executive Director
Mr Hodder is a founding principal of Tembo Capital (“Tembo”), a mining private equity
fund, which specialises in African and emerging markets. He has over 25 years’
experience in the resources industry. He initially worked as a geologist and then in
project evaluation for both mineral, and oil and gas companies. In 1995, Mr Hodder
worked for an international finance corporation financing resources projects within
emerging markets, where he gained skills in both project finance and private equity.
After that he worked in the funds management industry within Australia where he was
directly involved in investing in resources companies listed on the ASX.
Mr Hodder is currently a Non-Executive Director of ASX listed Strandline Resources
Limited (appointed 8 June 2016) and in the last 3 years was formerly a Non-Executive
Director of Paladin Energy Limited (14 February 2018 to 11 December 2019).
John is a member of both the Remuneration & Nomination Committee and Audit &
Risk Management Committee. Mr Hodder was the Chairman of the Board from 20
December 2018 to 10 March 2021.
Salvatore Pietro Amico (BEng AMP)
Non-Executive Director
Mr Amico is a Belgium national currently residing in France. He has a degree in
Metallurgical Engineering from Université de Mons, located in Belgium, and in 2003
completed the Advanced Management Programme at INSEAD, France.
Between 2013 and October 2018 he was the General Representative of Eramet (a
global, diversified French mining and metallurgical group with its principal listing on the
Paris stock exchange (ERA.PA)) in Gabon, resident in Libreville. Eramet (through its
majority holding in COMILOG) owns the Moanda manganese mine, the second largest
producer of high-grade manganese ore globally. Eramet is also the majority owner of
SETRAG, the entity operating the Trans-Gabon railway.
Amongst other responsibilities, whilst Mr Amico was the General Representative of
Eramet in Gabon, he oversaw the final permitting and government negotiations,
construction and commissioning of the EUR228 million COMILOG metallurgical plant,
which value adds manganese ore to manganese metal and silica manganese (SiMn).
Prior to 2013, Mr Amico held various roles at Eramet including Head of the Chemicals
Business Unit based in Paris, CEO of the manganese salts and oxides business with
production sites in the USA, China, Europe and Mexico, and two years as head of
Guangxi Eramet Comilog Chemicals Ltd based in Shanghai, China.
Mr Amico has had no other listed directorships in the previous 3 years.
Genmin Limited Financial Statements
For the year ended 31 December 2020
17
Brian van Rooyen (B.Eng Mechanical, MBA)
Non-Executive Director
Mr van Rooyen is a South African national currently residing in South Africa. He has a
degree in Mechanical Engineering and an MBA, both from the University of Pretoria,
South Africa.
He spent most of his early career working in a wide variety of technical and senior
managerial roles in the primary steel and stainless-steel industries. From 1997 he
pursued a career in strategy and new business development with Kumba Resources
Limited. In 2006, he joined Exxaro, a mining company listed on the Johannesburg
Securities Exchange (JSE: EXX).
Mr van Rooyen was responsible for the acquisition and development of the Mayoko
iron ore project in the Republic of Congo until 2013. He has extensive experience in
new business development, project development and general management of
operations. He has served as a director of several subsidiaries of Exxaro, both in South
Africa and abroad.
Mr van Rooyen has had no other listed directorships in the previous 3 years.
Brian is the Chairman of the Audit & Risk Management Committee and is a member
of the Remuneration & Nomination Committee.
Company Secretary
Patrick McCole (LLB, B.Com)
Mr Patrick McCole was appointed as Company Secretary on 3 August 2019.
He is an in-house legal counsel with extensive corporate, mining, resources and
general commercial legal experience. He has a broad range of company secretariat
experience and has acted as legal counsel and company secretary at several listed
Australian public companies with exploration and mining operations in Australia and
West Africa.
Mr McCole has previously held Company Secretary positions at Symbol Mining
Limited, Territory Resources Limited, Blackwood Corporation Limited, Monarch Gold
Mining Company Limited, Alinta Limited and Foodland Australia Limited.
Directors in Office
The names of directors of the Company in office during the financial year and up to the
date of this report are:
Mr Michael Norman Arnett Non-Executive Chairman
Mr Giuseppe Vince Ariti
Mr John Russell Hodder
Mr Salvatore Pietro Amico
Mr Brian van Rooyen
Managing Director &CEO Appointed: 11 January 2010
Non-Executive Director
Non-Executive Director
Non-Executive Director
Appointed: 22 May 2014
Appointed: 1 May 2019
Appointed: 10 March 2021
Appointed: 10 March 2021
Genmin Limited Financial Statements
For the year ended 31 December 2020
18
Directors’ Meetings
The number of meetings of Directors held during the period and the number of
meetings attended by each Director is as follows:
Number Eligible to Attend in 2020
Number Attended in 2020
MN Arnett
GV Ariti
JR Hodder
SP Amico
B van Rooyen
-
8
8
8
-
Audit & Risk Management Committee
-
8
8
8
-
During the reporting period, the Company did not have an Audit & Risk Management
Committee and no meetings were held during the year. Subsequent to the end of the
period the Board constituted the Audit & Risk Management Committee, which
comprises three members, being Brian van Rooyen (Chair), Michael Arnett and John
Hodder.
Remuneration & Nomination Committee
During the reporting period, the Company did not have a Remuneration and
Nomination Committee and no meetings were held during the year. Subsequent to the
end of the period the Board constituted the Remuneration and Nomination Committee,
which comprises three members, being Michael Arnett (Chair), Brian van Rooyen and
John Hodder.
Directors’ interests and benefits
The relevant interest of each director in the shares, unlisted options over shares and
performance rights issued by the Company at the date of this report is as follows:
Director
Michael Arnett
Giuseppe Ariti
John Hodder
Salvatore Amico
Brian van
Rooyen
Ordinary shares
Options
Performance Rights
Direct
Indirect
Total
Direct
Indirect
Total
Direct
Indirect
Total
-
735,294
735,294
13,038,808
-
-
-
-
-
-
-
13,038,808
5,515,028
-
-
-
-
-
-
13,038,808
735,294
13,774,102
5,515,028
-
-
-
-
-
-
-
-
5,515,028
-
-
-
4,800,000
-
1,200,000
-
5,515,028
6,000,000
-
-
-
-
-
-
-
4,800,000
-
1,200,000
-
6,000,000
Review of Results and Operations
The Group recorded a loss after tax for the 12 months ended 31 December 2020 of
USD 2,812,286 (twelve months ended 31 December 2019: Loss USD1,079,665).
Genmin Limited Financial Statements
For the year ended 31 December 2020
19
Details of the operations of the Group are set out in the Review of Operations on page
5.
Corporate Governance
In recognising the need for high standards of corporate behaviour and accountability,
the Directors of Genmin support and have to the extent relevant and practical, adhered
to the ASX Corporate Governance Council’s Corporate Governance Principles and
Recommendations (4th Edition). The Company’s detailed corporate governance policy
statement can be found and viewed on the Company's web site at genmingroup.com.
Dividends Paid or Recommended
There were no dividends paid or declared during the period.
Likely Developments and Expected Results
The Group plans to continue exploration and development studies in respect of its
projects in Gabon. Likely developments in the operations of the Group are set out in
the Review of Operations on page 5.
Significant Changes in State of Affairs
Board Structure
On 18 January 2021 shareholders approved the appointment of Mr Michael Arnett and
Mr Brian van Rooyen as Directors subject to the Company proceeding with, and listing
on the ASX. The appointments of both Mr Arnett and Mr van Rooyen to the Board for
Directors became effective, 10 March 2021.
Mr Arnett was appointed as Non-Executive Chairman of the Board effective, 10 March
2021.
ASX listing
ON 9 March 2021, Genmin was admitted to the Official List of ASX, under the ASX
Code (ASX: GEN) and on 10 March 2021, the Company’s securities were quoted
and commenced trading on the ASX.
New Constitution
At the General Meeting held on 18 January 2021, shareholders approved that, with
effect from the admission of the Company to the Official List of ASX, the Company
repealed its Constitution entirely and the Company adopted a new Constitution to
comply with the ASX Listing Rules.
Shareholders also approved the inclusion of proportional takeover provisions in the
new Constitution under the new Rule 6.
Genmin Limited Financial Statements
For the year ended 31 December 2020
20
Change of External Auditor
On 20 January 2020, the Directors appointed Bentleys Audit and Corporate (WA) Pty
Ltd (“Bentleys”) as the Company’s Auditors following ASIC’s consent to the resignation
of Grant Thornton Audit (WA) Pty Ltd. In accordance with the Corporations Act,
shareholders approved Bentleys as the Company’s Auditor at the AGM held on 28 May
2020.
COVID-19
The World Health Organization announced that the coronavirus disease (COVID-19)
had become a Pandemic on 11 March 2020. The Company implemented health
protection measures to minimise the risks of COVID-19 transmission and to minimise
the impact on operations. The Company will continue to monitor the potential impact
of COVID-19 on its operations, and the potential extent of any further disruption.
Events Arising Since the End of the Reporting Period
Initial Public Offering
On 10 March 2021, Genmin completed an Initial Public Offering (“IPO”) as set out in
the Company’s Prospectus dated 9 February 2021 and became an ASX-listed entity.
On completion, the Company:
•
•
•
raised AUD29,999,999.96 (US$23.1m) by issuing 88,235,294 ordinary fully
paid shares at an issue price of A$0.34 per share;
repaid in full, the debt owed under the Convertible Note Deed dated 1 May
2020 (“Convertible Note Deed), by issuing 12,253,105 Shares to Ndovu
Capital I.B.V (a subsidiary of Tembo Capital Mining Fund LP) at an issue price
of A$0.34 per share in full conversion of the convertible notes issued under
the Convertible Note Deed (being such number of shares as was equal to the
US$3,207,863 owing under the Convertible Note Deed);
granted 5,000,000 options to the Joint Lead Managers of the IPO as part of
the consideration of their services, the key terms of the options are:
o Exercise Price: A$0.442
o Grant Date: 8 March 2021
o Expiry Date: 7 March 2026
Exploration Permits
Subsequent to the end of the period, the Company was notified by the Ministry of Mines
that the Baniaka West permit had been renewed on 18 December 2020 for a further
three years.
On 19 March 2021, the Company submitted an application for a three year extension
to the third term of the Minvoul Licence (G9-512) in accordance with Article 111 of the
2019 Mining Code (“Minvoul Extension”). The Minvoul Extension was submitted to the
Ministry in charge of Mines and enables the Company to continue technical, economic
and commercial assessments of the iron mineralisation discovered at Minvoul.
Genmin Limited Financial Statements
For the year ended 31 December 2020
21
Unissued Shares Under Option and Rights
Options
The options to acquire fully paid ordinary shares in Genmin that were issued during
the period and up to the date of this report, are as follows:
Date of Grant Expiry Date Exercise Price Number Granted
8 March 2021 7 March 2026
AUD0.442
Total
5,000,000
5,000,000
During the period and up to the date of this report, the Company has issued the
following shares in accordance with the option exercise notice received from the Option
holder:
• On 20 January 2020, the Company issued 7,031,705 fully paid ordinary shares
to Ndovu upon exercise of 7,031,705 options with an exercise price of USD0.15
per option contributing approximately USD1.05 million to the Company.
During the period, 130,682 options lapsed.
All options entitle the holder to acquire fully paid ordinary shares in Genmin. Unissued
ordinary shares of Genmin under option at the date of this report are as follows:
Date Options
Granted
1 September 2012
7 June 2017
23 May 2016
31 July 2018
5 August 2019
7 August 2019
1 October 2019
8 March 2021
Expiry Date
Exercise Price
of Options ($)
Number
Options
14 August 2022
6 June 2022
30 April 2021
31 January 2023
31 July 2024
31 July 2024
31 July 2024
7 March 2026
AUD0.04
AUD0.04
USD0.25
USD0.15
USD0.15
USD0.15
USD0.15
AUD0.442
8,200,000
124,403
968,625
1,254,479
250,000
280,000
10,077
5,000,000
Total
16,087,584
All options do not have any rights to participate in any share issues and do not carry
any voting rights.
No options were issued to directors or employees as part of their remuneration during
the year.
Performance Rights
At the 2018 Annual General Meeting, shareholders approved the adoption of a
Performance Rights Plan (“Plan”).
On 23 June 2020, the Company issued 1,200,000 performance rights (“Rights”) to Mr
Salvatore Pietro Amico under the Plan as part of his remuneration.
Genmin Limited Financial Statements
For the year ended 31 December 2020
22
All Rights were issued for no consideration and upon achievement of the relevant
milestone, each will entitle the holder to one fully paid ordinary share in the Company
(unless the Board resolves to otherwise satisfy via a cash payment). If the milestone
is not achieved by the relevant expiry date, the Rights will lapse (unless otherwise
determined by the Board in accordance with the Plan).
During the year, the Board has also approved, subject to shareholder approval at the
next annual general meeting to provide a grant of 1,600,000 Rights to Mr Michael
Arnett and 1,200,000 Rights to Mr Brian van Rooyen with various performance vesting
hurdles as a component of remuneration and to provide incentives linked to the
performance of the Company via hurdles that are aligned to the strategic objectives of
the Company.
Subsequent to the end of the period, the Board has determined that 1,965,000 Rights
have lapsed under the terms of the Plan.
All Rights have been granted as at risk remuneration and the interest of personnel and
directors in unissued ordinary shares of Genmin under Rights at the date of this report
are as follows:
Name
GV Ariti
M Lacorde
P McCole
S Thomson
D Hoskin
A Corbett
P Amico
Expiry
Date
25-Aug-21
11-Sep-21
30-Dec-22
30-Dec-22
30-Dec-22
30-Dec-22
22-Jun-23
Total
Opening
Balance
6,000,000
750,000
1,200,000
250,000
250,000
100,000
-
8,550,000
Issued
2020
-
-
-
-
-
-
1,200,000
1,200,000
Vested
-
250,000
300,000
-
82,500
50,000
-
932,500
Lapsed
(1,200,000)
-
(600,000)
(165,000)
-
-
-
(1,965,000)
Exercised
-
(250,000)
-
-
-
-
-
(250,000)
Closing
Balance
4,800,000
500,000
600,000
85,000
250,000
100,000
1,200,000
7,535,000
Details of the Rights on issue as at the date of this Report and the Fair Value of the
Rights are set out in Note 15.3 to the Financial Statements. All Rights do not have any
rights to participate in any share issues and do not carry any voting rights.
Environmental Legislation
The Company and its activities under the exploration permits granted to the Group
pursuant to the 2019 Mining Code are subject to various conditions, which include
environmental protection requirements that are monitored and overseen by the
Ministry of Mines and Ministry of Environment in Gabon.
The Group adheres to these conditions and the Directors are not aware of any
contraventions of these requirements.
Other Information
Insurance of officers
During the period, Genmin paid a premium of AUD26,697.50 for the 2020/2021
Director & Officers Indemnity Insurance policy to insure the directors, company
secretaries and officers of the Company. The liability insured includes the
indemnification costs incurred by the Company against any legal liability to third parties
Genmin Limited Financial Statements
For the year ended 31 December 2020
23
and defence costs arising out of any claim in respect to directors or officers acting in
their capacity as a director or officer other than any indemnification not permitted by
law.
No liability has arisen under this indemnity as at the date of this report.
Deeds of Access, Indemnity and Insurance
The Company has entered into deeds of access, indemnity and insurance with each
Director and Company Secretary, which confirms each person’s right of access to
certain books and records of the Company for a period of seven years after the Director
ceases to hold office. The deeds also require the Company to provide an indemnity for
liability incurred as an officer of the Company, to the maximum extent permitted by law.
Under the deeds, the Company must arrange and maintain Directors’ and Officers’
insurance during each Director’s period of office and for a period of seven years after
a Director ceases to hold office.
The deeds are otherwise on terms and conditions considered standard for deeds of
this nature in Australia.
Indemnity of auditors
The Group has agreed to indemnify its auditors, Bentleys Audit and Corporate (WA)
Pty Ltd, to the extent permitted by law, against any claim by a third party arising from
the Group’s breach of its agreement. The indemnity requires the Group to meet the full
amount of any such liabilities including a reasonable amount of legal costs. The
indemnity stipulates that the Company will indemnify and hold the auditor and its
personnel harmless from any loss arising out of claim caused by the Company or any
of its agents.
Proceedings on behalf of Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for
leave to bring proceedings on behalf of the Company, or to intervene in any
proceedings to which the Company is a party, for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
Non-audit services
For the year ended 31 December 2020, the Board of Directors note that the auditor,
Bentleys Audit and Corporate (WA) Pty Ltd, did provide non-audit services to the
Company in regard to tax advice and the preparation of an Investigating Accountant’s
Report. The details of this report can be found in the Company’s Prospectus.
The Directors have considered and are satisfied that the provision of non-audit
services is compatible with the general standard of independence for auditors imposed
by the Corporations Act 2001. Refer to Note 6 in the financial statements for the
payments made for non-audit services during the financial year.
Genmin Limited Financial Statements
For the year ended 31 December 2020
24
Transactions with key management personnel and directors
Refer to Note 18 for Related Party transactions. There were no other transactions
with Directors and Key Management Personnel during the year ended 31 December
2020.
Auditor’s independence declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of
the Corporations Act 2001 is set out on page 37 and forms part of this Directors’
Report.
Signed in accordance with a resolution of the Board of Directors.
Michael Arnett
Non-Executive Chairman
30 March 2021
Genmin Limited Financial Statements
For the year ended 31 December 2020
25
Remuneration Report
The Remuneration Report outlines the remuneration arrangements in place for
Directors and Key Management Personnel of the Company in accordance with section
308 (3c) of the Corporations Act 2001.
For the purpose of this report the Key Management Personnel are defined as those
persons having authority and responsibility for planning, directing and controlling the
major activities of the Company, directly or indirectly, including any directors of the
Company.
The report covers the following key management personnel:
Non- Executive Directors
John Hodder
Salvatore Amico
Executive Director
Non-Executive Director
Non-Executive Director
Appointed 1 May 2019
Giuseppe Ariti
Managing Director
Former Directors
Claire Sylvia Tolcon
Non-Executive Director
Resigned 3 August 2019
Senior Executives
Patrick McCole
General Manager Commercial &
Company Secretary
Appointed 23 July 2019
Mr Arnett (Chairman) and Mr van Rooyen as Non-executive directors are also
considered Key Management Personnel. However, as their appointment on 10 March
2021 is subsequent to the end of the reporting period, they are not included in this
report
Remuneration and Nomination Committee
During the period, the Company did not have a Remuneration and Nomination
Committee and no meetings were held during the year. Subsequent to the end of the
period the Board constituted the Remuneration and Nomination Committee (“RNC”),
which comprises three members, being Michael Arnett (Chair), Brian van Rooyen and
John Hodder.
The role of the RNC is to assist the Board to fulfil its responsibilities with respect to
employee and director remuneration, and board composition and diversity, by making
recommendations to the Board on:
• Establishing appropriate remuneration levels and policies including incentive
policies for Directors and senior executives;
• A Remuneration Framework which enables the Company to attract, retain and
motivate high quality Senior Executives who create value for shareholders; and
• The selection, composition, performance and appointment of members of the
Board so that it is effective and able to operate in the best interests of
shareholders.
Genmin Limited Financial Statements
For the year ended 31 December 2020
26
Remuneration Standard and principles
Genmin is committed to ensuring that its remuneration practices enable the Company
to:
• Provide reasonable and not excessive compensation to employees for the
services they provide to the Company;
• Attract and retain employees with the skills required to effectively manage the
operations and growth of the business;
• Motivate employees to perform in the best interests of the Company and its
stakeholders;
• Provide an appropriate level of transparency and meet all ASX and ASIC
requirements; and
• Ensure a level of equity and consistency across the Company.
Non-Executive Director Remuneration
The overall level of annual non-executive Director fees is approved by shareholders in
accordance with the requirements of Corporations Act. The Board decides on actual
fees to be received by individual directors within the quantum approved by
shareholders. The non-executive director fees were set at USD60,000 inclusive of
statutory superannuation (if applicable), other than Mr Hodder who is remunerated by
Tembo and the Chairman’s fee at USD80,000 inclusive of statutory superannuation (if
applicable). In setting the fees, the Board has regard to market rates and the
circumstances of the Company and consequent expected workloads of the directors.
No non-executive director fees are paid by the Company to Mr Hodder, on the basis
that he is separately remunerated by Tembo.
The Directors do not receive any additional fees for membership on any of the Board
committees. However any Director who performs extra services, makes any special
exertions for the benefit of the Company or who otherwise performs services which, in
the opinion of the Board, are outside the scope of the ordinary duties of a Non-
Executive Director, may be remunerated for the services (as determined by the Board)
out of the funds of the Company.
Non-executive Directors may be invited to participate in the Company’s Plan.
Participation in the Plan is subject to shareholder approval and will occur where the
Board believes it is in the best interests of the Company to include non-executive
directors in the Company’s Plan, in particular where such inclusion is designed to
encourage non-executive Directors to have a greater involvement in the achievement
of the Company’s long-term objectives.
The number of Rights pursuant to the Plan and the hurdles attached to the Rights to
be issued to Directors are determined based on factors such as the role of the non-
executive directors in the Company and their involvement in achieving the objectives
of the Company.
Genmin Limited Financial Statements
For the year ended 31 December 2020
27
Executive Remuneration
The objective of the Company's executive remuneration is to ensure reward for
performance is market competitive and appropriate for the results delivered. The
executive remuneration is aligned with achievement of strategic and operational
objectives and the creation of value for shareholders.
Genmin plans to review and align its remuneration with that of comparable
organisations for roles at all levels of the Company so that remuneration comprises
both fixed remuneration and performance based (at risk) remuneration. The proportion
of an employee’s total remuneration that is at risk will increase with seniority and with
the individual’s ability to impact the performance of the Company.
In accordance with accepted practice, it is intended that the at risk elements of total
remuneration will comprise both short term incentives as a reward for performance and
long term incentives that align medium and long term shareholder interests.
Fixed Remuneration
Fixed remuneration of senior executives is to be at a sufficient level to provide full and
appropriate compensation for the roles and responsibilities of that executive. Fixed
remuneration is to be set having regard to the levels paid in comparable organisations
at the time of recruitment to the position, recognising the need to maintain flexibility to
take into account an individual’s experience or specialist skills and market demand for
particular roles.
Variable Remuneration
In addition to fixed remuneration more senior employees may be entitled to
performance based remuneration, which will be paid to reward superior (as opposed
to satisfactory) performance.
Performance based remuneration is calculated against predetermined and challenging
targets, based on a percentage of the relevant executive’s package, and reviewed by
the Board to guard against anomalous or unequitable outcomes.
Performance based remuneration can comprise both short term (usually annual) and
long term (3-5 year) incentives.
Short-term Incentives
The Company currently does not have a short-term incentive (“STIP”) scheme. As part
of establishing the RNC, the Company may consider the use of short term incentives
as part of the remuneration framework.
Long-term Incentives
Long term incentives (“LTIP”) may be provided to certain senior executives to reward
creation of shareholder value and provide incentives to create further value.
Genmin Limited Financial Statements
For the year ended 31 December 2020
28
Long term incentive awards will occur through the Company’s Plan that was approved
by shareholders at the 2018 Annual General Meeting.
The Plan forms the “at risk” component of remuneration and Rights will generally have
a vesting period longer than one year.
The Rights are issued for no consideration and upon achievement of the relevant
milestone, each will entitle the holder to one fully paid ordinary share in the Company
(unless the Board resolves to otherwise satisfy via a cash payment). If the milestone
is not achieved by the relevant expiry date, the Rights will lapse (unless otherwise
determined by the Board in accordance with the Plan).
LTI performance is measured annually and subject to the achievement of the
performance hurdles, Rights will vest at the completion of the annual review.
Target Remuneration Mix
The target remuneration mix for FY 2021 is shown in the table below. It reflects the
pending development of a STIP and the existing Plan.
Fixed Remuneration – 75%
At Risk Remuneration -25%
Annual Salary and benefits
Short Term Incentives
Long Term Incentives
40%
0%
60%
Genmin Limited Financial Statements
For the year ended 31 December 2020
29
Remuneration for financial year
The remuneration table below sets out the remuneration information for the executive directors and executive managers who are
considered to be key management personnel of the Company.
Cash
Salary
Cash
Bonus
US$
Post
Employment
benefits
US$
Share Based
payments
(Performance
rights)2
US$
Totals
US$
Share based
payments as a
percentage of
Remuneration
(%)
Name
Year
Directors
Giuseppe Ariti
John Hodder
Pietro Amico1 (appointed 1 May 2019)
Claire Tolcon (appointed 22 May 2014,
resigned 3 August 2019)
Total Director Remuneration
US$
182,648
182,648
-
-
60,000
51,714
-
24,545
242,648
258,907
2020
2019
2020
2019
2020
2019
2020
2019
2020
2019
Other Key Management personnel
Patrick McCole (appointed 22 July
2019)
Total Key Management Personnel
Remuneration
2020
144,987
2019
2020
2019
65,894
144,987
65,894
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,352
17,352
-
-
-
-
-
-
17,352
17,352
13,774
6,260
13,774
6,260
(310,469)
(689,134)
-
-
579,168
-
-
(725,400)
268,699
(1,414,534)
(245,876)
558,028
(245,876)
558,028
(110,469)
(489,134)
-
-
639,168
51,714
-
(700,855)
528,699
(1,138,275)
(87,115)
630,182
(87,115)
630,182
281%
141%
0%
0%
91%
0%
0%
104%
51%
124%
282%
89%
282%
89%
1. Mr Amico provided executive consulting services of US$11,714 in the year ended 31 December 2019 in addition to the USD$40,000 paid for Non-Executive feed. Consultancy
fees have been included in the 2019 Cash Salary.
2. Amounts reflect the AASB2 fair value accounting treatment for Performance Rights during the year.
Genmin Limited Financial Statements
For the year ended 31 December 2020
30
2020 Company performance and Remuneration
Subsequent to the end of the period, the Company successfully completed an IPO to
raise A$30 million and listing on the ASX. The quotation and trading of Genmin’s
securities commenced on 10 March 2021. The IPO issue price of A$0.34, provided an
indicative market capitalization of A$136 million for the Company and provided liquidity
for the existing shareholders.
The table below shows key financial measures of company performance over the
past five years.
2020
2019
2018
2017
2016
Revenue
Net Profit/(loss) after tax
Basic earnings/(loss) per share Cents
USD
USD
69,836
(2,812,286)
(0.94)
939
(1,079,665)
(0.38)
1,180
(4,872,941)
(1.97)
6,072
(1,918,170)
(1.05)
769
(1,228,317)
(0.85)
Dividends paid per share
Share Price (Last trade day of
Financial year)
Cents
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Performance Based Remuneration
During the 2020 financial year, no short-term incentives were granted or paid by the
Company (2019: Nil).
The relative proportions of short-term performance remuneration for all of the Key
Management Personnel are also shown as follows:
Year
At risk – short term incentive
Total
Opportunity
$
Nil
Nil
Cash
Incentive
paid
Nil
Nil
Percentage
Paid
Percentage
Forfeited
Nil
Nil
Nil
Nil
2020
2019
Use of remuneration consultants
During the year, the Company did not use any remuneration consultants.
The Board and RNC intends to review executive remuneration annually, including
assessment of:
• Advice from independent external remuneration consultants;
•
Individual and business performance measurement against both internal targets
and appropriate external comparatives; and
• General remuneration advice from both internal and independent external sources.
Share Trading Policy
The trading of shares by all employees is subject to, and conditional upon, compliance
with the Company’s share trading policy, which is available on the Company’s website:
genmingroup.com.
Genmin Limited Financial Statements
For the year ended 31 December 2020
31
Directors and restricted personnel (CEO direct reports) are prohibited from trading
during designated Blackout Periods and outside these periods, must receive prior
approval for any proposed dealing in Genmin’s securities.
Directors and employees are prohibited from hedging any unvested entitlement in the
Company's securities under any equity-based executive incentive plan. Additionally,
Directors and employees may not engage in short-term or speculative trading of the
Company's securities and approval is required for financial products (Margin Lending)
issued or created over, or in respect of the Company's securities.
Service Agreements
All non-executive directors enter into a service agreement with the company in the form
of an appointment letter. The letter summarises the board policies and terms, including
remuneration, relevant to the office of director.
The remuneration and other terms of employment for other key management
personnel are covered in formal employment contracts. The key terms of their
employment contracts, at the date of release of this report, are shown in the table
below.
Name
Terms/Notice periods/Termination payment
Giuseppe Ariti
Title
Salary
Employee Benefits
LTIP
Managing Director & Chief Executive Officer
$300,000 plus Superannuation. A market review is to be
conducted after 12 months
Mobile phone calls, parking, professional membership
costs and general expenses in course of employment.
Eligible for participation in incentive plans. Refer to STIP
and LTIP sections for further details.
Term of Employment
2 Years (commencing on 10 March 2021).
Employer Termination Notices
Immediately for misconduct wilful neglect, fraud and
serious breach of the Company’s policies and procedures,
3 months notice without cause.
Employee Termination Notices
3 months notice to terminate without cause.
Patrick McCole Title
Salary
Employee Benefits
LTIP
General Manager Commercial & Company Secretary
$210,000 plus Superannuation.
Mobile phone calls, professional membership costs and
general expenses in course of employment.
Eligible for participation in incentive plans. Refer to STIP
and LTIP sections for further details.
Term of Employment
2 years (commencing on 22 July 2019).
Employer Termination Notices
Immediately for misconduct wilful neglect, fraud and
serious breach of the Company’s policies and procedures,
3 months notice without cause.
Employee Termination Notices
3 months notice to terminate without cause
SHARE-BASED COMPENSATION
Issue of Shares
No shares were issued to Directors or Key Management as part of remuneration during
the financial year.
Genmin Limited Financial Statements
For the year ended 31 December 2020
32
Options granted to Directors’ and Officers of the Company
No options were granted as part of remuneration during the 2020 financial year. No
options have been issued as remuneration in previous years.
Performance Rights granted to Directors’ and Officers of the Company
Rights are issued by the Board under the Plan which was approved by shareholders
at the 2018 Annual General Meeting. The Rights are issued to staff and directors, and
are linked to performance hurdles that correspond to the business plan and objectives
of the Company. At the discretion of the Board all exercised Rights can be settled by
one ordinary share for every Right or a cash payment. All Rights currently expire three
years from the date of issue.
On 23 June 2020, the Company issued 1,200,000 Rights to Mr Salvatore Pietro Amico
as a component of his remuneration and to provide incentives linked to the
performance of the Company via hurdles that are aligned to the strategic objectives of
the Company. The issue of the Rights to Mr Amico was approved by shareholders at
the Annual General Meeting held on 28 May 2020 as set out below (vesting conditions
as at the date of this Report):
Name
Number of Rights Vesting Condition
Salvatore
Pietro Amico
360,000
480,000
360,000
Grant of a Mining Permit and entering into the Mining Convention for
the Baniaka Iron Ore Project by 31 December 2021.
Building a brand name in Gabon and messaging to Government and
other stakeholders of the Company’s plans and programs and how
best to implement to ensure the Company achieves its goals. The
achievement of this condition will be subjectively assessed by the
Board (other than the recipient and at its discretion) six months from
the date that normal travel recommences in and out of Gabon.
Assisting in achieving either: a project financing outcome once the
Mining Permit is granted; or, an exit at an amount in excess of
USD200 million for shareholders of the Company before 31 December
2021.
During the financial year, the Board reviewed the performance hurdles to assess if
there have been any extenuating circumstances due to COVID-19, which are outside
the control of the participants and impacted the ability to achieve the performance
criteria. On 26 August 2020, the Board (other than Mr Amico) amended the vesting
conditions by extending the assessment date for the achievement of the vesting
conditions in respect to the 2nd Tranche of 480,000 Rights from December 2020 to six
months from the date that normal travel recommences in and out of Gabon.
On 18 February 2021, the Board (other than Mr Amico) further reviewed and amended
the performance hurdles in respect to the 2nd Tranche of 480,000 Rights whereby
normal travel in and out of Gabon was deemed to have commenced from 1 July 2021.
There was no change to the fair value of the Rights as a result of the amendments.
In the 2018 financial year, the Board issued 6,000,000 Rights to Mr Giuseppe Ariti. On
18 February 2021, the Board determined 1,200,000 Rights were not capable of
achievement and accordingly these Rights have lapsed. The performance hurdles for
the Rights on issue to Mr Giuseppe Ariti (as at the date of this Report) are set out
below:
Genmin Limited Financial Statements
For the year ended 31 December 2020
33
Name
Number of Rights Vesting Condition
Giuseppe Ariti
1,200,000
1,200,000
1,200,000
1,200,000
Definition in total at the Baniaka and Baniaka West projects of >150Mt
of DSO Inferred Mineral Resource, where DSO means
Detrital/Channel iron deposits, Powder Ore and Intact Hematite Ore.
Entering into substantive Rail and Port Infrastructure Agreements for
the Baniaka Iron Ore Project.
Asset growth through the acquisition of key projects with significant
value uplift (as determined by an independent party).
Shareholder exit whereby the Company is acquired for an amount in
excess of USD200 million is achieved.
On 31 December 2019, the Company issued 1,200,000 Rights to Mr Patrick McCole.
On 18 February 2021, the Board determined the vesting conditions for 600,000 Rights
had not been achieved by the hurdle date and accordingly these Rights have lapsed.
The Board also determined that the vesting condition for the 2nd Tranche (as set out
below) had been achieved and determined that the 2nd Tranche of 300,000 Rights had
vested. The performance hurdles for the Rights on issue to Mr Patrick McCole (as at
the date of this Report) are set out below:
Name
Number of Rights Vesting Condition
Patrick McCole
300,000
Grant of a Mining Permit and entering into the Mining Convention for
the Baniaka Iron Ore Project by 31 December 2021.
300,000
Development, documentation and implementation of a Group
Compliance Policy Manual by 31 December 2020.
During the year, the Board has also approved, subject to shareholder approval at the
next annual general meeting to provide a grant of 1,600,000 Rights to Mr Michael
Arnett and 1,200,000 Rights to Mr Brian van Rooyen with various performance vesting
hurdles as a component of remuneration and to provide incentives linked to the
performance of the Company via hurdles that are aligned to the strategic objectives of
the Company.
In the 2019 year, the 2,400,000 Rights previously issued to Ms Claire Tolcon lapsed
under the terms of the Plan when Ms Tolcon ceased being an eligible participant under
the Plan upon her resignation from the Board on 3 August 2019.
Further details of the Rights on issue as at the date of this Report and the Fair Value
of the Rights are set out in Note 15.3 to the Financial Statements. All Rights do not
have any rights to participate in any share issues and do not carry any voting rights.
Genmin Limited Financial Statements
For the year ended 31 December 2020
34
Additional Equity instrument disclosures
The interest of key management personnel and directors in Performance Rights (held directly, indirectly, beneficially or their related parties)
at the end of financial year 2020 were as follows:
Balance at
1 January
2020
Acquired
during the
Year
Granted as
Compensation
Vested
Forfeited
Number
%
Exercised
Number
%
Balance as at 31 December
2020
Net Other
Change
Vested and
Exercisable
Unvested
2020 Names & Grant Dates
Non-Executive Directors
J Hodder
S Amico
Rights (23 June 2020)
Executive Directors
G Ariti
-
-
Rights (26 August 2018)
6,000,000
Senior Executives
P McCole
Rights (31 December 2019)
Former Directors
C Tolcon
Total
-
1,200,000
-
7,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300,000
25%
-
1,200,000
-
-
-
-
1,200,000
300,000
-
-
4%
-
-
-
-
-
-
-
-
-
-
-
1,200,000
20%
-
-
600,000
50%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,200,000
4,800,000
-
300,000
300,000
-
-
1,800,000
21%
-
300,000
6,300,000
Genmin Limited Financial Statements
For the year ended 31 December 2020
35
The interests of key management personnel and directors in shares (held directly,
indirectly, beneficially or their related parties) at the end of the financial year 2020 are
as follows:
Balance at
Acquired
during year
Options
converted
during year
Disposed
during the
year
Net Change
Other
Balance at 31
December 2020
1 January 2020
Non -Executive Directors
J Hodder
S Amico
Executive Director
-
-
G Ariti
13,038,808
Senior Executive
P McCole
Former Directors
C Tolcon
-
-
Total
13,038,808
Annual General Meeting
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13,038,808
-
-
13,038,808
No comments were made in respect to remuneration at the 2020 Annual General
Meeting.
In accordance with ASX Listing Rule 3.13.1, the Company advises that the 2021
Annual General Meeting will be held on Thursday, 27 May 2021.
Independent audit of Remuneration Report
The Remuneration Report has been audited by Bentleys. Please see page 74 of this
report for Bentley’s report on the Remuneration Report.
Signed in accordance with a resolution of the Board of Directors.
Michael Arnett
Non-Executive Chairman
30 March 2021
Genmin Limited Financial Statements
For the year ended 31 December 2020
36
To the Board of Directors
Auditor’s Independence Declaration under Section 307C of the
Corporations Act 2001
As lead audit Partner for the audit of the financial statements of Genmin Limited for the
financial year ended 31 December 2020, 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,
BENTLEYS
Chartered Accountants
CHRIS NICOLOFF CA
Partner
Dated at Perth this 30th day of March 2021
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2020
Continuing operations
Other income
Total Other income
Accounting and audit fees
Consultancy fees
Travel and accommodation
Corporate expenses
Director and employee expenses
Legal fees
Occupancy expenses
Depreciation expense
Interest paid
Impairment
Provision for doubtful debt
Financial cost
Loss before income tax
Income Tax Expense
Loss after income tax
Profit (loss) for the year
Profit(loss) attributable to:
Owners of Genmin Group Limited
Non-controlling interests
Basic Earnings per share
Diluted Earnings per share
Note
2020
US$
2019
US$
4
5
7
69,836
69,836
939
939
(280,031)
(140,224)
(18,749)
(232,310)
(889,265)
(678,073)
(22,389)
(82,047)
(116,875)
(7,021)
(32,103)
(383,035)
(2,812,286)
(237,091)
(199,909)
(76,991)
(200,762)
17,489
(57,754)
(18,485)
(77,187)
(9,811)
(209,823)
-
(10,280)
(1,079,665)
-
(2,812,286)
-
(1,079,665)
(2,812,286)
(1,079,665)
(2,804,809)
(7,477)
(1,072,857)
(6,808)
19
19
(0.936) cent
(0.876) cent
(0.379) cent
(0.333) cent
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
· exchange differences on translating controlled entities
Other comprehensive income, net of income tax
1,440,015
1,440,015
(325,114)
(325,114)
Total comprehensive loss for the year
(1,372,271)
(1,404,779)
Total Comprehensive income(loss) for the year attributable to:
Owners of Genmin Group Limited
Non-controlling interests
(1,364,987)
(7,284)
(1,396,026)
(8,753)
This statement should be read in conjunction with the notes to the financial statements.
Genmin Limited Financial Statements
For the year ended 31 December 2020
38
Consolidated Statement of Financial Position
As at 31 December 2020
Note
2020
US$
2019
US$
Assets
Current
Cash and cash equivalents
Trade and other receivables
Financial assets
Prepayments
Total current assets
Non-current
Property, plant and equipment
Exploration and evaluation assets
Intangible Assets
Capital Work in Progress
Right of Use Asset
Total non-current assets
Total assets
Liabilities
Current
Trade and other payables
Lease Liabilities
Convertible Note
Embedded Derivative
Current liabilities
Non-Current
Lease Liabilities
Non-Current liabilities
Total liabilities
Net assets
8
9
22
10
11
12
13
14
13
17
17
13
868,274
77,498
-
84,024
1,029,796
247,750
24,910,867
395,285
-
79,314
25,633,216
217,953
44,096
58
83,379
345,486
332,483
22,112,217
395,285
2,108
127,320
22,969,413
26,663,012
23,314,899
815,522
73,536
2,823,460
583,789
4,296,307
597,315
60,788
-
-
658,103
8,945
8,945
70,894
70,894
4,305,252
728,997
22,357,760
22,585,902
Equity
Share capital
Reserves
Accumulated losses
Equity attributable to owners of the Company
Non-controlling interest
Total equity
This statement should be read in conjunction with the notes to the financial statements.
15.1
15.4
37,130,711
(298,038)
(14,409,111)
22,423,562
36,075,955
(1,827,233)
(11,604,302)
22,644,420
(65,802)
(58,518)
22,357,760
22,585,902
Genmin Limited Financial Statements
For the year ended 31 December 2020
39
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Share
capital
US$
Foreign
currency
translation
reserve
US$
Options
reserve
Performance
right reserve
Acquisition
of
NCI reserve
Accumulated
losses
Non-
Controlling
interest
Total
US$
US$
US$
US$
US$
Balance as at 1 January 2019
32,673,175
(2,087,528)
11,781
2,752,040
(1,385,407)
(10,531,445)
(49,765)
21,382,851
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
-
-
-
-
(323,169)
(323,169)
-
-
-
-
-
-
Transactions with owners in their capacity as owners:
· issue of ordinary shares
· issue of performance rights
- expiration of performance rights
Sub-total
3,332,022
70,758
-
3,402,780
-
-
-
-
-
-
(11,781)
(11,781)
-
(783,169)
-
(783,169)
-
-
-
-
-
-
-
(1,072,857)
-
(1,072,857)
(6,808)
(1,945)
(8,753)
(1,079,665)
(325,114)
(1,404,779)
-
-
-
-
-
-
-
-
3,332,022
(712,411)
(11,781)
2,607,830
Balance as at 31 December 2019
36,075,955
(2,410,697)
Loss for the year
Other comprehensive income
Total comprehensive income for the year
-
-
-
-
1,439,822
1,439,822
Transactions with owners in their capacity as owners:
· issue of ordinary shares
- issue of performance rights
- issue of performance rights
Sub-total
1,054,756
-
-
1,054,756
-
-
-
-
Balance as at 31 December 2020
37,130,711
(970,875)
This statement should be read in conjunction with the notes to the financial statements.
-
-
-
-
-
-
-
-
-
1,968,871
(1,385,407)
(11,604,302)
(58,518)
22,585,902
-
-
-
-
681,903
(592,530)
89,373
-
-
-
-
-
-
-
(2,804,809)
(7,477)
(2,812,286)
-
(2,804,809)
193
(7,284)
1,440,015
(1,372,271)
-
-
-
-
-
-
-
-
1,054,756
681,903
(592,530)
1,144,129
2,058,244
(1,385,407)
(14,409,111)
(65,802)
22,357,760
Genmin Limited Financial Statements
For the year ended 31 December 2020
40
Note
16
Consolidated Statement of Cash Flows
For the year ended 31 December 2020
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Net cash used in operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of financial assets
Purchase of intangible assets
Payments for exploration and evaluation
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds for convertible notes
Repayment of Principal on Leases
Interest on Lease
Net cash provided by financing activities
Net change in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Effects of exchange rate changes on cash
Cash and cash equivalents at end of financial year
8
This statement should be read in conjunction with the notes to the financial statements.
2020
US$
2019
US$
(2,122,438)
818
(2,121,620)
(1,684,306)
939
(1,683,367)
(8,371)
-
-
(1,208,428)
(1,216,799)
(77,541)
-
-
(2,473,488)
(2,551,029)
1,054,756
3,000,000
(85,923)
(11,450)
3,957,383
618,964
217,953
31,357
868,274
3,332,022
-
(65,836)
(9,811)
3,256,375
(978,021)
1,047,649
148,326
217,953
Genmin Limited Financial Statements
For the year ended 31 December 2020
41
Notes to the Consolidated Financial Statements
1.
Statement of significant accounting policies
The Directors’ have prepared the general purpose financial statements of Genmin Limited
(the “Company” or “Genmin”) and its Controlled Entities (the “Group”) in accordance with the
requirements of the Corporations Act 2001, the Australian Accounting Standards and other
authoritative pronouncements of the Australian Accounting Standards Board. Compliance
with the Australian Accounting Standards results in full compliance with the International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”). Genmin is a for-profit entity for the purpose of preparing financial statements
under Australian Accounting Standards.
Genmin is a company limited by shares, incorporated and domiciled in Australia. Genmin
listed on the ASX on 10 March 2021. The financial statements have been presented in United
States Dollars (US$).
1.1
Basis of preparation
The financial statements have been prepared on an accruals basis and are based on historical
costs modified by the revaluation of selected non-current assets and financial instruments for
which the fair value basis of accounting has been applied.
1.2
Basis of consolidation
The Group financial statements consolidate those of the parent Company and all its
subsidiaries as of 31 December 2020. The parent controls a subsidiary if it is exposed, or has
rights, to variable returns from its involvement with the subsidiary and has the ability to affect
those returns through its power over the subsidiary.
All transactions and balances between group companies are eliminated on consolidation,
including unrealised gains and losses on transactions between group companies. Where
unrealised losses on intra-group asset sales are reversed on consolidation, the underlying
asset is also tested for impairment from a group perspective. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure consistency with
the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during
the year are recognised from the effective date of acquisition, or up to the effective date of
disposal, as applicable.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s
profit or loss and net assets that is not held by the Group. The Group attributes total
comprehensive income or loss of subsidiaries between the owners of the parent and the non-
controlling interests based on their respective ownership interests.
1.3
Foreign currency translation
Functional and presentation currencies
The consolidated financial statements are presented in United States Dollars (USD).
Genmin Limited Financial Statements
For the year ended 31 December 2020
42
The functional currency of the Group’s subsidiaries in Gabon and Republic of the Congo is
Central African CFA franc (XAF). Rest of the Group’s subsidiaries and the parent company
use USD as their functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their
respective functional currency spot rates at the date the transaction first qualifies for
recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the
functional currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or
loss with the exception of monetary items that are designated as part of the hedge of the
Group’s net investment in a foreign operation. These are recognised in OCI until the net
investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.
Tax charges and credits attributable to exchange differences on those monetary items are
also recognised in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at
the date when the fair value is determined. The gain or loss arising on translation of non-
monetary items measured at fair value is treated in line with the recognition of the gain or loss
on the change in fair value of the item.
In determining the spot exchange rate to use on initial recognition of the related asset,
expense or income on the derecognition of a non-monetary asset or non-monetary liability
relating to advance consideration, the date of the transaction is the date on which the Group
initially recognises the non-monetary asset or non-monetary liability arising from the advance
consideration. If there are multiple payments or receipts in advance, Genmin determines the
transaction date for each payment or receipt of advance consideration.
Consolidation
On consolidation, the assets and liabilities of foreign operations are translated into USD at the
rate of exchange prevailing at the reporting date and their statements of profit or loss are
translated at the average exchange rate for the period. The exchange differences arising on
translation for consolidation are recognised in OCI. On disposal of a foreign operation, the
component of OCI relating to that particular foreign operation is reclassified to profit or loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments
to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets
and liabilities of the foreign operation and translated at the spot rate of exchange at the
reporting date.
1.4
Revenue
Revenue is measured at the fair value of the consideration received or receivable.
Interest
Interest income is recognised on an accrual basis using the effective interest method.
Sale of assets
Genmin Limited Financial Statements
For the year ended 31 December 2020
43
Sale of assets is recognised when the Group has transferred to the buyer the significant risks
and rewards of ownership.
1.5
Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the goods and service
or at the date of their origin.
1.6
Income tax
The income tax expense / (revenue) for the year comprises current income tax expense /
(income) based on the applicable income tax rate for each jurisdiction adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and to unused tax
losses.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting period in the countries where the company’s
subsidiaries operate and generate taxable income. The Board periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected
to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, deferred tax accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business combination that at
the time of the transaction affects neither accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are expected to apply when the related
deferred income tax asset is realised, or the deferred income tax liability is settled.
A deferred tax liability in relation to investment property that is measured at fair value is
determined assuming the property will be recovered entirely through sale. 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 foreign operations where the Group 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 tax liabilities are offset where the entity has a legally enforceable right
to offset and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
1.7
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. 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.
Genmin Limited Financial Statements
For the year ended 31 December 2020
44
Bank overdrafts are shown within short-term borrowings in current liabilities on the statement
of financial position.
Property, plant and equipment
1.8
Property, plant and equipment are initially recognised at acquisition cost or manufacturing
cost, including any costs directly attributable to bringing the assets to the location and
condition necessary for it to be capable of operating in the manner intended by the Group’s
management.
Assets are subsequently measured using the cost model, cost less subsequent depreciation
and impairment losses. Depreciation is recognised on a straight-line basis to write down the
cost less estimated residual value of the assets. The following useful lives are applied:
• Plant & equipment: 3-5 years
• Office furniture and fittings: 4-5 years
Material residual value estimates and estimates of useful life are updated as required, but at
least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as
the difference between the disposal proceeds and the carrying amount of the assets and are
recognised in profit or loss within other income or other expenses.
Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date, based on
the expected utility of the assets to the Group. Actual results, however, may vary due to
technical obsolescence, particularly relating to software and IT equipment. The effect of any
changes in estimates are accounted for on a prospective basis.
Impairment Testing of Property Plant & Equipment
Assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the cash inflows from
other assets or groups of assets (cash-generating units). Non-financial assets that suffered
impairment are reviewed for possible reversal of the impairment at the end of each reporting
period.
1.9
Exploration and evaluation expenditure
Exploration and evaluation expenditures in relation to each separate area of interest are
recognised as an exploration and evaluation asset in the year in which they are incurred where
the following conditions are satisfied:
(a)
the rights to tenure of the area of interest are current; and
(b) at least one of the following conditions is also met:
(i)
the exploration and evaluation expenditures are expected to be recouped through
successful development and exploitation of the area of interest, or alternatively, by its
sale; or
Genmin Limited Financial Statements
For the year ended 31 December 2020
45
(ii) exploration and evaluation activities in the area of interest have not at the balance
date reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active and significant operations
in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of
rights to explore, studies, exploratory drilling, trenching and sampling and associated activities
and an allocation of depreciation and amortisation of assets used in exploration and
evaluation activities. General and administrative costs are only included in the measurement
of exploration and evaluation costs where they are related directly to operational activities in
a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances
suggest that the carrying amount of an exploration and evaluation asset may exceed its
recoverable amount. The recoverable amount of the exploration and evaluation asset (for the
cash generating unit(s) to which it has been allocated being no larger than the relevant area
of interest) is estimated to determine the extent of the impairment loss (if any).
Where an impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area
of interest, the relevant exploration and evaluation asset is tested for impairment and the
balance is then reclassified to development.
1.10
Equity and reserves
Share capital represents the historical value of shares that have been issued. Any transaction
costs associated with the issuing of shares are deducted from share capital.
• Foreign currency translation reserve – comprises foreign currency translation
differences arising on the translation of financial statements of the Group’s foreign
entities into US Dollars.
• Acquisition of non-controlling interest reserve – comprises the amount of share
capital issued by the Parent of the Group in order to acquire non-controlling interests
in subsidiaries.
• Options reserve – comprises the amount of options issued in lieu of payment of costs
incurred.
• Performance right reserve – comprises the amount of performance rights issued.
1.11
Employee benefits
Share-based payment
Employees (including directors) of the Group may receive remuneration (e.g. performance
rights) in the form of share-based payments.
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the
grant is made using an appropriate valuation method.
Genmin Limited Financial Statements
For the year ended 31 December 2020
46
That cost is recognised in employee benefits expense, together with a corresponding increase
in equity (performance rights reserves), over the period in which the service and, where
applicable, the performance conditions are fulfilled (the vesting period). The cumulative
expense recognised for equity-settled transactions at each reporting date until the 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. At each reporting date, the Group
revise its estimate of the number of equity instruments expected to vest as a result of the
effect of non-market conditions. The expense or credit in the statement of profit or loss for a
period represents the movement in cumulative expense recognised as at the beginning and
end of that period.
Service and non-market performance conditions are not taken into account when determining
the grant date fair value of awards, but the likelihood of the conditions being met is assessed
as part of the Group’s best estimate of the number of equity instruments that will ultimately
vest. Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value
of an award and lead to an immediate expensing of an award unless there are also service
and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market
performance and/or service conditions have not been met. Where awards include a market
or non-vesting condition, the transactions are treated as vested irrespective of whether the
market or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is
the grant date fair value of the unmodified award, provided the original vesting terms of the
award are met. An additional expense, measured as at the date of modification, is recognised
for any modification that increases the total fair value of the share-based payment transaction,
or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by
the counterparty, any remaining element of the fair value of the award is expensed
immediately through profit or loss.
Cash-settled transactions
A liability is recognised for the fair value of cash-settled transactions. The fair value is
measured initially and at each reporting date up to and including the settlement date, with
changes in fair value recognised in employee benefits expense. The fair value is expensed
over the period until the vesting date with recognition of a corresponding liability. The
approach used to account for vesting conditions when measuring equity-settled transactions
also applies to cash-settled transactions.
1.12
Provisions, contingent liabilities and contingent assets
Provisions for legal disputes, onerous contracts or other claims are recognised when the
Group has a present legal or constructive obligation as a result of a past event, it is probable
that an outflow of economic resources will be required from the Group and amounts can be
estimated reliably. Timing or amount of the outflow may still be uncertain.
Provisions are measured at the estimated expenditure required to settle the present
obligation, based on the most reliable evidence available at the reporting date, including the
risks and uncertainties associated with the present obligation. Where there are a number of
similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. Provisions are discounted to their present
values, where the time value of money is material.
Genmin Limited Financial Statements
For the year ended 31 December 2020
47
Any reimbursement that the Group can be virtually certain to collect from a third party with
respect to the obligation is recognised as a separate asset. However, this asset may not
exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligation
is not probable. Such situations are disclosed as contingent liabilities, unless the outflow of
resources is remote in which case no liability is recognised.
1.13
Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Taxation Office or the relevant
taxation jurisdiction that the Group operates in. In these circumstances, the GST is recognised
as part of the cost of acquisition of the asset or as part of the expense. Receivables and
payables in the statement of financial position are shown inclusive of GST if the GST is not
recoverable.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST
component of investing and financing activities, which are disclosed as operating cash flows.
1.14
Impairment of non-financial assets
At each reporting date, the Group reviews the carrying values of non-financial assets to
determine whether there is any indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value
less costs to sell and value in use, is compared to the asset’s carrying value. In assessing
value in use, 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 asset for which the estimates of future cash flows have not been
adjusted.
Any excess of the asset’s carrying value over its recoverable amount is expensed to the
statement of profit or loss and other comprehensive income.
1.15
Financial instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to
the contractual provisions to the instruments. For financial assets, this is equivalent to the
date that the Company commits itself to either purchase or sell the asset (i.e. trade date
accounting is adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where
the instruments are classified ‘at fair value through profit or loss’ in which case transaction
costs are expensed to profit or loss immediately. Financial instruments are classified and
measured as set out below.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at either fair value, amortised cost using
the effective interest rate method or cost. Fair value represents the price that would be
received to sell an asset or paid to transfer a liability in orderly transaction between market
participants at the measurement date. Where available, quoted prices in an active market are
Genmin Limited Financial Statements
For the year ended 31 December 2020
48
used to determine fair value. In other circumstances, valuation techniques are adopted. These
valuation techniques maximise, to the extent possible, the use of observable market data.
Amortised cost is calculated as (i) the amount at which the financial asset or financial liability
is measured at initial recognition; (ii) less principal repayments; (iii) plus or minus the
cumulative amortization of the difference, if any, between the amount initially recognised and
the maturity amount calculated using the effective interest method; and (iv) less any reduction
for impairment.
The effective interest method is used to allocate interest income or interest expense over the
relevant period and is equivalent to the rate that exactly discounts estimated future cash
payments or receipts (including fees, transaction costs and other premiums or discounts)
through the expected life (or when this cannot be reliability predicted, the contractual term) of
the financial instrument to the net carry amount of the financial asset or financial liability.
Revisions to expected future net cash flows will necessitate an adjustment to the carrying
value with a consequential recognition of an income or expense in profit or loss. The Group
does not designate any interest in subsidiaries, associates or joint venture entities as being
subject to the requirements of accounting standards specifically applicable to financial
statements.
(i)
Financial assets at fair value through profit and loss or through other comprehensive
Income
Financial assets are classified at ‘fair value through profit or loss’ or ‘Fair value through other
comprehensive Income’ when they are either held for trading for purposes of short term profit
taking, derivatives not held for hedging purposes, or when they are designated as such to
avoid an accounting mismatch or to enable performance evaluation where a group of financial
assets is managed by key management personnel on a fair value basis in accordance with a
documented risk management or investment strategy. Such assets are subsequently
measured at fair value with changes in carrying value being included in profit or loss if electing
to choose ‘fair value through profit or loss’ or other comprehensive income if electing ‘Fair
Value through other comprehensive income’.
(ii)
Financial Liabilities
The Group’s financial liabilities include trade and other payables, loan and borrowings,
provisions for cash bonus and other liabilities which include deferred cash consideration and
deferred equity consideration for acquisition of subsidiaries & associates.
All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings, and payables, net of directly attributable transaction costs.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation
techniques are applied to determine the fair value for all unlisted securities, including recent
arm’s length transactions, reference to similar instruments and option pricing models.
Derecognition
Financial assets are derecognised where the contractual rights to receipts of cash flows expire
or the asset is transferred to another party whereby the entity no longer has any significant
continuing involvement in the risk and benefits associated with the asset. Financial Liabilities
are recognised where the related obligations are either discharged, cancelled or expire. The
difference between the carrying value of the financial liability extinguished or transferred to
another party and the fair value of consideration paid, including the transfer of non-cash
assets or liabilities assumed, is recognised in profit or loss.
Genmin Limited Financial Statements
For the year ended 31 December 2020
49
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered
into and are subsequently remeasured to their fair value at each reporting date. The
accounting for subsequent changes in fair value depends on the nature of the derivative and
are recognised in the statement of profit or loss.
1.16
Significant management judgement in applying accounting policies
When preparing the financial statements, management undertakes a number of judgements,
estimates and assumptions about the recognition and measurement of assets, liabilities,
income and expenses.
The following are significant management judgements in applying the accounting policies of
the Group that have the most significant effect on the financial statements.
Exploration and evaluation expenditure
The Group capitalises exploration expenditure where it is considered likely to be recoverable
or where the activities have not reached a stage which permits a reasonable assessment of
the existence of resources or reserves. While there are certain areas of interest from which
no reserves have been extracted, the directors are of the view that such expenditure should
not be written off since feasibility studies in such areas have not yet concluded. In addition,
the Group assesses impairment at the end of each reporting period by evaluating conditions
and events specific to the Group, that may be indicative of impairment triggers.
Performance Rights
The Board of Directors review the performance rights on a regular basis to determine whether
the conditions have been met; and to assess likelihood of the performance conditions being
fulfilled. Once the review is completed, the Company makes the accounting adjustments to
reflect the results from the review.
2.
Going concern
The financial report has been prepared on the going concern basis, which contemplates the
continuity of normal business activity and the realisation of assets and the settlement of
liabilities in the ordinary course of business.
The Group incurred a loss for the year of US$2,471,215 (2019: US$1,072,857), has net
operating outflow of US$2,121,620 (2019: US$1,683,367) and a net current liability position
of US$2,932,917 (2019: US$312,617).
The above is mitigated for the following reasons:
• Genmin completed the IPO and raised AUD30m on 10 March 2021;
• The directors have prepared a cash flow forecast, which indicates that the Company
has sufficient funds to meet all commitments and working capital requirements for the
next 12 months from the date of signing this financial report; and
• Given the Company’s history of raising capital to date, the directors are reasonably
confident of the Company’s ability to raise additional funds as and when they are
required.
Genmin Limited Financial Statements
For the year ended 31 December 2020
50
3.
Interests in subsidiaries
Composition of the Group
The consolidated financial statements incorporate the assets, liabilities and results of the
following subsidiaries:
Name of the Entity
Country of
Incorporation
Genmin Capital Pty Ltd
Genmin Metals Pty Ltd
Genmin Energy Pty Ltd
Genmin Manganese Pty Ltd
Afrika West Resources Pty Ltd
Genmin (Bermuda) Limited
Genmin Holdings Bermuda Limited
Genmin Iron Limited
Kbak Limited
Westmin Holdings Limited
Central African Resources Limited
Lebaye Minerals Limited
Potamon Limited
Reminac SA
Minconsol SA
Azingo Gabon SA
Afrique Resources SA
Kimin Gabon SA
Niari Holdings Limited
Genmin Congo SA
Australia
Australia
Australia
Australia
Australia
Bermuda
Bermuda
Bermuda
Seychelles
Seychelles
Mauritius
Mauritius
Isle of Man
Gabon
Gabon
Gabon
Gabon
Gabon
Seychelles
Republic of Congo
4.
Other income
Interest received
Miscellaneous income
Total Other income
Genmin Limited Financial Statements
For the year ended 31 December 2020
Ownership Interest
2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
88%
88%
2020
US$
818
69,018
69,836
2019
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
88%
88%
2019
US$
939
-
939
51
5.
Director and employee expenses
5.1
Director and Employee expenses
Salaries and wages
Superannuation contributions
Performance rights
Recruitment costs
Director Fees
Other
Total Director and employee expenses
5.2
Pension and other employee obligations
Note
15.3
Provisions for Annual Leave
Provisions for Long Service Leave
Total Pension and other employee obligations
6.
Auditors’ remuneration
Auditors of Genmin Limited – Bentleys (WA) Pty Ltd
Non-audit services - Bentleys (WA) Pty Ltd
Auditors of Genmin Limited - Grant Thornton Audit Pty Ltd
Non-audit services - Grant Thornton Audit Pty Ltd
Auditors of Gabon subsidiaries - Delta Grant Thornton Gabon
Non-audit services - Delta Grant Thornton Gabon
Auditors of Gabon subsidiaries - ACN & Co
Non-audit services - ACN & Co
Auditors of Congo subsidiaries - GKM Audit & Conseil
Non-audit services - GKM Audit & Conseil
Total Auditor's remuneration
Total audit services
Total non-audit services
Total Auditor's remuneration
2020
US$
670,476
63,695
89,373
193
60,000
5,528
889,265
2020
US$
47,185
30,975
78,160
2020
US$
54,947
38,219
-
-
44,431
42,127
15,158
7,536
24,019
26,798
253,235
2020
US$
138,555
114,680
253,235
2019
US$
602,705
58,594
(724,192)
-
40,000
5,404
(17,489)
2019
US$
35,586
18,147
53,733
2019
US$
36,315
-
19,640
13,721
83,029
73,664
15,009
-
27,402
21,849
290,628
2019
US$
181,395
109,234
290,628
Non-audit percentage
45.3%
37.6%
Genmin Limited Financial Statements
For the year ended 31 December 2020
52
7.
Taxation
Reconciliation of income tax expense to prima facie tax payable
The prima facie tax payable on profit from ordinary activities before income tax is reconciled to
the income tax expense as follows:
2020
US$
2019
US$
Loss before tax
(2,812,286)
(1,079,665)
Income tax benefit calculated at 30% (31 December 2019: 30%)
(843,686)
(323,900)
Add/(Less)
Tax effect of:
Non-deductable expenses
Non-assessable income
Temporary differences not recognised
Tax loss not recognised
Tax rate differential
Total income tax expense
Deferred tax assets not recognised
Provisions for employee entitlements
Capital expenditure
Unrealised foreign exchange losses
Tax losses
Net deferred tax assets not recognised
151,404
(20,705)
318,904
394,083
-
-
89,477
(217,258)
333,142
114,116
4,423
-
56,332
-
-
1,041,897
1,098,229
26,421
-
-
935,021
961,442
Potential deferred tax assets attributable to tax losses have not been brought to account at 31
December 2020 because the directors do not believe it is appropriate to regard realisation of
the deferred tax assets as probable at this time. These benefits will only be obtained if:
a) The company and the Group derive future assessable income of a nature and an amount
sufficient to enable the benefit from the deductions for the losses to be realised;
b) The company and the Group continue to comply with the conditions for deductibility imposed
by law; and
c) No changes in tax legislation adversely affect the ability of the Company and consolidated entity
to realise these benefits.
8.
Cash and cash equivalents
United States Dollar (USD)
Australian Dollar (AUD)
Central African Franc (XAF)
Total Cash and cash equivalents
Genmin Limited Financial Statements
For the year ended 31 December 2020
2020
US$
715,606
73,395
79,273
868,274
2019
US$
92,186
62,662
63,105
217,953
53
9.
Trade and other receivables
GST Receivable
Deposits paid
Receivables
Total Trade and other receivables
2020
US$
38,796
20,002
18,700
77,498
2019
US$
10,311
16,685
17,100
44,096
All amounts are short-term. The net carrying value of trade receivables is considered a
reasonable approximation of fair value.
10.
Property, plant and equipment
Plant &
equipment
Office Furniture
& Fittings
Total
Balance at 31 December 2018
Additions
Disposals
Depreciation Expense
FX translation
Balance at 31 December 2019
Additions
Disposals
Depreciation Expense
FX translation
Balance at 31 December 2020
338,665
66,980
-
(92,893)
(7,016)
305,735
8,371
-
(114,494)
26,512
226,124
11.
Exploration and evaluation assets
Opening Balance
Capitalised expenditure during the year
Impairment
FX translation
Closing Balance
35,740
1,778
-
(10,770)
-
26,748
-
-
(8,353)
3,231
21,626
374,405
68,758
-
(103,663)
(7,016)
332,483
8,371
-
(122,847)
29,743
247,750
2020
US$
2019
US$
22,112,217
1,411,643
(7,021)
1,394,028
24,910,867
20,279,945
2,308,118
(209,823)
(266,023)
22,112,217
Genmin Limited Financial Statements
For the year ended 31 December 2020
54
12.
Intangible Assets
Opening Balance
Changes during the year
Closing Balance
2020
US$
395,285
-
395,285
2019
US$
395,285
-
395,285
On 13 February 2017, Genmin Limited (Genmin or Company) entered into the Royalty Sale
Agreement with Cape Lambert Resources Limited (Cape Lambert) to purchase the royalty
rights under the Deferred Consideration Deed – Mayoko Iron Ore Project (Deed) for a total
consideration of A$1,000,000.
The current owner of the Mayoko Iron Ore Project (Mayoko Project) is SAPRO Mayoko SA
(SAPRO). The mining permit was granted on 9 August 2013.
Genmin is entitled to a royalty payment from the owner of the Mayoko Project of A$1.00 per
dry metric tonne of iron ore product shipped from the Mayoko Project, which is escalated
annually at CPI from a 2011 base date (Mayoko Royalty).
On 8 February 2018, Cape Lambert and Genmin agreed to vary the Royalty Sale Agreement
and Genmin would pay the consideration in two tranches:
• Current Cash Payment: A$500,000 payable on completion and;
• Deferred Cash Payment: A$500,000 payable within 10 business days after receipt of
first payment of the Mayoko Royalty.
As a result, Genmin classified the Mayoko Royalty as an Intangible Asset and booked it at cost
of US$395,285 (A$500,000).
For the year ended 31 December 2020, the Mayoko Royalty payment condition has not yet
been satisfied as the Mayoko Project has not achieved commercial production. The carrying
amount of the Mayoko Royalty as at 31 December 2020 remains unchanged.
13.
Leases
Right of Use Assets
Properties (Office leases in Perth, Australia and Libreville,
Gabon)
Office Equipment (Photocopiers)
Total
Lease Liability
Current lease liabilities
Non-current lease liabilities
Total
Genmin Limited Financial Statements
For the year ended 31 December 2020
2020
US$
74,180
5,134
79,314
2020
US$
73,536
8,945
82,481
2019
US$
117,560
9,760
127,320
2019
US$
60,788
70,894
131,682
55
14.
Trade and other payables
All amounts are short-term and unsecured. The carrying values of trade payables and other
payables are considered to be a reasonable approximation of fair value.
Trade and other payables
Accrued expenses
Employee provisions
Withholding tax payable
PAYG withholding payable
Total Trade and other payables
15.
Issued capital, options and reserves
15.1 Ordinary shares on issue
2020
US$
336,308
353,650
78,160
7,561
39,843
815,522
2019
US$
137,893
157,048
53,733
231,356
17,285
597,315
The share capital of Genmin Limited consists only of fully paid ordinary shares; the shares do
not have a par value. All shares are equally eligible to receive dividends and the repayment of
capital.
Opening balance
Issue of shares (Chantilly Limited)
Issue of shares (Tembo/Ndovu Capital 1 BV)
Issue of shares (Mathieu Lacorde)
Issue of shares (Tembo/Ndovu Capital 1 BV)
Issue of shares (Fosters Stockbroking)
Issue of shares (Volk SVS Superannuation)
Issue of shares (Chantilly Limited)
Closing balance
Opening balance
Issue of shares (Tembo/Ndovu Capital 1 BV)
Closing balance
Date
No of shares
Value (US$)
01-Jan-19
14-Mar-19
27-Mar-19
03-Apr-19
05-Jul-19
05-Aug-19
27-Aug-19
01-Oct-19
31-Dec-19
01-Jan-20
15-Jan-20
31-Dec-20
269,700,040
40,309
7,894,737
250,000
14,063,410
500,000
560,000
20,154
293,028,650
32,673,175
6,046
1,184,211
70,758
2,109,512
14,080
15,149
3,024
36,075,955
293,028,650
7,031,705
300,060,355
36,075,955
1,054,756
37,130,711
15.2 Options
Options are issued and give the holder the right, but not the obligation, to subscribe for one fully
paid ordinary share in the capital of the Company. These options are considered equity
transactions and no value is placed on the early conversion or on the granting of additional
options.
Options
At the beginning of the reporting period
Issued during the year
Exercised during the year
Lapsed during the year
2020
US$
2019
US$
18,249,971
-
(7,031,705)
(130,682)
42,379,277
11,539,304
(23,078,610)
(12,590,000)
Genmin Limited Financial Statements
For the year ended 31 December 2020
56
At reporting date
11,087,584
18,249,971
Grant Date
Expiry Date
Exercise Price
Number of Options
1-Sep-12
7-Jun-17
23-May-16
31-Jul-18
5-Aug-19
7-Aug-19
1-Oct-19
14-Aug-22
6-Jun-22
30-Apr-21
31-Jan-23
31-Jul-24
31-Jul-24
31-Jul-24
AUD0.04
AUD0.04
USD0.25
USD0.15
USD0.15
USD0.15
USD0.15
8,200,000
124,403
968,625
1,254,479
250,000
280,000
10,077
11,087,584
15.3
Performance rights
The shareholders of Genmin approved the Incentive Performance Rights Plan (Plan) at the
2018 Annual General Meeting. Under the Plan, the Board of Directors of Genmin issued
performance rights to the Eligible Participants including Genmin’s directors and employees.
The vesting conditions of the issued performance rights are linked to the strategy and objectives
of the Company.
At the discretion of the Board, all exercised performance rights can be settled by one ordinary
share for every performance right or a cash payment.
The fair value at grant date of the performance rights was independently determined. The Board
of Directors of Genmin regularly reviews and assesses the issued performance rights and the
management makes appropriate accounting adjustments to reflect the results of the review and
assessment.
Genmin Limited Financial Statements
For the year ended 31 December 2020
57
For the year ended 31 December 2020
Name
Options
Granted
1,200,000
Definition in total at the Baniaka and Baniaka West projects of >150Mt of DSO Inferred Mineral Resource,
where DSO means Detrital/Channel iron deposits, Powder Ore and Intact Hematite Ore
Vesting Conditions
Changes during
the year
1,200,000
Entering into substantive Rail and Port Infrastructure Agreements for the Baniaka Iron Ore Project
Joe Ariti
1,200,000
1,200,000
Raising new equity at USD100million or greater valuation or an IPO at a pre-money valuation of
USD100million
Asset growth through the acquisition of key projects with significant value uplift (as determined by an
independent party)
Lapsed
1,200,000
Shareholder exit whereby the Company is acquired for an amount in excess of USD200million is achieved
Name
Options
Granted
Vesting Conditions
250,000
After completion of 2 years of continual service with the Company
Mathieu Lacorde
250,000
Name
Patrick McCole
250,000
Options
Granted
300,000
300,000
300,000
300,000
Declaration of a maiden Inferred resource, within nine (9) months of the recommencement of field activities, at
Bakoumba for prospects subject to auger drilling.
Declaration of a maiden Inferred (or better) oxide resource (POW/IHO) at Baniaka for Tsengue and Bingamba
prospects by 31 March 2019
Vesting Conditions
Grant of a Mining Permit and entering into the Mining Convention for the Baniaka Iron Ore Project by 31
December 2021.
Entering into substantive Rail and Port Infrastructure Agreements for the Baniaka Iron Ore Project by 30 June
2020.
Raising new equity at USD100million or greater valuation or an IPO at a pre-money valuation of
USD100million by 31 December 2020.
Development, documentation and implementation of a Group Compliance Policy Manual by 31 December
2020.
Lapsed
Lapsed
Vested
Changes during
the year
Vested
Exercised not
vested
Changes during
the year
Genmin Limited Financial Statements
For the year ended 31 December 2020
58
Name
Options
Granted
Vesting Conditions
Changes during
the year
85,000
Completion of 2 years of continual service with the Company commencing 1 January 2020.
Scott Thomson
82,500
82,500
Options
Granted
Name
Development, documentation and implementation of a purchase requisitions and purchase order control
systems across the Genmin Group by 30 June 2020.
Evaluate and recommend to the Board of Directors, a management information system enabling efficient
business forecasting and budgeting, and variance analysis by 31 December 2020.
Lapsed
Lapsed
Vesting Conditions
Changes during
the year
85,000
Completion of 2 years of continual service with the Company commencing 1 January 2020.
Denise Hoskin
82,500
Transition of new Auditors in Australia and Gabon, the completion of the Group 2019 and 2020 Audits within
the statutory time periods in each relevant jurisdiction.
82,500
Development and documentation of a Group Accounting Policy Manual by 31 December 2020.
Vested
Name
Options
Granted
Vesting Conditions
Changes during
the year
Andrea Corbett
50,000
Completion of 2 years of continual service with the Company commencing 1 January 2020.
50,000
Development and documentation of an Office Management Policy Manual by 31 December 2020.
Vested
Genmin Limited Financial Statements
For the year ended 31 December 2020
59
Name
Options
Granted
360,000
Pietro Amico
480,000
Vesting Conditions
Grant of a Mining Permit and entering into the Mining convention for the Baniaka Iron Ore Project by 31
December 2021.
Building a brand name in Gabon and messaging to Government and other stakeholders of the Company's
plans and programs and how best to implement to ensure the Company achieves its goals. The achievement
of this condition will be subjectively assessed by the Board (other than the recipient and at its discretion) in
December 2020.
Note: In light of the Covid-19 travel restrictions, the Board of Genmin review the vesting conditions and
changed the assessment date from December 2020 to “six months from the date that normal travel
recommences in and out of Gabon”. The Board assumes that the normal travel date is 1 July 2021.
Changes during
the year
Granted
Granted and
revised
360,000
Assisting in achieving either: a project financing outcome once the Mining Permit is granted; or, an exit
amount in excess of USD200 million for shareholders of the Company before 31 December 2021.
Granted
Genmin Limited Financial Statements
For the year ended 31 December 2020
60
Numbers of the Performance Rights
For the year ended 31 December 2020
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value
at grant
date
26/08/2018
12/09/2018
31/12/2019
23/06/2020
25/08/2021
11/09/2021
30/12/2022
22/06/2023
Nil
Nil
Nil
Nil
$0.28
$0.30
$0.63
$0.62
Options
at
beginning
of the
year
6,000,000
500,000
1,800,000
-
Total
8,300,000
Granted
during the
year
-
-
-
1,200,000
1,200,000
Exercised
(not vested)
during the
year
Forfeited
during the
year
Lapsed
during the
year
Balance at
the year
end
Vested
during
the year
-
-
-
-
-
-
-
-
-
-
(1,200,000)
-
(765,000)
-
4,800,000
500,000
1,035,000
1,200,000
-
250,000
432,500
(1,965,000)
7,535,000
682,500
For the year ended 31 December 2019
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value
at Grant
date
26/08/2018
12/09/2018
31/12/2019
25/08/2021
11/09/2021
30/12/2022
Nil
Nil
Nil
$0.28
$0.30
$0.63
Options
at
beginning
of the
year
8,400,000
750,000
-
Granted
during the
year
-
-
1,800,000
Total
9,150,000
1,800,000
Exercised
(not vested)
during the
year
Forfeited
during the
year
Lapsed
during the
year
Balance at
the Year
End
Vested
during
the year
-
250,000
-
250,000
2,400,000
-
-
2,400,000
-
-
-
-
6,000,000
500,000
1,800,000
8,300,000
-
-
-
-
Genmin Limited Financial Statements
For the year ended 31 December 2020
61
Value of the Performance Rights Expensed
For the year ended 31 December 2020
Grant Date
Expiry
Date
Average
Exercise
Price
26/08/2018 25/08/2021
12/09/2018 11/09/2021
31/12/2019 30/12/2022
23/06/2020 22/06/2023
Nil
Nil
Nil
Nil
For the year ended 31 December 2019
Grant Date
Expiry
Date
Average
Exercise
Price
26/08/2018 25/08/2021
12/09/2018 11/09/2021
31/12/2019 30/12/2022
Nil
Nil
Nil
Fair
Value
at
Grant
date
$0.28
$0.30
$0.63
$0.62
Fair
Value
at
Grant
date
$0.28
$0.30
$0.63
Options at
beginning
of the year
Issued
during the
year
Exercised during
the year
Forfeited
during the
year
Lapsed
during the
year
Probability
adjustment
Closing
balance
1,124,376
94,783
749,712
-
1,968,871
-
-
-
464,014
464,014
-
-
-
-
-
-
-
-
-
-
(272,027)
-
(320,503)
-
(592,530)
(38,443)
44,237
96,941
115,154
217,889
813,906
139,020
526,150
579,168
2,058,244
Options at
beginning
of the year
Issued
during the
year
Exercised during
the year
Forfeited
during the
year
Lapsed
during the
year
Probability
adjustment
Closing
balance
2,538,910
213,130
-
2,752,040
-
-
749,712
749,712
-
(70,758)
-
(70,758)
(725,400)
-
-
(725,400)
-
-
-
-
(689,134)
(47,589)
-
1,124,376
94,783
749,712
(736,723)
1,968,871
Genmin Limited Financial Statements
For the year ended 31 December 2020
62
15.4
Reserves
Performance rights reserve
Foreign currency translation reserve
Acquisition of NCI Reserve
Options Reserve reserves
Balance as at 31 December 2020
16.
Cash flow reconciliation
Reconciliation of cash flows from operating activities
Loss for the period
Non-cash flows in loss from ordinary activities
Changes in performance rights
Depreciation expense
Impairment on exploration assets
Loss on disposal of assets
Foreign currency (gain)/loss
Embedded derivative
Government Cash Flow Boost
Changes in assets and liabilities
(Increase)/decrease in receivables
Decrease/(increase) in prepayments
Increase/(decrease) in payables
Increase/(decrease) in Lease Liabilities
Net cash flows used in operating activities
17.
Convertible Notes
Unsecured Debt
2020
US$
(2,058,244)
970,875
1,385,407
-
298,038
2019
US$
(1,968,871)
2,410,697
1,385,407
-
1,827,233
2020
US$
2019
US$
(2,812,286)
(1,079,665)
89,373
82,047
7,021
-
6,887
333,594
69,018
(724,192)
77,187
209,823
-
(4,292)
-
-
(31,366)
3,499
185,911
(55,318)
(2,121,620)
7,393
7,025
(252,293)
75,647
(1,683,367)
On 1 May 2020, Genmin signed the Convertible Note Deed (Deed) with Tembo Capital Mining
Fund LP (Tembo). The Deed was approved by Genmin’s shareholders at the 2020 Annual
General Meeting. The key terms of the Deed are as follows:
• Genmin to raise up to US$3m by issuing up to 30,000 unsecured convertible note to
Tembo at a face value of US$100 each, convertible into fully paid ordinary shares of
Genmin (Facility);
• An establishment fee of 2% and interest rate of 10% per annum is payable on the
Facility;
• The Facility has a Maturity Date of 30 June 2021, and the Repayment Amount will be
due and payable on 31 December 2021.
• Subject to certain regulatory approvals, Tembo may elect to convert the notes into
conversion shares at the conversion price, which will equal or higher of:
Genmin Limited Financial Statements
For the year ended 31 December 2020
63
o 100% subtract the 15% discount rate then multiplied by the price per share
payable on the basis of the fair market value that is determined by an
independent expert and;
the floor price, which is US$0.15 per share.
o
Tembo retrospectively received the Foreign Investment Review Board (FIRB) approval of the
Deed on 25 November 2020 and accordingly, Genmin recognised the embedded derivative.
Prior to receiving the FIRB approval, Genmin treated the Facility as an unsecured debt.
Following Genmin’s successful listing on the ASX, Tembo has converted the Facility into
Genmin’s ordinary shares per the Tembo Offer described in the Prospectus dated 9 February
2021 (see ASX announcement dated 9 March 2021).
2020
US$
2019
US$
Proceeds from issue of convertible notes
Embedded derivative
Embedded derivative - unwound
Establishment fee
Establishment fee – unwound
Interest expense
Carrying amount of liability as at 31 December 2020
3,000,000
(583,789)
333,594
(60,000)
34,286
99,370
2,823,461
-
-
-
-
-
-
-
Financial liability
On the application of AASB 9 Financial Instruments, the Group accounts for convertible security
financing on a present value basis and recognised the implicit value of the conversion rights
granted. The conversion rights will be recognised as equity on the extinguishment of the
convertible note for shares.
Conversion rights
18.
Related party disclosures
2020
US$
583,789
2019
US$
-
The related parties are defined as AASB 124 para. 9. A related party transaction is a transfer
of resources, services or obligations between a reporting entity and a related party, regardless
of whether a price is charged.
18.1
Transactions with key management personnel (incl. Executive Director)
Transactions with key management personnel
Short-term employee benefits
Salaries
Performance rights
Total Short-term employee benefits
2020
US$
2019
US$
327,636
(556,346)
(228,710)
242,282
(131,106)
111,176
Genmin Limited Financial Statements
For the year ended 31 December 2020
64
Long service leave
Total other long-term benefits
Superannuation
Total Post-employment benefits
21,219
21,219
31,124
31,124
14,711
14,711
23,612
23,612
Total Remuneration
(176,367)
149,499
18.2
Transactions with non-executive directors
Transactions with non-executive directors
Professional services rendered
Performance rights
Total Remuneration
18.3
Transactions with controlling shareholder
2020
US$
2019
US$
60,000
579,168
639,168
76,258
(725,400)
(649,142)
On 1 May 2020, Genmin signed the Convertible Note Deed (Deed) with Tembo Capital Mining
Fund LP (Tembo). The Deed was approved by Genmin’s shareholders at the 2020 Annual
General Meeting. The key terms of the Deed are as follows:
• Genmin to raise up to US$3m by issuing up to 30,000 unsecured convertible note to
Tembo at a face value of US$100 each, convertible into fully paid ordinary shares of
Genmin (Facility);
• An establishment fee of 2% and interest rate of 10% per annum is payable on the
Facility;
• The Facility has a Maturity Date of 30 June 2021, and the Repayment Amount will be
due and payable on 31 December 2021.
• Subject to certain regulatory approvals, Tembo may elect to convert the notes into
conversion shares at the conversion price, which will equal or higher of:
o 100% subtract the 15% discount rate then multiplied by the price per share
payable on the basis of the fair market value that is determined by an
independent expert and;
the floor price, which is US$0.15 per share.
o
Tembo retrospectively received the Foreign Investment Review Board (FIRB) approval of the
Deed on 25 November 2020 and accordingly, Genmin recognised the embedded derivative.
Prior to receiving the FIRB approval, Genmin treated the Facility as an unsecured debt.
Following Genmin’s successful listing on the ASX, Tembo has converted the Facility into
Genmin’s ordinary shares per the Tembo Offer described in the Prospectus dated 9 February
2021 (see ASX announcement dated 9 March 2021).
Genmin Limited Financial Statements
For the year ended 31 December 2020
65
19.
Earnings per share
2020
US$
2019
US$
Earnings used in calculating earnings per share
Earnings attributable to ordinary shareholders of the parent
(2,804,809)
(1,072,857)
Weighted average number of shares
Ordinary shares used in calculating basic earnings per share
Effect of dilution from options and performance rights
Ordinary shares used in calculating diluted earnings per share
No. of shares
299,791,374
20,370,195
320,161,569
No. of shares
283,315,016
38,811,621
322,126,637
Earnings per share
Basic Earnings per share
Diluted Earnings per share
(0.936) cent
(0.876) cent
(0.379) cent
(0.333) cent
20.
Commitments
Exploration expenditure commitments
Republic of Gabon prescribes minimum annual expenditure obligations for Exploration
Licences. The Company expects it will be able to meet any expenditure obligations imposed for
any of the Exploration Licences that it holds in the normal course of operations. If any
expenditure obligations are not met, then the Company has the ability to request a waiver of
these obligations or to negotiate amended obligations for the remaining term of the Exploration
Licence or relinquish the Exploration Licence. The current total commitment over the next three
years is around US$5.3m.
21.
Financial instrument risk
21.1 Risk management objectives and policies
The Group’s principal financial instruments comprise of cash. The main purpose of these
financial instruments is to provide working capital for the Group and to fund its operations.
The Group does not actively engage in the trading of financial assets for speculative purposes.
The most significant financial risks to which the Group is exposed are described below.
21.2
Liquidity risk
The Group manages liquidity risk by monitoring cash levels on an ongoing basis against budget
and forecast cash flows. The Group’s operations require it to raise capital to fund its exploration
program.
21.3 Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the group. All cash balances held at banks are held at internationally
recognised institutions.
Genmin Limited Financial Statements
For the year ended 31 December 2020
66
21.4
Interest rate risk
The Group has minimal interest rate risk arising from cash and cash equivalents held as funds
are held in USD and converted to AUD as required. Interest payable on USD deposits is
negligible.
21.5
Foreign currency risk
As a result of the Group operating overseas (Gabon), the Group is exposed to foreign exchange
risk from commercial transactions and recognised assets denominated in a currency that is not
the Group’s functional currency. The Group also has transactional currency exposures. Such
exposure arises from purchases by an operating entity other than the Group’s functional
currency. The Group does not enter into forward foreign exchange contracts or any other forms
of foreign currency protection instruments and does not have a hedging policy.
22.
Fair value measurement
Financial assets and financial liabilities measured at fair value in the statement of financial
position are grouped into three levels of a fair value hierarchy. The three levels are defined
based on the observability of significant inputs to the measurement, as follows:
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
• Level 2: Inputs other than quoted prices included within level 1 that are observable for
the asset or liability, either directly or indirectly
• Level 3: Unobservable inputs for the asset or liability.
The following table shows the levels within the hierarchy of financial assets and liabilities
measured at fair value on a recurring basis:
Fair value measurement of financial instruments
Financial assets held for sale – Level 1
Embedded derivative - Convertible Note - Level 3
Total
2020
US$
2019
US$
-
583,789
583,789
58
-
58
The Financial asset held for sale is related to the investment in Symbol Mining (Symbol;
ASX:SL1). On 13 June 2019, Symbol entered into voluntary administration. Genmin’
management does not believe the investment in Symbol can be recovered and decided to write
off the investment.
The Group has recognised a retrospective embedded derivative upon receiving FIRB approval
on 25 November 2020 (see Note 17). Genmin commissioned an independent valuation
consultant to provide an indicative share price for the purpose of the performance rights.
Genmin used the same valuation methodology and parameters to calculate the value of the
embedded derivative for accounting purposes.
In the absence of an active market for an identical liability, the Group has selected a valuation
technique that is appropriate in the circumstances and for which sufficient data is available to
measure fair value.
Genmin Limited Financial Statements
For the year ended 31 December 2020
67
An income approach has been used to convert estimated future cash flows into a single
discounted present value. The derivative was subsequently remeasured at reporting date will
not change in value.
23.
Capital management
When managing capital, the Board’s objective is to ensure the Group continues as a going
concern as well as to maximise the returns to shareholders and benefits for other stakeholders.
The Board also aims to maintain a capital structure that ensures the lowest cost of capital
available to the entity.
The Board is constantly reviewing the capital structure to take advantage of favourable costs
of capital or high return on assets. As the market is constantly changing, the Board may issue
new shares, return capital to shareholders or sell assets.
24.
Parent entity information
Information relating to Genmin Limited (“the Parent Entity”):
Statement of Financial Position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Issued Capital
Reserves
Accumulated Losses
Total Equity
2020
US$
2019
US$
879,245
24,298,478
25,177,723
213,884
22,526,718
22,740,602
3,518,097
-
3,518,097
136,869
17,831
154,700
21,659,626
22,585,902
37,130,711
1,292,342
(16,763,427)
21,659,626
36,075,955
1,202,969
(14,693,022)
22,585,902
Statement of profit or loss and other comprehensive income
Loss for the year
Other comprehensive loss
Total comprehensive loss
(1,959,227)
-
(1,959,227)
(4,044,420)
-
(4,044,420)
25.
Segment Information
For management purposes, Genmin is organised into business units based on its geographical
location and the nature of activities. Genmin has two business units and they are:
• Gabon Exploration and;
• Corporate.
Genmin Limited Financial Statements
For the year ended 31 December 2020
68
For the year ended 31 December 2020
Corporate
Gabon
Exploration
Consolidated
Eliminations
US$
US$
US$
Total
US$
Continuing operations
Other income
Total Other income
Accounting and audit fees
Consultancy fees
Travel and accommodation
Corporate expenses
Director and employee expenses
Legal fees
Occupancy expenses
Depreciation expense
Interest Paid
Impairment
Provision for doubtful debt
Financial cost
Loss before income tax
69,836
69,836
(154,085)
(140,224)
(18,749)
(214,063)
(889,265)
(668,095)
(22,389)
(32,583)
(111,181)
-
-
(376,240)
(2,557,038)
-
-
(125,946)
-
-
(18,247)
-
(9,978)
-
(49,464)
(5,694)
(7,021)
(32,103)
(6,795)
(255,248)
Income Tax Expense
Loss after income tax
-
(2,557,038)
-
(255,248)
For the year ended 31 December 2019
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
69,836
69,836
(280,031)
(140,224)
(18,749)
(232,310)
(889,265)
(678,073)
(22,389)
(82,047)
(116,875)
(7,021)
(32,103)
(383,035)
(2,812,286)
-
(2,812,286)
Continuing operations
Other income
Total Other income
Accounting and audit fees
Consultancy fees
Travel and accommodation
Corporate expenses
Director and employee expenses
Legal fees
Occupancy expenses
Depreciation expense
Interest paid
Impairment
Provision for doubtful debt
Financial cost
Loss before income tax
Genmin Limited Financial Statements
For the year ended 31 December 2020
Corporate
Gabon
Exploration
Consolidated
Eliminations
US$
US$
US$
939
939
(149,204)
(199,909)
(76,991)
(189,188)
17,489
(45,588)
(18,485)
(39,790)
(3,233)
(2,394)
-
(9,550)
(715,904)
-
-
(87,887)
-
-
(11,574)
-
(12,166)
-
(37,397)
(6,578)
(207,429)
-
(730)
(363,761)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
US$
939
939
(237,091)
(199,909)
(76,991)
(200,762)
17,489
(57,754)
(18,485)
(77,187)
(9,811)
(209,823)
-
(10,280)
(1,079,665)
69
As at 31 December 2020
Assets
Current
Cash and cash equivalents
Trade and other receivables
Financial assets
Prepayments
Total current assets
Non-current
Property, plant and equipment
Exploration and evaluation assets
Other Intangible Assets
Capital Work in Progress
Right of Use Asset
Total non-current assets
Total assets
Liabilities
Current
Trade and other payables
Lease Liabilities
Convertible Note
Embedded Derivative
Current liabilities
Non-Current
Lease Liabilities
Non-Current liabilities
Corporate
Gabon
Exploration
Consolidated
Eliminations
US$
US$
US$
Total
US$
797,668
72,080
-
36,562
906,310
8,144
121,856
395,285
-
17,778
543,063
70,606
5,418
-
47,463
123,487
239,606
24,789,011
-
-
61,536
25,090,153
1,449,373
25,213,640
496,162
17,101
2,823,460
583,789
3,920,512
319,360
56,435
-
-
375,795
-
-
8,945
8,945
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
868,274
77,498
-
84,025
1,029,797
247,750
24,910,867
395,285
-
79,314
25,633,216
26,663,013
815,522
73,536
2,823,460
583,789
4,296,307
8,945
8,945
4,305,252
22,357,760
Total liabilities
3,920,512
384,740
Net assets
(2,471,139)
24,828,900
Genmin Limited Financial Statements
For the year ended 31 December 2020
70
As at 31 December 2019
Assets
Current
Cash and cash equivalents
Trade and other receivables
Financial assets
Prepayments
Total current assets
Non-current
Property, plant and equipment
Exploration and evaluation assets
Other Intangible Assets
Capital Work in Progress
Right of Use Asset
Total non-current assets
Total assets
Liabilities
Current
Trade and other payables
Lease Liabilities
Convertible Note
Embedded Derivative
Current liabilities
Non-Current
Lease Liabilities
Convertible Note
Non-Current liabilities
Corporate
Gabon
Exploration
Consolidated
Eliminations
US$
US$
US$
Total
US$
167,572
40,680
58
35,168
243,478
14,607
121,856
395,285
-
40,762
572,510
50,381
3,416
-
48,211
102,008
317,876
21,990,361
-
2,108
86,558
22,396,903
815,988
22,498,911
134,472
24,178
-
-
158,650
17,831
-
17,831
462,843
36,610
-
-
499,453
53,063
-
53,063
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
217,953
44,096
58
83,379
345,486
332,483
22,112,217
395,285
2,108
127,320
22,969,413
23,314,899
597,315
60,788
-
-
658,103
70,894
-
70,894
728,997
22,585,902
Total liabilities
176,481
552,516
Net assets
639,507
21,946,395
Genmin Limited Financial Statements
For the year ended 31 December 2020
71
26.
Events after the reporting date
The following matters or circumstances have arisen since the end of the financial year which
have affected or may affect the operations of the Group, the results of those operations, or the
state of affairs of the Group in future financial years.
Initial Public Offering (IPO)
On 10 March 2021, Genmin completed the IPO as set out in the Prospectus dated 9 February
2021 and became an ASX-listed entity. The Company,
•
•
raised A$30.0m (US$23.1m) by issuing 88,235,294 ordinary fully paid shares at an
issue price of A$0.34 per share;
issued 12,253,105 Shares to Ndovu Capital I.B.V (a subsidiary of Tembo Capital
Mining Fund LP) at an issue price of A$0.34 per share in full conversion of the
convertible notes issued under the Convertible Note Deed dated 1 May 2020 (being
such number of shares as is equal to US$3,207,863 owing under the Convertible Note
Deed);
• granted 5,000,000 options to the Joint Lead Managers of the IPO as part of the
consideration of their services, the key terms of the options are:
o Exercise Price: A$0.442
o Grant Date: 8 March 2021
o Expiry Date: 7 March 2026
Board Structure
On 10 March 2021, Mr Michael Arnett became a Director and the Chairman of the Board. Mr
Brian van Rooyen became a Director and the Chair of the Audit and Risk Management
Committee.
Both Mr Arnett and Mr van Rooyen are Independent Directors.
Exploration Permits
After the balance date, Genmin was notified by the government (Le Ministre du Petrole, du Gaz
et des Mines) that the Baniaka West permit was renewed on 18 December 2020 for a further
three years. For more information, please see Genmin’s ASX announcement on 16 March
2020.
On 19 March 2021, Genmin lodged a three-year extension request for the Minvoul permit with
the Mining Administration of Gabon.
Genmin Limited Financial Statements
For the year ended 31 December 2020
72
Directors’ Declaration
The Directors of the Group declare that:
1. The financial statements and notes, as set out on pages 38 to 72, are in accordance with
the Corporations Act 2001:
a Comply with Accounting Standards as described in Note 1 to the financial statements,
the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
b Give a true and fair view of the financial position as at 31 December 2020 and of the
performance for the year ended on that date of the Group in accordance with the
accounting policies described in Note 1 to the financial statements; and
2. There are reasonable grounds to believe that the Group will be able to pay its debts as
and when they become due and payable.
3. This declaration has been made after receiving the declarations required to be made to
the directors by the CEO and CFO in accordance with section 295A of the Corporations
Act 2001 for the year ended 31 December 2020.
This declaration is made in accordance with a resolution of the Board of Directors.
Michael Arnett
Chairman of the Board
30 March 2021
Genmin Limited Financial Statements
For the year ended 31 December 2020
73
Independent Auditor's Report
To the Members of Genmin Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Genmin Limited (“the Company”) and its
subsidiaries (“the Group”), which comprises the consolidated statement of financial
position as at 31 December 2020, 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 31
December 2020 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 Note 1.
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.
Independent Auditor’s Report
To the Members of Genmin Limited (Continued)
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
Exploration and evaluation assets
Our procedures included, amongst others:
(Refer to Note 11)
The Company has capitalised exploration and
evaluation assets of $24,910,867 as at 31
December 2020.
Exploration and evaluation assets is a key audit
matter due to:
- The significance of the balance to the Group’s
financial position.
of
application
- The level of judgement required in evaluating
management’s
the
requirements of AASB 6 Exploration for and
Evaluation of Mineral Resources (“AASB 6”).
AASB 6 is an industry specific accounting
standard
the application of
significant
judgements, estimates and
industry knowledge. This includes specific
be
requirements
expenditure
requiring
for
to
capitalised as an asset and subsequent
requirements which must be complied with
for capitalised expenditure to continue to be
carried as an asset.
- The assessment of impairment of exploration
and evaluation expenditure being inherently
difficult.
- Assessing management’s determination of
its
areas of interest for consistency with the definition
in AASB 6. This involved analysing the tenements
in which the Company holds an interest and the
exploration programs planned for those tenements.
- For each area of interest, we assessed the
Company’s rights to tenure by corroborating to
government registries and evaluating agreements
in place with other parties as applicable.
- We considered the activities in each area of interest
to date and assessed the planned future activities
for each area of interest by evaluating budgets.
- Substantiated a sample of expenditure by agreeing
to supporting documentation.
- We assessed each area of interest for one or more
of the following circumstances that may indicate
impairment of the capitalised expenditure:
-
the licenses for the right to explore expiring in
the near future or are not expected to be
renewed;
- substantive expenditure for further exploration
in the specific area is neither budgeted or
planned
- decision or
intent by
the Company
to
discontinue activities in the specific area of
interest due to lack of commercially viable
quantities of resources; and
- data indicating that, although a development in
the specific area is likely to proceed, the
carrying amount of the exploration asset is
unlikely to be recovered in full from successful
development or sale.
- Examined the disclosures made in the financial
report.
Independent Auditor’s Report
To the Members of Genmin Limited (Continued)
Key Audit Matter
How our audit addressed the key audit matter
Performance rights
(Refer to Note 15)
During the year, the Company issued 1,200,000
performance rights.
Performance rights are considered to be key audit
matter due to:
- The significance of the balance to the Group’s
financial position; and
- The level of judgement required in evaluating
management’s
the
requirements of AASB 2 Share-based
Payment.
application
of
Our procedures included, amongst others:
- Analysing
the
performance rights and
conditions.
terms and conditions of
the
the relevant vesting
- Evaluated management’s valuation methods and
assessed the assumptions and inputs used.
- Assessed the amount recognised during the period
against the relevant vesting conditions.
- Assessed the appropriateness of the disclosures
included in the relevant notes to the financial
statements.
-
Borrowings
(Refer to Note 17)
As disclosed
in note 17, Genmin signed a
Convertible Note Deed to raise up to USD$3 million
by issuing up to 30,000 unsecured convertible
notes at a face value of US$100 each convertible
into fully paid ordinary shares.
Our procedures included, amongst others:
- Analysing the Convertible Note Deed to identify key
terms and conditions of the convertible note.
- Verification of the funds received from the issue of
the convertible notes during the year.
- Assessing the accounting treatment of the financial
instrument in accordance with the recognition and
measurement of the relevant Australian Accounting
Standards.
Convertible notes are considered to be key audit
- Evaluating management’s valuation of
the
matter due to:
- The significance of the balance to the Group’s
financial position; and
- Complexities involved in the recognition and
financial
transaction
measurement
instruments and associated
costs.
convertible
of
conversion rights and assessing the assumptions
and inputs used.
- Assessing
the calculation of
the
relevant
amortisation of finance costs for the year.
- Assessed the appropriateness of the disclosures
included in the relevant notes to the financial
statements.
Independent Auditor’s Report
To the Members of Genmin Limited (Continued)
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group’s annual report for the year ended 31 December 2020, 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 Note 1, 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.
Independent Auditor’s Report
To the Members of Genmin Limited (Continued)
−
−
−
−
−
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 31 December
2020. 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.
Independent Auditor’s Report
To the Members of Genmin Limited (Continued)
Auditor’s Opinion
In our opinion, the Remuneration Report of the Company, for the year ended 31 December 2020, complies with
section 300A of the Corporations Act 2001.
BENTLEYS
Chartered Accountants
CHRIS NICOLOFF CA
Partner
Dated at Perth this 30th day of March 2021
ASX Additional Information
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in
this Annual Report is set out below.
1. Shareholdings
The issued capital of the Group as at 22 March 2021 is 400,548,754 ordinary fully paid shares,
of which 279,327,773 quoted on the ASX and 121,220,981 are unquoted.
All issued ordinary fully paid shares carry one vote per share.
A .Ordinary Shares (GEN)
Range
Total holders
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
B. Unlisted Options
5
38
86
364
126
619
Units
1,212
106,049
652,526
13,518,147
386,270,820
400,548,754
% Units
0.00
0.03
0.16
3.37
96.44
100.00
OPTION EXPIRING 30-APR-2021 EX USD$0.25
OPTION EXPIRING 06-JUN-2022 EX AUD$0.04
Range
Total
holders
Units
%
Units
Range
Total
holders
Units
%
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
3
3
0
0
0
0
0
0
0
0
968,625
968,625
100
100
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
1
1
0
0
0
0
0
0
0
0
124,403
124,403
100
100
OPTION EXPIRING 14-AUG-2022 EX $0.04
OPTION EXPIRING 31-JAN-2023 EX USD$0.15
Range
Total
holders
Units
%
Units
Range
Total
holders
Units
%
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
4
4
0
0
0
0
0
0
0
0
8,200,000
8,200,000
100
100
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
5
5
0
0
0
0
0
0
0
0
1,254,479
1,254,479
100
100
Genmin Limited Financial Statements
For the year ended 31 December 2020
80
OPTION EXPIRING 31-JUL-2024 EX USD$0.15
OPTION EXPIRING 07-MAR-2026 EX AUD$0.442
Range
Total
holders
Units
%
Units
Range
Total
holders
Units
%
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
1
2
4
0
0
0
10,077
530,000
540,077
0
0
0
2
98
100
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
2
2
0
0
0
0
0
0
0
0
5,000,000
5,000,000
100
100
C. Performance Rights
PERFORMANCE RIGHTS 25-AUG-2021 RESTRICTED
PERFORMANCE RIGHTS EXPIRING 11-SEP-2021
Range
Total
holders
Units
%
Units
Range
Total
holders
Units
%
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
1
1
0
0
0
0
0
0
0
0
4,800,000
4,800,000
100
100
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
1
1
0
0
0
0
0
0
0
0
500,000
500,000
100
100
PERFORMANCE RIGHTS EXPIRING 30-DEC-2022
Total
holders
Range
Units
%
Units
PERFORMANCE RIGHTS 22-JUN-2023 RESTRICTED
%
Total
Units
holders
Range
Units
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
1
3
4
0
0
0
85,000
950,000
1,035,000
0
0
0
8
92
100
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
0
0
0
0
1
1
0
0
0
0
0
0
0
0
1,200,000
1,200,000
100
100
2. Quoted Securities subject to Voluntary Escrow
There are 128,939,583 quoted fully paid ordinary shares that are subject to voluntary escrow
until 10 March 2023, which are held by Ndovu Capital I B.V. (100%).
Genmin Limited Financial Statements
For the year ended 31 December 2020
81
3. Unquoted Restricted Securities subject to Mandatory Escrow
There are 121,220,981 unquoted fully paid ordinary shares that are ASX restricted securities
subject to escrow until 10 March 2023:
• There are 3 holders of 121,220,981 restricted securities subject to mandatory escrow
of which 1 shareholder holds greater than 20%:
o Ndovu Capital I B.V. holds 107,035,569 shares (88.3%).
There are 4,800,000 unlisted options with an exercise price AUD0.04, expiry 14 August 2022
that are ASX restricted securities subject to escrow until 10 March 2023.
There are 590,625 unlisted options with an exercise price USD0.25, expiry 30 April 2021 that
are ASX restricted securities subject to escrow until 10 March 2023.
There are 124,403 unlisted options with an exercise price AUD0.04, expiry 6 June 2022 that
are ASX restricted securities subject to escrow until 10 March 2023.
There are 4,800,000 unlisted performance rights, expiry 25 August 2021 that are ASX
restricted securities subject to escrow until 10 March 2023.
There are 1,200,000 unlisted performance rights, expiry 22 June 2023 that are ASX restricted
securities subject to escrow until 10 March 2023.
There are 250,000 unlisted options with an exercise price USD0.25, expiry 31 July 2024 that
are ASX restricted securities subject to escrow until 10 March 2023.
There are 5,000,000 unlisted options with an exercise price AUD0.442, expiry 7 March 2026
that are ASX restricted securities subject to escrow until 10 March 2023:
• There are 2 holders of 5,000,000 restricted securities subject to mandatory escrow of
which, the following option holders hold greater than 20%:
o Foster Stockbroking Nominees Pty Ltd holds 2,500,000 options (50%); and
o Bell Potter Nominees Ltd holds 2,500,000 options (50%).
4. Unquoted Security Holders
The following security holders hold greater than 20% in each of the following unquoted classes
of securities:
• 4 holders of 8,200,000 unlisted options expiry 14 August 2022, of which the following
option holders hold greater than 20%:
o Giuseppe Ariti holds 4,800,000 options (50%); and
o Shane Volk holds 1,940,000 options (24%).
• 1 holder of 124,403 unlisted options expiry 6 June 2022 of which 100% was held by
Giuseppe Ariti.
Genmin Limited Financial Statements
For the year ended 31 December 2020
82
• 3 holders of 968,625 unlisted options expiry 30 April 2021, of which the following option
holders hold greater than 20%:
o Giuseppe Ariti holds 590,625 options (61%); and
o North Point Super Pty Ltd holds 236,250 options (24%).
• 3 holders of 540,007 unlisted options expiry 31 July 2024, of which the following option
holders hold greater than 20%:
o Shane Raymond Volk & Stephanie Vyatri Situmorang hold 280,000 options
(52%) and
o Foster Stockbroking Nominees Pty Ltd holds 250,000 options (46%).
• 5 holders of 1,254,479 unlisted options expiry 31 January 2023, of which the following
option holders hold greater than 20%:
o South Durras Pty Ltd hold 500,000 options (40%) and
o Ralsten Pty Ltd holds 354,479 options (28%).
5. Unmarketable Parcels
As at 22 March 2021, there were 18 holders of less than a marketable parcel of ordinary
shares.
Genmin Limited Financial Statements
For the year ended 31 December 2020
83
6. Top 20 Shareholders
(GEN) As At 22 March 2021
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
14
16
17
18
18
20
NDOVU CAPITAL I B V
GIUSEPPE VINCE ARITI
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
CS THIRD NOMINEES PTY LIMITED
SANDINI PTY LTD
SOUTH DURRAS PTY LTD
RALSTEN PTY LTD
CARJAY INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
CS FOURTH NOMINEES PTY LIMITED
OAM (MIDDLE EAST) LTD
MR SHANE RAYMOND VOLK
FOSTER STOCKBROKING NOMINEES PTY LTD
NATIONAL NOMINEES LIMITED
MR PATRICK FRANK VEKEMANS
PRECISION OPPORTUNITIES FUND LTD
EMERALD CORPORATION PTY LTD
MR KENNETH JOSEPH HALL
NORTHPOINT SUPER PTY LTD
Units
%
248,228,257
61.97
13,038,808
10,408,827
10,138,232
9,862,958
7,352,941
5,735,000
5,549,503
4,368,238
3,760,222
3,757,059
3,000,000
2,893,405
2,500,000
2,500,000
2,323,000
2,175,000
2,000,000
2,000,000
1,900,000
3.26
2.60
2.53
2.46
1.84
1.43
1.39
1.09
0.94
0.94
0.75
0.72
0.62
0.62
0.58
0.54
0.50
0.50
0.47
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
Total Remaining Holders Balance
343,491,450
57,057,304
85.76
14.24
7. Substantial Shareholders (As at 22 March 2021)
Rank
Name
1
2
GENMIN LIMITED
NDOVU CAPITAL I B V
Units
250,160,564
248,228,257
%
62.45
61.97
Note: Genmin Limited is deemed to have a substantial shareholder interest by virtue of being a party to
the escrow restriction agreements that creates a technical relevant interest in its own shares. However,
Genmin Limited has no right to acquire these shares or to control the voting rights attaching to these
shares.
8. Group Cash and Assets
In accordance with Listing Rule 4.10.19, the Group confirms that it has been using the cash and
assets it had acquired at the time of admission in a conservative manner that is consistent with its
business objective and strategy in the time since admission.
Genmin Limited Financial Statements
For the year ended 31 December 2020
84
Tenement Report
Licence
Number
Registered
Holder
Location
Genmin
Interest (%)
Licence
Name
Baniaka
Baniaka
West
G2-537
Reminac SA
Gabon
G2-572
Minconsol SA
Gabon
Bakoumba
G2-511
Kimin Gabon
SA
Gabon
Mafoungui
G7-535
Reminac SA
Gabon
Minvoul
G9-512
Bitam
G9-590
Azingo Gabon
SA
Azingo Gabon
SA
Gabon
Gabon
Nature of
interest
Registered
owner
Registered
owner
Registered
owner
Registered
owner
Registered
owner
Registered
owner
100%
100%
100%
100%
100%
100%
Genmin Limited Financial Statements
For the year ended 31 December 2020
85