Genuit Group
Annual Report 2022

Plain-text annual report

Annual Report 2022. Corporate Directory. Registered Office and Business Addresss London House, Suite 3, Level 8 216 St Georges Terrace Perth WA 6000 +61 8 9200 5812 ABN: 81 141 425 292 Postal PO Box 7405 Cloisters Square PO WA 6000 Share Registry Computershare Investor Services Pty Limited Level 11 172 St George’s Terrace Perth WA 6000 Stock Exchange Listing The Company’s fully paid shares are listed and quoted on the Australian Securities Exchange (ASX). ASX Code: GEN Website Genmin maintains a current and up to date corporate website www.genmingroup.com Directors Mr Michael Arnett Non-Executive Chairman Mr Giuseppe Ariti Managing Director & CEO Mr Brian van Rooyen Non-Executive Director Mr Salvatore Amico Non-Executive Director Mr John Hodder Non-Executive Director Company Secretary Mr Dennis Wilkins Auditors Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco WA 6008 T: +61 8 9426 0666 Solicitors Herbert Smith Freehills 1 The Esplanade Perth WA 6000 +61 8 9211 7777 Bankers National Australia Bank 100 St Georges Terrace Perth WA 6000 2 | Annual Report 2022 GENMIN Contents Corporate Directory About Genmin Board & Management A message from the Chair ESG Gabon Operations Review Corporate Governance Financial Report Consolidated Financial Statements Notes to the Consolidated Financial Statements ASX Additional Information 2 5 10 17 18 20 24 38 41 57 63 106 GENMIN Annual Report 2022 | 3 . t u o b A 4 | Annual Report 2022 GENMIN About Genmin Genmin is an emerging iron ore producer listed on the ASX, pioneering iron ore mining in the Republic of Gabon on the west coast of Central Africa. With a greener, equity-driven approach, we strive to create diverse shareholder value — economic, social, and environmental — through the development of Baniaka and our pipeline of projects. We have been established in Gabon for over ten years, The positive results of the Baniaka Preliminary where we own six granted exploration licences for iron ore covering a total land area of 5,064km2. Feasibility Study (PFS) showed that significant shareholder value can be realised through the development of a scalable starter 5Mtpa mining operation. We expect Baniaka’s Mining Permit to be granted by the end of Q2 2023 and in anticipation, have several pre-development work streams underway, including detailed design and engineering of the processing facility. The six exploration licences form three projects: • feasibility stage - Baniaka Iron Ore Project (Baniaka), • advanced exploration stage - Bakoumba Iron Ore Project (Bakoumba), and • early-stage exploration - Bitam Iron Ore Project (Bitam), located in northwest Gabon, near the Belinga iron ore project. Baniaka and Bakoumba comprise the maturing iron ore hub near the city of Franceville in southeast Gabon. Our extensive footprint there controls all acreage prospective for iron ore in the region, with only 16% of the 121km of iron mineralised strike drill tested to date. Baniaka, with a global Mineral Resource of 760 million tonnes (Mt) at 40% Fe is targeted to achieve first production in mid-2024, by: • locking in all material agreements - long form contracts signed for rail & port services and supply of renewable hydropower; • having submitted the social and environmental impact assessment (SEIA); and • supporting Anglo American to finalise its due diligence for project financing. 1 The Mineral Resource, Ore Reserve, Production Targets and forecast financial information derived from Production Targets for Baniaka were presented in an announcement released on 16 November 2022 titled “Positive Baniaka PFS”, which is available to view at www.genmingroup.com/investors/asx-announcements. GENMIN Annual Report 2022 | 5 Vision. Vision Mission Purpose To lead an equity-driven, environmentally conscious approach to iron ore mining in Africa. To pioneer iron ore mining in Gabon for the prosperity of all. To deliver a Tier 1 iron ore asset producing low carbon, high value-in-use raw material that assists steelmakers and their customers to transition towards a greener economy. 6 | Annual Report 2022 GENMIN Values. Genmin’s values direct everything we do. Pioneering New solutions are required to build a future that empowers stakeholders, respects the environments under our care, and minimises our carbon footprint. Armed with drive and innovation, we are pioneering iron ore mining in Gabon. Equitable Our partnerships and processes are driven by a passion for equity, and we hold the interests of the people and land we work with at the forefront of our business activity. Our deep and genuine respect for Gabon – its people, culture, and environment – underpins everything we do. Transparent We work with honesty and integrity. The way we treat our partners, stakeholders, and the communities we operate in speaks to our steady-handed, genuine approach, the nature of our people, and how we conduct our business. GENMIN Annual Report 2022 | 7 . y g e t a r t S Strategy. Genmin’s strategic plan is underpinned by five key themes. Creating a greener African iron ore mining house. Delivering robust business performance. Advancing our current asset portfolio. Opportunistically expanding our asset portfolio. Building our legacy, by being engaging and influencing. GENMIN Annual Report 2022 | 9 Michael Norman Arnett Non-Executive Chairman (LLB, B.Com) 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). Mr Arnett has been engaged in significant corporate and commercial legal work within the resources industry for over 30 years. Mr Arnett 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 three years. Mr Arnett is Chair of the Remuneration & Nomination Committee and a member of the Audit & Risk Management Committee. . s r o t c e r i D f o d r a o B Giuseppe Vince Ariti John Russell Hodder Managing Director and Chief Executive Officer Non-Executive Director (BSc, DipMinSc, MBA, MAusIMM) (BSc, MSc, BComm) Mr Ariti is an experienced company director and Mr Hodder is a founding principal of Tembo Capital mining executive with over 30 years’ experience in the resources industry across technical, management Management Limited (Tembo), a mining private equity fund, which specialises in providing and assisting junior and executive roles, including the development, and intermediate mining companies, and has over 30 management, and financing of mining projects in years’ experience in the resources industry. Australia, Indonesia, Papua New Guinea and West Africa. Mr Hodder is a geologist, and his first 10 years’ experience was in exploration and commercial project Mr Ariti is a metallurgist with a Bachelor of Science, evaluation for both minerals as well as in oil and gas and Graduate Diploma of Mineral Science from companies. After Mr Hodder obtained a Masters in Murdoch University in Western Australia, and an MBA Finance from the London Business School, he worked from the Edinburgh Business School. Mr Ariti was a founding director of African Iron Limited, an entity developing iron ore assets in the Republic for eight years in private equity within emerging market countries and this was followed by six years as a fund manager before co-founding and establishing Tembo. of Congo until March 2012, at which time it was taken Mr Hodder is currently a Non-Executive Director of over by Exxaro Resources Limited (Exxaro). Previously a director of Australian iron ore producer Territory ASX listed Strandline Resources Limited (ASX: STA) (appointed 8 June 2016). Mr Hodder had no other Resources Limited, Mr Ariti was integral in its acquisition listed directorships in the previous three years. by Hong Kong based commodities trading company Noble Group. Mr Ariti was Executive Chairman of Genmin until his appointment as Managing Director on 20 December 2018. Mr Ariti has had no other listed directorships in the previous three years. Mr Hodder is a member of the Remuneration & Nomination Committee. GENMIN Annual Report 2022 | 11 Salvatore Amico Brian van Rooyen Non-Executive Director (BEng AMP) Non-Executive Director (B.Eng Mechanical, MBA) Mr Amico was the general representative of Eramet in Mr van Rooyen is a highly experienced mining Gabon from 2013 to 2018. Eramet is a global diversified executive with over 30 years’ experience, specialising French mining and metallurgical group with its in strategy, new business, and project development principal listing on the Paris stock exchange (ERA.PA). and operations. During his time in Gabon, Mr Amico oversaw the final permitting and government negotiations, construction and commissioning of the EUR228 million Compagnie Minière de l’Ogooué (COMILOG) metallurgical plant, which value adds manganese ore to manganese metal and silico-manganese. From 2006 to 2014, Mr van Rooyen held senior roles in strategy and business development at Exxaro (JSE: EXX). During his time at Exxaro, Mr van Rooyen was responsible for the acquisition and development of the Mayoko Iron Ore Project in the Republic of Congo until 2013. Prior to joining Exarro, Mr van Rooyen had Prior to 2013, Mr Amico held various roles at Eramet an extensive career with Kumba Resources Limited including Head of the Chemicals Business Unit based (acquired by Anglo American and now Kumba in Paris, Chief Executive Officer of the manganese salts Iron Ore), specialising in primary steel production and oxides business with production sites in the USA, technology. China, Europe and Mexico, and two years as head of Guangxi Eramet Comilog Chemicals Ltd based in Shanghai, China. Mr Amico is a metallurgist with a degree in Metallurgical Engineering from Université de Mons, Belgium, and in 2003 completed the Advanced Management Programme at INSEAD, France. Mr Amico has had no other listed directorships in the previous three years. Mr Amico is a member of the Audit & Risk Management Committee. Mr van Rooyen holds a degree in Mechanical Engineering and an MBA, both from the University of Pretoria, South Africa. Previously serving 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 three years. Mr van Rooyen is Chair of the Audit & Risk Management Committee and a member of the Remuneration & Nomination Committee. 12 | Annual Report 2022 GENMIN Senior Management Dr Karen Lloyd Zaiqian Zhang Chief Strategy Officer Chief Financial Officer (BSc (Hons), MBA, PhD, FAusIMM) (CA, AGIA, ACG) Dr Lloyd is an experienced resources executive with Mr Zhang is an experienced finance professional, fluent 27 years’ experience gained with some of the major in English, Mandarin and Cantonese with over 10 years’ mining, consulting, and investment houses globally. experience in the mining industry. He previously held She is a qualified geologist, mineral economist and Executive Director and Chief Financial Officer roles at mining engineer and specialises in mineral asset Focus Minerals Ltd (ASX: FML). valuation, investment due diligence, and corporate advisory services. With Genmin’s iron ore assets in Gabon and expected connections with Chinese groups sourcing iron ore At Genmin, she is responsible for identifying important supply in Africa, the Board believes it is tactically capital projects, joint ventures, potential M&A targets, important to bring Chinese cultural and language skills and other strategic partnership opportunities, as well into the organisation at a senior level. as overseeing the execution of business initiatives. Mr Zhang is a Chartered Accountant with Chartered Dr Lloyd has the appropriate relevant qualifications, Accountants Australia and New Zealand, and a experience, competence and independence to be Chartered Secretary with the Governance Institute of considered a ‘Specialist’ and ‘Competent Person’ Australia. He has a master’s degree in Accounting and under the VALMIN Code (2015) and JORC Code (2012), Finance and an honour’s degree in Accounting for respectively. Management from Aston University in Birmingham, UK. GENMIN Annual Report 2022 | 13 Vishal Deeplaul Marcus Reston General Manager – Integrated Operations & Services (BSc) General Manager – Technical Services (BSc, FGS MAusIMM MAIG) Mr Deeplaul is a metallurgist and senior mining Mr Reston is a senior mining executive and economic professional with over a 20-year history in metallurgy geologist with over 30 years’ international experience, and logistics, specialising in feasibility studies, including 10 years exploring and developing bulk operational readiness, plant commissioning and commodity projects in West Africa. Mr Reston is upgrades, metals, process metallurgy and integrated responsible for planning and overseeing Genmin’s operations, bulk ore logistics and digitalization. exploration programs and technical studies in Gabon. Prior to joining Genmin, Mr Deeplaul was the CEO of the Grindrod Terminals, a business unit of Grindrod Limited (JSE: GND & GNDP) (Grindrod), where he was responsible for their bulk ore port terminal operations He has an honours degree in Earth Science from the London Metropolitan University (City of London College), UK. Prior to joining Genmin, Mr Reston operated an in South Africa and Namibia. Mr Deeplaul has worked independent mining consultancy, specialising in closely with Transnet’s rail and port business in his roles technical studies, due diligence and operational with Grindrod, South32 and BHP, and been responsible reviews. Previously, he was Chief Operating Officer for commercial negotiations and execution of long- of Pan African Minerals Limited, a private company, term rail and port contracts for coal and manganese. which held large scale iron ore and manganese Mr Deeplaul is an experienced team leader focused on production integration, optimization and commercial contract negotiation and execution. development assets in Côte d’Ivoire and Burkina Faso. Prior to that appointment, Mr Reston was General Manager - Geology and Exploration for the Tonkolili iron ore project in Sierra Leone, where he was a key contributor to the raising of more than US$3 billion in institutional and Chinese funding, to develop the asset. 14 | Annual Report 2022 GENMIN Dennis Wilkins Company Secretary (B.Bus) Mr Wilkins is the founder and Principal of DWCorporate Pty Ltd, a corporate advisory firm servicing the resources industry. Mr Wilkins is a highly experienced company secretary with a strong background in mining and exploration and has been providing commercial, strategic, and corporate governance services to listed entities for 21 years. GENMIN Annual Report 2022 | 15 s ’ n a m r i a h C . s s e r d d A 16 | Annual Report 2022 GENMIN A message from the Chair Dear fellow shareholders, I am pleased to present Genmin’s 2022 Annual Report, a year that redefined us as an emerging iron ore producer in Africa supplying global markets with greener raw materials for iron making. This was also our first full year listed on the ASX and Looking forward, our focus remains steadfast on delivering first production at Baniaka in mid-2024. In support of the mining permit application, we expect to lodge the social and environmental impact assessment by the end of Q1 2023 and for the large- scale mining permit to be granted by the end of Q2 2023. Further, several pre-development work was further significant as the world emerged from the streams are underway, including detailed design and COVID-19 pandemic resulting in a resetting of iron ore engineering of the longest lead time processing facility. pricing from a low of US$80.15 per tonne on 1 November 2022 to US$121.10 on 24 March 2023. A number of significant milestones endorsing our emerging status as a greener iron ore producer were achieved by your company in 2022, including: • becoming a signatory to Digbee ESGTM, an environmental, social and governance platform to measure and transparently report our ESG performance and growth; Importantly, after the end of the year, two long term project agreements were signed being a 15- year integrated mine to ocean going vessel rail and port services agreement, and a 20-year power supply contract for initially 20 megawatts of clean, renewable hydropower, increasing to 50 megawatts to accommodate future scale expansions. These two agreements provide critical infrastructure solutions enabling Baniaka to be delivered for a modest capital • an approximate 170% increase in the Baniaka cost intensity of US$40 per annualised tonne of production. I look forward to updating you next year when we expect to be nearing production. My sincere thanks to our dedicated team for their commitment and continued hard work. Yours sincerely, Michael Arnett Non-Executive Chairman mineral resource estimate to 760 million tonnes making it the largest JORC mineral resource for any commodity in Gabon; • entering into a royalty agreement with global mining giant, Anglo American delivering US$10 million in cash with no dilution to existing shareholders in exchange for up to a 1% revenue royalty on the first 75 million tonnes of iron ore sold from Baniaka, and an exclusivity period for Anglo American to propose and agree with Genmin offtake and the debt piece of a funding solution for project build; • completion of the Baniaka preliminary feasibility study, which showed robust economics for a scalable 5 million tonnes per annum mining operation for an initial investment of approximately US$200 million, with an estimated after tax NPV (8%) and IRR of AU$600 million and 38% respectively, at an average US$97 iron ore price; • the substantial completion of the Baniaka social and environmental impact assessment, which with the feasibility study will be submitted to the relevant government administrations in support of a large- scale mining permit application; and • the extension of the Baniaka and Bakoumba exploration licences for six years, expiring in 2028. GENMIN Annual Report 2022 | 17 . G S E ESG Case Study. Boumango Medical Centre Baniaka borders three departments within the Haut-Ogooué province, including Ogooué-Létili department where the village of Boumango is located, approximately 30km south-east of Baniaka (Figure 2). During consultation with the local community, refurbishment of the multi-building Boumango Medical Centre (BMC) was identified as a priority ESG project within Ogooué-Létili. The centre’s two primary buildings, the medical station and infant nursery, were dilapidated and rendered unusable for the provision of basic health services in the community. Genmin commenced a detailed refurbishment program in November 2022 designed to fully renovate the medical station and infant nursery buildings. The structures were stripped back to exterior and interior walls to facilitate all new works including roofing and guttering, electrical distribution, ablution and septic tank system, doors, windows, floor and wall tiling, air- conditioning, painting, and concrete repairs. The Gabon Government recognises and endorses this vital community initiative by the Company and will provide the BMC with the required medical equipment, personnel, supplies, and an ambulance. Genmin is proud to contribute and assist in providing the communities of Ogooué-Létili with better delivery of health services. The refurbishment program is approximately 50% complete and scheduled to be finished during Q2 2023. The Company will seek to undertake similar projects in the future, within both the Mpassa and Lékoko departments of the Haut-Ogooué province. The health and safety of our employees, contractors and stakeholders is integral to our daily activities. Our zero-harm approach at all our sites provides a safe and healthy work environment. Our daily safety commitment is embedded in our culture of teamwork. We look out for each other to prevent injury and illness, and provide full-time medical teams at Baniaka and Bakoumba. We reported no fatalities and one serious workplace lost time injury throughout 2022. Transparency - a core Genmin value. We signed to the Digbee ESGTM Platform (Digbee) during the year, an industry leading environmental, social and governance (ESG) disclosure framework to report our ESG performance across all operational and corporate activities. Digbee offers standardised disclosure for mining companies at all stages of maturity. Their independent, third-party assessments of ESG performance enables benchmarking against peers and other mining companies, which produces scores ranging from A (maximum) to CCC (minimum). Our approach to ESG shapes our values and underpins our operating philosophy. It guides everything we do. We are committed to the highest level of integrity and ethical standards in all our business practices. Our Board has adopted codes of conduct (Codes) that outline expectations of how our directors and people behave and conduct business in their roles on behalf of Genmin. Our Codes embrace the values of honesty, integrity, enterprise, excellence, accountability, justice, independence, and equality of shareholder opportunity, and can be viewed online at www.genmingroup.com/ company/corporate-governance/. Boumango Medical Centre refurbishment project GENMIN Annual Report 2022 | 19 . n o b a G Gabon is a politically stable and investor-friendly The country has developed into one of Africa’s more country with a French colonial influence, abundant successful economies and is a member of the Central areas of pristine rainforest, and an established mining African Economic and Monetary Community (CEMAC). history. Located on the western coast of Central Africa and the Equator, Gabon is the second largest producer of manganese ore in the world and eighth largest crude oil producer in Africa. Gabon’s natural resources include gas, iron ore, manganese and hydropower, with its strong economic growth over the past decade driven by its production of oil and manganese. Gabon borders with Cameroon, Equatorial Guinea, and the Republic of Congo, and holds a strategic location along the Gulf of Guinea. GENMIN Annual Report 2022 | 21 Transparency Gabon is a global leader in carbon-neutral initiatives, tackling climate change and protecting its environment through the preservation of its forests and waters. As signatory to the Extractive Industries Transparency Initiative (EITI), Gabon is committed to transparency across its extractive industries value chain, from contracts, licences and company ownership to revenue and expenditure management. Commonwealth Governance Sixty-two years after its independence from France, Gabon was admitted as the 55th member of the Commonwealth, on 25 June 2022. As a member, Gabon meets the Commonwealth’s eligibility criteria for membership by demonstrating commitment to democracy and democratic processes, including free and fair elections and representative legislatures; the rule of law and independence of the judiciary; good governance, including a well-trained public service and transparent public accounts; and protection of human rights, freedom of expression, and equality of opportunity. Sustainable Mining While oil production has been the historical engine room of Gabon’s economy, the government is actively diversifying and sustainably developing its mining industry to harness the untapped potential of the country’s vast mineral resources. Gabon has an existing mining industry with 22% of the territory occupied by mining regions. In April 2022, the government introduced a dedicated Ministry of Mines and Geology to its cabinet, and appointed the Honorable Elvis Ossindji, former CEO of the Gabon Mining Company, as Minister. Gabon’s modern and forward-thinking Mining Code provides a strong and transparent legal framework for mining title holders, which is attractive and favourable for Foreign Direct Investment. The Mining Code considers strong ESG principles, with 20% of mining royalty and land tax revenues allocated to local populations for community projects. 22 | Annual Report 2022 GENMIN GENMIN Annual Report 2022 | 23 s n o i t a r e p O . i w e v e R 24 | Annual Report 2022 GENMIN The period ended 31 December 2022 (Year) was Genmin’s first full 12 months listed on the ASX. During the year, we redefined our Company as an emerging iron ore producer in Africa, supplying global markets with greener raw materials for iron making. The world emerged from the COVID-19 pandemic resulting in a resetting of iron ore pricing from a low of approximately US$80 per tonne in November 2022 to an average of US$120 per tonne for quarter 1, 2023. Iron Projects CAMEROON Republic of Gabon MAMELLES NKOUT BITAM EQUATORIAL GUINEA MBALAM BITAM NTEM AVIMA NABEBA Oyem MINKEBE BADONDO BELINGA BOKA-BOKA MEBAGA BATOULA Libreville Port Owendo M’BILAN KANGO M’BEMBELLE MAKOKOU BIFOUN Port Gentil LAMBARENE REPUBLIC OF GABON LOBI LOBI OKONDJA LASTOURSVILLE OKANOBORA OYABI KOULAMOUTOU MOANDA MAFOUNGUI BAKOUMBA Franceville BAKOUMBA BANIAKA FRANCEVILLE BANIAKA MOUILA MAYOKO-MOUSSONDJI BANIAKA WEST MAYOKO TCHIBANGA ZANAGA 100km Genmin Exploration Licence Iron Project (JORC) Iron Project (Pre-JORC) Manganese Mine Deep Water Port Major Airport TOWN Trans-Gabon Railway Archean Basement/Massif REPUBLIC OF CONGO Pointe-Noire Figure 1: Location map of Genmin’s iron ore projects in Gabon, central West Africa GENMIN Annual Report 2022 | 25 Baniaka. Our primary focus is Baniaka (Figure 1), which comprises the Baniaka and Baniaka West exploration licences covering an area of 881km2, with a total strike length of 85km of iron mineralisation. Baniaka is further subdivided into 12 contiguous prospect areas. Baniaka Mining Permit During Q1 2023, Genmin made significant progress in procuring the Baniaka Mining Permit with the completion of two key steps. 1. Approval to amend the perimeter (Figure 2), but not the area, of the Baniaka exploration licence following submission of an application to the Minister of Mines and Geology, to maximise the inclusion of the transport infrastructure corridor within the proposed Baniaka Mining Permit, which must be carved out of an existing exploration licence(s). 2. Submission of the Baniaka SEIA to the Director General for the Environment and the Protection of Nature (DGEPN); a department within Gabon’s Ministry of Environment. The SEIA will be evaluated by DGEPN and is expected to be approved by the end of Q2 2023 with the issue of a certificate of environmental conformance. The Baniaka Mining Permit is expected to be granted by the end of Q2 2023. Geologically, Baniaka is hosted in the Archean Chaillu Massif (Chaillu Massif). The Chaillu Massif extends to the south into the Republic of Congo and hosts the Mayoko and Zanaga iron ore deposits. Baniaka’s iron mineralisation is comprised of a surficial blanket of unconsolidated detrital iron deposits (DID) underlain by oxidised banded iron formations (Oxide) (BIF), in turn underlain by fresh magnetite BIF (Primary). Seven of Baniaka’s prospect areas have Mineral Resource estimates (MRE) reported in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2012 Edition (JORC Code), with approximately 68km of mineralised strike untested by diamond drilling. Achievements after Year end • All material commercial agreements and technical work streams to support a development decision have been executed and completed: - 15-year integrated mine to ocean going vessel rail & port services agreement; and - 20-year green energy supply contract for initially 20MW of clean, renewable hydropower, increasing to 50MW to accommodate future scale expansions. • Inaugural Digbee submission lodged at corporate and project level. • Social and environmental impact assessment (SEIA) submitted. 26 | Annual Report 2022 GENMIN Year Milestones Baniaka MRE increased Baniaka MRE increased by ~170% to 760Mt making it the largest JORC Mineral Resource for any commodity in Gabon. Royalty agreement with Anglo American Royalty agreement with global mining giant, Anglo American delivered US$10 million in cash with no dilution to existing shareholders in exchange for up to a 1% revenue royalty on the first 75Mt of iron ore sold from Baniaka, and an exclusivity period for Anglo American to propose and agree with Genmin offtake and the debt piece of a funding solution for project build. Baniaka exploration licence extended Baniaka exploration licence extended for six years, expiring in 2028. Robust economics Robust economics from the completed Baniaka PFS for a scalable 5Mtpa mining operation with initial investment of ~US$200M, with an estimated after tax NPV (8%) and IRR of AU$600M and 38% respectively, at an average US$97 iron ore price. GENMIN Annual Report 2022 | 27 Looking ahead • Continue pre-development activities including onboarding key project build leadership team, and negotiations for procurement of long lead items • Finalise detailed engineering • Secure project financing for construction • Target of first production in mid-2024 Partnership with Anglo American During the Year, Genmin, through its wholly owned Hydroelectricity The long-term power purchase agreement with Gabon’s State-owned power utility, Société de Patrimoine du Service Public de l’Eau Potable, de l’Énergie Électrique et de l’Assainissement (SdP) is for the supply of renewable hydroelectricity to Baniaka from the Grand Poubara Hydropower Station (Grand Poubara) located on the Ogooué River, approximately 35km north-east of Baniaka. The initial 20-year agreement term is extendable on mutually agreeable terms with pricing at less than US¢10 per kilowatt hour. The agreement provides for subsidiary Gabon Iron Ore Limited (GIOL), entered into a royalty agreement with Anglo American Marketing a 50MW power reservation, subject to an expansion of Baniaka, and providing water flow rates at Grand Limited, a wholly owned subsidiary of global mining Poubara support such supply. major Anglo American plc (Anglo American) (LSE: AAL; JSE: AGL). Port and rail services The rail & port agreement with Owendo Mineral Port (OMP) guarantees the transport of 5Mtpa with provision to scale volume to 15Mtpa over the 15-year term on a send or pay basis. OMP will provide the required rail assets and rail haulage, train unloading and stockpile management at the port, stockpile reclaim and loading of Cape class bulk carriers. Anglo American paid US$10 million to GIOL in consideration for the grant of a royalty on sales revenue (determined by reference to the Platts Iron Ore Index) received from the sale of the first 75Mt of iron ore products produced and sold from Baniaka. GIOL will have the option to buy back the royalty at any time at a price that delivers an agreed internal rate of return to Anglo American on the US$10 million cash consideration. Additionally, GIOL granted Anglo American an exclusivity period of 120-calendar days from the delivery of the PFS to conduct confirmatory due diligence, and negotiate and agree legally binding documentation for the provision of a debt funding facility for Baniaka, and offtake for up to 100% of iron ore products from Baniaka. Anglo American is a leading, global mining company with a portfolio of competitive, world class operations and a broad range of future development options. For more information about Anglo American refer to www.angloamerican.com. Material Agreements Subsequent to the end of the Year, Genmin secured critical infrastructure solutions for Baniaka, enabling modest capital cost intensity of US$40 per annualised tonne of production. 28 | Annual Report 2022 GENMIN Proposed Mining Permit Boundary Moanda Grand Poubara Hydropower Station Northern Road Access Lekoko River BANIAKA Mbaniaka River Tsengué Base Camp Ogooue River Southern Road Access Boumango Doumaye BANIAKA WEST 10km Mbaniaka River Genmin Exploration Licence Genmin proposed Mining Permit Town Regional Gravel Road Exploration Access Road Base Camp Figure 2: Baniaka Exploration Licence GENMIN Annual Report 2022 | 29 Location & Prospects MAFOUNGUI MOANDA (COMILOG) 392Mt JORC Resource Moanda MABIMBA MAYENGUELE MABINGA BIKOMI LEMANISSA NORTH LEMANISSA SOUTH KOUMBI LEBOMBI NORTH LEBOMBI SOUTH Camp Koumbi Bakoumba BAKOUMBA 100km REPUBLIC OF CONGO Mbinda Figure 3: Bakoumba Prospects 30 | Annual Report 2022 GENMIN Genmin Exploration Licence Iron Project Manganese Mine Town Trans-Gabon Railway Major Road Iron Mineralisation Trend Bakoumba. Bakoumba comprises the Bakoumba (G2-511, 1,029km2) and Mafoungui (G7-535, 535km2) exploration licences, which cover a total area of 1,564km2 and is located approximately 35km west- southwest of the regional city of Moanda within the Baniaka regional hub (Figure 1). A maiden Auger drilling program commenced at The Auger program comprised 146 shallow holes Bakoumba during the Year and was completed in for a total advance of 2,060m. January 2023. The program primarily targeted DID mineralisation at the southern Koumbi and Lebombi North prospects (Figure 3) testing approximately 20% of the 36km BIF strike length of Bakoumba. The results of this now completed program will also provide information on the potential for Oxide mineralisation underlying the DID, and assist in designing a deeper diamond drilling program, which is expected to commence in the second half of 2023. Historical metallurgical test work conducted on bulk pit samples from both prospects showed DID material amenable to upgrade using a processing flowsheet similar to that proposed at Baniaka. GENMIN Annual Report 2022 | 31 Bitam. Bitam is an early-stage exploration project comprising the Bitam (G9-590, 1,463km2) and Ntem (G9-485, 1,156km2) exploration licences covering a total area of 2,619km2 in the Woleu-Ntem Province in north-west of Gabon (Figure 1). Bitam is geologically hosted in the Archean North Gabon Massif, which extends to the north into Cameroon and the Republic of Congo and hosts several significant iron ore deposits. During the Year, Genmin commenced a technical assessment of its datasets relating to Bitam as a precursor to implementing its 2023 exploration strategy. Exploration Licences The Bitam exploration licence was renewed for three years, expiring in 2025, and new exploration licence, Ntem was granted. Ntem covers an area of 1,156km2 and largely encompasses the land area covered by the former Minvoul exploration licence, which expired during the Year. Ntem endorses the Company to explore for iron ore, gold, copper, silver and related metals, which is consistent with the contiguous Bitam licence. Following the granting of Ntem, the Minvoul/Bitam project was renamed Bitam. 32 | Annual Report 2022 GENMIN GENMIN Annual Report 2022 | 33 . s e c r u o s e R l a r e n M i Mineral Resources The Baniaka Mineral Resources statement effective 31 December 2022 is shown in Table 1, and the movement during the Year is presented in Table 2. Table 1: Baniaka Mineral Resource Statement, effective 31 December 2022 Class Material Tonnes (Mt) DID 67.1 Soft Oxide 100.6 Fe 47.4 43.1 SiO2 15.9 29.1 Intact Oxide 61.5 37.0 39.0 Total 229.2 42.8 27.9 DID Soft Oxide 5.8 15.9 41.8 43.7 Intact Oxide 19.3 36.7 Primary BIF 488.6 33.5 Total 529.6 34.0 Grand Total 758.7 36.7 21.3 31.4 42.1 44.5 43.7 38.9 % Al2O3 P S LOI1000 8.0 3.9 3.2 4.9 10.2 2.7 2.6 2.3 2.4 3.2 0.072 0.076 0.058 0.054 0.059 0.052 0.063 0.060 0.067 0.071 0.055 0.031 0.057 0.033 0.058 0.084 0.058 0.081 0.059 0.074 7.5 4.5 3.1 5.0 7.3 2.9 2.0 1.2 1.4 2.5 Table 2: Movement in Baniaka Mineral Resource during the Year 2021 2022 Class Material Tonnes 24.0 46.4 229.2 DID 24.0 Soft Oxide Intact Oxide 0 0 Total DID Soft Oxide Intact Oxide 39.1 91.6 0 Primary BIF 105.7 Total Grand Total 236.4 260.4 Fe 46.4 0 0 Tonnes 67.1 100.6 61.5 46.7 41.4 0 34.9 39.4 40.0 5.8 15.9 19.3 488.6 529.6 758.7 Note: Movement in Mineral Resources is calculated on the basis of contained metal. Movement during the Year + 186% n/a n/a + 781% - 87% - 82% n/a + 344% + 93% + 167% Fe 47.4 43.1 37.0 42.8 41.8 43.7 36.7 33.5 34.0 36.7 GENMIN Annual Report 2022 | 35 d e t a c d n i I d e r r e f n I d e t a c d n i I d e r r e f n I The 2022 infill drilling campaign provided supplementary geological and grade information to inform an update to the Mineral Resource estimate for Baniaka. This update included re-estimation of the following deposits: • DID at Bandjougoy, Tsengué, Flouflou and Bingamba North; and • Oxide and Primary BIF at Bandjougoy and Tsengué. The updated Mineral Resource detailed in Table 1 now totals 758.7Mt grading 36.7% iron. This features a material overall tonnage increase in comparison to 260.4Mt in 2021. The increase in tonnage of the Mineral Resources is due to: • The addition of Bandjougoy to the Oxide and Primary BIF MRE; and • A reclassification of previously estimated in-situ resources at Tsengué using the 2022 review for ’reasonable prospects for eventual economic extraction’ in accordance with clause 19 of the JORC Code. An increase in the tonnage of material reported in the Indicated classification was also achieved during 2022, increasing from 24.0Mt in 2021 to 229.2Mt in 2022. The improvement to reporting classification was a result of improved geological knowledge and confidence afforded by infill drilling. Ore Reserves During the Year, WSP Golder prepared and reported Baniaka’s maiden Ore Reserve estimate, which is supported by the Modifying Factors determined by the PFS. WSP Golder completed a series of open pit mining studies comprising pit optimisation, life-of-mine and pit stage designs, scheduling and cashflow evaluation of Baniaka’s capital and operating costs to establish the technical merits and economic viability of the project as the basis for estimating an Ore Reserve, which was prepared and reported under the JORC Code. The Ore Reserve estimate was based on exclusively Indicated Mineral Resources for the four PFS Prospects. Only Probable Ore Reserves are therefore reported. The maiden Ore Reserve totals 100.9Mt grading 46.9% iron reported in the Probable classification is detailed in Table 3. No prior estimates have been completed for comparison. Table 3: Baniaka Ore Reserves Statement, effective 31 December 2022 Classification Ore Type Probable DID HYB Tonnes (Mt) 45.5 2.1 Soft Oxide 53.2 Fe 48.2 35.9 46.2 SiO2 15.3 25.8 24.6 Total 100.9 46.9 20.4 % Al2O3 P S LOI1000 7.7 12.9 3.7 5.7 0.07 0.06 0.06 0.07 0.07 0.07 0.06 0.07 7.4 8.6 4.9 6.1 Notes: • Estimate totals may vary reflecting the level of rounding accuracy applied. • Variable cut-off grades have been estimated on a block value basis. Break-even cut-offs for average grade material by ore type have been estimated at the rate of 29% Fe for DID, 29% Fe for HYB and 25% Fe for Soft Oxide. • The Mineral Resource estimate includes HYB under DID category, while the Ore Reserve reports according to material type DID, HYB and Soft Oxide. Ore Reserves are a sub-set of Mineral Resources. • Dilution and ore loss has been incorporated by block model regularisation at 5mN x 5mE x 4mRL to yield average mining dilution of 2% and mining recovery of 94%. • Capital and operating costs have been estimated from a variety of reputable sources as outlined herein. Initial capital costs are estimated at $258 million with sustaining capital US$238 million over the 11.5-year LOM, incurred at the rate of US$1.74/t rock mined. Operating costs totalling US$3,642 million over the LOM have been based on average unit ore mining costs US$3.77/t ore, waste mining costs US$4.30/t rock, process costs US$2.95/t ore, G&A cost US$2.22/t ore, average product transport cost US$43.65/t product, technical services US$0.78/t ore, rehabilitation cost US$0.26/t waste. Additional operating costs are incorporated for stockpile/reclaim cost of US$5.1 million, clearing and grubbing of US$12.9 million and bulk rejects disposal of US$91.2 million (based on $US2/t dry tailing). • Selling costs are incurred at the rate of 7.5% government royalty, up to 1% royalty to Anglo American, US$15/t product for shipping and insurance. • Revenue prices are based on the long-term average AME pricing as at September 2022 for the period 2023 to 2033. • Revenue price penalties are applied consistent with S&P IODEX Platts 62.5% product specifications. • Revenue price premiums are applied at VIU credit for Fines at the rate of 17% and the market premium for Lump. 36 | Annual Report 2022 GENMIN Exploration Targets Genmin has updated its Baniaka Exploration Targets to accommodate the Mineral Resource and Ore Reserve estimates set out in Table 1 and Table 3 respectively. The Exploration Targets were previously reported in the Prospectus. Supporting technical information relating to the Exploration Targets is summarised in the Independent Geologist’s Report (IGR) on the Mineral Assets of Genmin Limited, prepared by SRK Consulting (Australasia) Pty Ltd (SRK) and dated January 2021. SRK’s IGR is included in the Prospectus. The following updated Exploration Targets developed for Baniaka are exclusive of Mineral Resource estimates. • DID: 28–51Mt at 43–54% Fe • Oxide: 228 – 424Mt at 35–49% Fe • Primary: 1,780 – 3,306Mt at 31–39% Fe that have vesting conditions related to Baniaka, Bakoumba and Bitam. Dr Lloyd has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a “Competent Person” as defined in the JORC Code. Dr Lloyd consents to the inclusion in this report of the matters based on her information in the form and context in which it appears. The information in this report that relates to estimates of Ore Reserves is based on, and fairly represents, information compiled by Mr Allan Blair who is a Member of the AusIMM. Mr Blair is a full-time employee of WSP Golder and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a “Competent Person” as defined in the JORC Code. Mr Blair consents to the inclusion in this report of the matters based on his information in the form The Exploration Target for Bakoumba is: and context in which it appears. • DID: 7–36Mt at 30–55% Fe • Oxide: 77 – 365Mt at 35–50% Fe The potential quantity and grade given in the Exploration Target estimates are conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of a Mineral Resource. Confirmation The information in this report that relates to Production Targets and forecast financial information derived from Production Targets for Baniaka was presented in an announcement released on 16 November 2022 “Positive Baniaka PFS” and is available to view at www.genmingroup.com/investors/asx- announcements. Genmin confirms that it is not No Exploration Target has been developed for Bitam. aware of any new information or data that materially affects the information included in the original market announcement for Baniaka and that all material assumptions and technical parameters underpinning the estimated Production Targets and financial information derived from Production Targets in the relevant market announcement for Baniaka continue to apply and have not materially changed. Competent Persons Statement The information in this report that relates to estimates of Mineral Resources is based on, and fairly represents, information compiled by Mr Richard Gaze who is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM). Mr Gaze is a full-time employee of WSP Golder and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a “Competent Person” as defined in the JORC Code. Mr Gaze consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. The information in this report that relates to estimates of Exploration Targets is based on, and fairly represents, information compiled by Dr Karen Lloyd who is a Fellow of the AusIMM. Dr Lloyd is a part-time employee of Genmin and holds performance rights over shares GENMIN Annual Report 2022 | 37 Corporate Governance. • Continuous Disclosure Policy • Diversity Policy • Donations and Community Investment Policy • External Auditor Policy • Privacy Policy • Remuneration and Nomination Committee Charter • Social Responsibility Policy • Whistleblower Policy Board The Board’s role is to: • represent and serve the interests of shareholders by setting the strategic objectives of the Company and overseeing and appraising Genmin’s strategies, policies and performance; • protect and optimise Genmin’s performance and build sustainable value for shareholders in accordance within a framework of prudent and effective controls that enable risk to be assessed and managed; • set, review and monitor compliance with Genmin’s culture, values and governance framework; and • ensure that shareholders are kept informed of Genmin’s performance and major developments affecting its state of affairs. Accordingly, the Board has created a framework for managing Genmin, including adopting relevant internal controls, risk management processes and corporate governance policies and practices that it believes are appropriate for Genmin’s business and that are designed to promote the responsible management and conduct of Genmin. Code of Conduct Genmin is committed to the highest level of integrity and ethical standards in all its business practices. The Codes adopted by our Board outline how Genmin expects its Directors, employees, contractors and consultants (Personnel) to behave and conduct business in their roles, on behalf of the Company. The Codes embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of shareholder opportunity. The Codes are available to view online at www. genmingroup.com/company/corporate-governance/ Policies & Charters Securities Dealing Policy Genmin has adopted a Securities Dealing Policy that is intended to recognise that some types of dealing in securities are prohibited by law, and to outline policy and procedures that apply to all Personnel when dealing in the Company’s securities. The Securities Dealing Policy is available to view on Genmin’s website at www.genmingroup.com/company/corporate- governance/. Additional Policies In addition to the Securities Dealing Policy, Genmin has implemented the following charters and policies. To view these polices online, please visit www. genmingroup.com/company/corporate-governance/. • Anti-Bribery and Corruption Policy • Audit and Risk Management Committee Charter • Board Charter • Board Performance Evaluation Policy • Code of Conduct • Code of Conduct for Directors • Communications Policy 38 | Annual Report 2022 GENMIN Directors The table below sets out the appointment date, independence status and qualifications of each Director. Director Role Type Appointed Qualifications Mr Michael Norman Arnett Chair Independent Non-Executive 10 March 2021 LLB, B.Com Mr Giuseppe Vince Ariti Managing Director & CEO Executive 11 January 2010 BSc, DipMinSc, MBA, MAusIMM Mr John Russell Hodder Director Non-Executive 22 May 2014 BSc, MSc, BComm Mr Salvatore Pietro Amico Director Mr Brian van Rooyen Director Independent Non-Executive Independent Non-Executive 1 May 2019 BEng AMP 10 March 2021 B.Eng Mechanical, MBA Committees During the Year, the following sub-committees assisted the Board with the execution of its duties in managing the Company’s business. The members of each committee during the reporting period are shown in the table below. Committe Chair Members Audit & Risk Management Committee (ARMC) Mr Brian van Rooyen Mr Michael Arnett Remuneration & Nomination Committee (RNC) Mr Michael Arnett Mr Brian van Rooyen Mr John Hodder Mr Salvatore Amico Corporate Governance Statement 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 statement can be found and viewed at its website at www.genmingroup.com/ company/corporate-governance/. GENMIN Annual Report 2022 | 39  40 | Annual Report 2022 GENMIN Financial Report. For the Year Ended 31 July 2021 GENMIN Annual Report 2022 | 41 Directors Report Financial Results For the Year, the Group made a loss of US$8.02 million (2021: US$5.35 million loss). The increase in loss is mainly due to: 1. generally higher levels of expensed pre- development expenditure for Baniaka; 2. the accounting treatment of the royalty with Anglo American resulted in non-cash interest expense of US$0.76 million (refer to Note 16 of the Notes to Consolidated Financial Statements); and 3. the impairment of the historical expenditure of the now expired Minvoul exploration licence (refer to Note 5 of the Notes to Consolidated Financial Statements). The Group’s net asset value as at 31 December Events Arising since the end of the Reporting Period On 1 February 2023, Genmin signed a long-term power supply agreement for an initial term of 20 years with state-owned SdP. The power supply agreement will provide an initial supply of 30MW, which can be increased to 50MW to support future expansions of Baniaka. On 21 February 2023, Genmin singed a 15-year rail and port services agreement with Owendo Mineral Port to provide an integrated mine to ocean going vessel transport solution for Baniaka. The agreement is on a send or pay basis for a guaranteed 5 Mtpa as well as provision to scale up to 15Mtpa. 2022 was US$37.8 million (2021: US$40.8 million). The On 10 March 2023, 256,284,967 ordinary shares, decrease was largely due to the accounting treatment 5,250,000 unlisted options and 720,000 unlisted Rights of the US$10 million cash consideration received from were released from voluntary and mandatory escrow. Anglo American, which is treated as a financial liability (refer to Note 16 of the Notes to Consolidated Financial Statements). During the Year, the Group: • received a US$10 million cash consideration related to the royalty with Anglo American; and On 28 March 2023, 2,282,500 Rights lapsed because their vesting conditions were not satisfied or became incapable of being satisfied. On the same date, 125,000 Rights vested following the satisfaction of the vesting conditions. Other than the events stated above, there has not • completed a capital raise through a placement been any other matter or circumstance that has arisen and received approximately US$5.5 million (AU$7.9 million) in cash. As at 31 December 2022, the Group’s cash balance was around US$7.3 million. after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group in future periods. The Group’s financial statements including the accompanying notes for the Year can be found between pages 57 – 100. Dividends Paid or Recommended There were no dividends paid or declared during the period. Likely Developments and Expected Results The Group plans to continue its exploration, pre- development, approval and permitting efforts in respect of its projects in Gabon. Likely developments in the operations of the Group are set out in the Operations Review. ASX Listing Rule 4.10.19 In accordance with Listing Rule 4.10.19, the Company states that it has used the cash and assets in a form readily convertible to cash that it had at the time of Admission to ASX in a way consistent with its business objectives set out in Section 2.2 of its Prospectus. In addition to the funds raised through the Initial Public Offering (IPO), the Group has raised additional cash through selling a royalty to Anglo American, option holders exercising options, and capital raising. The additional cash has allowed the Group to further advance its asset portfolio. 42 | Annual Report 2022 GENMIN Meetings and Attendance The number of Directors’ meetings, and meetings of committees of Directors held during the Year are shown in Table 1. Table 1: Directors’ Meetings and Attendance for the Year Directors’ and Board Committee Meetings 2021 Directors Meetings ARMC1 Meetings RNC2 Meetings Director Number eligible to attend Attended Number eligible to attend Attended Number eligible to attend Attended MN Arnett GV Ariti JR Hodder SP Amico B van Rooyen (ARMC Chair) Number of meetings held 8 8 8 8 8 8 8 8 8 8 3 3 1 2 3 3 3 1 2 3 4 - 4 - 4 4 - 3 - 4 8 3 4 Note: 1 Audit & Risk Management Committee 2 Remuneration & Nomination Committee Directors’ Interests and Benefits The relevant interest of each Director in the shares, unlisted options over shares and Performance Rights (Rights) issued in accordance with the Company’s Incentive Performance Rights Plan (Plan) as at 31 December 2022 is shown in Table 2. Table 2: Directors Interests 2022 Director Ordinary Shares Options Rights Direct Indirect Total Direct Indirect Total Direct Indirect Total MN Arnett - 735,294 735,294 GV Ariti 19,163,211 JR Hodder SP Amico B van Rooyen - - - - - - - 19,163,211 - - - Total 19,163,211 735,294 19,898,505 - - - - - - - - - - - - - - - - 1,600,000 - 1,600,000 2,735,000 - 2,735,000 - - - 1,200,000 - 1,200,000 1,200,000 - 1,200,000 - 6,735,000 - 6,735,000 GENMIN Annual Report 2022 | 43 Unissued Shares under Option and Performance Rights Options During the Year, there were no new options granted, and the options shown in Table 3 were exercised. Table 3: Options exercised during the Year Grant date Expiry Date Exercise Price Exercise Date Number of Options 01-Nov-12 14-Aug-22 AU$0.040 29-Apr-22 1,000,000 07-Jun-17 06-Jun-22 AU$0.040 23-May-22 124,403 01-Sep-12 14-Aug-22 AU$0.040 04-Aug-22 4,800,000 5,924,403 During the Year, no options expired unexercised. Each option entitles the holder to acquire one fully paid ordinary share in Genmin. Unissued ordinary shares under option as at 31 December 2022 are listed in Table 4. Table 4: Unissued ordinary shares under option at 31 December 2022 Grant date Expiry Date Exercise Price Number of Options 31-Jul-18 05-Aug-19 27-Aug-19 08-Mar-21 31-Jan-23 31-Jul-24 31-Jul-24 US$0.150 US$0.150 US$0.150 07-Mar-26 AU$0.442 1,254,479 250,000 280,000 5,000,000 6,784,479 Options do not have any rights to participate in share issues and do not carry voting rights. No options were issued to Directors or employees as part of their remuneration during the Year. 44 | Annual Report 2022 GENMIN Rights Table 5 lists the movement in Rights during the Year. Table 5: Rights movements during the Year Grant Date Expiry Date As at 01.01.2022 Granted during the Year Exercised- equity settled during the Year Exercised- cash settled during the Year Lapsed during the Year Balance at the Year End 12-Sep-18 31-Dec-22 250,000 23-Jun-20 22-Jun-24 720,000 23-Jun-20 22-Jun-23 480,000 27-May-21 26-May-25 700,000 27-May-21 26-May-25 2,100,000 17-Dec-21 16-Dec-24 3,750,000 - - - - - - 26-May-22 25-May-25 04-Nov-22 01-Nov-25 - - 3,215,000 1,000,000 8,000,000 4,215,000 - - - - - - - - - - - - - - - - - - (250,000) - - 720,000 (480,000) - - 700,000 - 2,100,000 (1,750,000) 2,000,000 - - 3,215,000 1,000,000 (2,480,000) 9,735,000 Detailed information in relation to the Rights can be found in Note 17.3 of the Notes to the Consolidated Financial Statements. Environmental Legislation The Group and its exploration licences activities are subject to various conditions, which include environmental protection monitored and overseen by the Ministry of Mines and Geology, and Ministry of Water, Forests, Oceans, Environment and Climate Change, 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 Year, Genmin paid a premium of AU$48,786 for Director & Officers Indemnity Insurance 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 and defence costs arising out of any claim in respect to directors or officers acting lawfully in their capacity as a director or officer other than any indemnity not permitted by law. No liability has arisen under this indemnity as at the date of this report. Deeds of Access, Indemnity and Insurance Genmin has entered into deeds of access, indemnity and insurance with each Director and Company Secretary (Officer), which confirms each person’s right of access to certain books and records of the Company for a period of seven years after the Officer 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. GENMIN Annual Report 2022 | 45 Under the deeds, the Company must arrange and legal costs. The indemnity stipulates that the Company maintain Directors’ and Officers’ insurance during will indemnify and hold the auditor and its personnel each Officer’s period of office and for a period of harmless from any loss arising out of claim caused seven years after an Officer ceases to hold office. by the Company or any of its agents. Non-Audit Services During the Year, HCWA did not provide any non-audit services to the Group. 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 36 and forms part of this Directors’ Report. Signed in accordance with a resolution of the Board of Directors. Michael Arnett Non-Executive Chairman Perth, Western Australia 29 March 2023 The deeds are otherwise on terms and conditions considered standard for deeds of this nature in Australia. Transactions with Key Management Personnel and Directors Refer to Note 21 of the Notes to the Consolidated Financial Statements, for Related Party Transactions. There were no other transactions with Directors and Key Management Personnel (KMP) during the Year. 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. Rounding Off of Amounts The Group is an entity of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports) Instrument 2016/191, dated 24 March 2016. Accordingly, amounts in this Directors’ Report are rounded off to the nearest hundred thousand dollars, unless otherwise indicated. Indemnity of Auditors The Group has agreed to indemnify its auditor, Hall Chadwick WA Audit Pty Ltd (HCWA), 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 reasonable 46 | Annual Report 2022 GENMIN GENMIN Annual Report 2022 | 47 GENMIN Annual Report 2022 | 47 Remuneration Report The Remuneration Report outlines the remuneration arrangements in place for Directors and KMP of the Company during the Year, in accordance with s.300A of the Corporations Act 2001 and Regulation 2M.3.03 of the Corporations Regulations 2001. In accordance with s.250R(2) and (3) of the Corporations Act 2001, the Remuneration Report is subject to a non- binding shareholders vote at the Company’s Annual General Meetings (AGMs). Key Management Personnel In accordance with Australian Accounting Standards Board Standard, AASB 124 para. 9, KMP are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Directors (whether executive or otherwise) of the Company. Table 6 sets out the Personnel identified as KMP during the Year. Table 6: Key Management Personnel for the Year Non-Executive Directors Name Type of Director Change during the Year Mr Michael Arnett Non-Executive, Independent Chair of the Board None Mr Brian van Rooyen Non-Executive, Independent None Mr Salvatore Amico Non-Executive, Independent Re-elected on 26 May 2022 Mr John Hodder Non-Executive, Non-Independent None Senior Executives - Executive Directors Giuseppe Ariti Managing Director and CEO None Senior Executives - Other Dr Karen Lloyd1 Chief Strategy Officer Appointed on 14 February 2022 Mr Zaiqian Zhang Chief Financial Officer None Note: 1 Dr Karen Lloyd is considered a KMP for the Year and for subsequent periods. Remuneration & Nomination Committee The main roles and responsibilities of the RNC are to assist the Board to fulfil its responsibilities with respect to Director and Senior Executive remuneration, and board composition and diversity, by making recommendations to the Board on: • appropriate remuneration levels and policies including incentives 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. The RNC is governed by the Remuneration and Nomination Committee Charter, which is available on Genmin’s website under the Corporate Governance section. 48 | Annual Report 2022 GENMIN Remuneration Policy Senior Executive Remuneration The objective of the Company’s Senior Executive Non-Executive Director Remuneration remuneration is to attract and retain the necessary The overall level of annual Non-Executive Director executive skill sets and experience to ensure reward for fees is approved by shareholders in accordance with performance is market competitive and appropriate the requirements of the Corporations Act. In setting the fees, the Board has regard to market rates and for the results delivered. The executive remuneration is aligned with achievement of strategic and operational the circumstances of the Company and consequent objectives and the creation of value for shareholders. expected workloads of the Directors. Genmin aims to constantly review and align its The Board decides on actual fees to be received by remuneration with that of comparable organisations individual Directors within the quantum approved by for roles at all levels of the Company so that shareholders. The Non-Executive Director fees are set remuneration comprises both fixed remuneration at US$60,000 inclusive of statutory superannuation (if and performance based (at-risk) remuneration. applicable) and the Chair’s fee at US$80,000 inclusive The proportion of an employee’s total remuneration of statutory superannuation (if applicable). Mr Hodder does not receive a Non-Executive Director fee from the Company as he is a Board nominee of Genmin’s major shareholder, Ndovu Capital I B.V. 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 Plan, in particular where such inclusion is designed to encourage Non-Executive Directors to be fully aligned with the achievement of Genmin’s objectives. 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 at a sufficient level to provide full and appropriate compensation for the relevant skills and responsibilities of that executive. Fixed remuneration is set having regard to the levels paid in comparable organisations at the time of recruitment, recognising the need to maintain flexibility to take into account an individual’s experience or specialist skills and market demand for particular roles. At-Risk Remuneration In addition to fixed remuneration more senior The number of Rights pursuant to the Plan and the employees may be entitled to performance-based hurdles attached to the Rights to be issued to Directors remuneration, which will be paid to reward superior are determined based on factors such as the role (as opposed to satisfactory) performance. of the Non-Executive Directors in the Company and their involvement in achieving the objectives of the Company. Performance based remuneration is calculated against pre-determined stretch 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. GENMIN Annual Report 2022 | 49 Short-Term Incentives The Company currently does not have a short-term incentive plan (STIP). The RNC regularly assesses market conditions and the stage of the Company, to determine whether it is necessary to develop and adopt an STI plan. Long-term Incentives Long term incentives (LTI) may be provided to Senior Executives to reward the achievement of important business milestones and the creation of shareholder value. LTI awards will occur through the Plan. 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 Right will entitle the holder to one fully paid ordinary share in the Company (unless the Board resolves in accordance with the Plan to provide an equivalent cash payment). If the milestone is not achieved by the 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 milestone, Rights will vest at the completion of the annual review. Target Remuneration Mix Table 7: Target Remuneration Mix for the Year Fixed Remuneration At Risk Remuneration Annual Salary and benefits 50% STI 0% LTI 50% Relationship between Remuneration Policy and Company Performance During the Year, the Company granted Rights to KMP subject to various vesting conditions linked to delivering the Company’s one-to-three-year growth plan. Given the Group is an emerging iron ore producer and consequently does not have a cashflow, the Company did not set a STIP for the Year. Details of KMP Rights are listed in the section of the Remuneration Report, which discusses share-based payments. Table 8 shows key financial measures of Company performance over the past five years. Table 8: Key Financial Measures from 2018 - 2022 US$ 2021 2020 2019 2018 2017 Net Profit/(Loss) after tax US$'000 (8,016) (3,993) (2,812) (1,080) (4,873) Basic earnings/(loss) per share US Cents (1.960) (1.038) (0.936) (0.38) Diluted earnings/(loss) per share US Cents (1.960) (1.038) (0.936) (0.38) Dividends paid per share US Cents Dividends paid per share Cents Share Price (Last trade day of Year) US cents - - 13 - - 15 - - - - The Company began trading on the ASX on 10 March 2021. (1.97) (1.97) - - 50 | Annual Report 2022 GENMIN Remuneration for the Year Table 9 sets out the remuneration information for the Non-Executive Directors and Senior Executives considered to be KMP for the Year. Table 9: Key Management Personnel Remuneration for the Year Name Year Cash Salary US$ Cash Bonus US$ Short- term benefits US$1 Long- term benefits US$2 Post Employment benefits US$3 Share Based payments US$4 Totals US$ Share based payments as a percentage of Remuneration Mr Michael Arnett 2022 80,000 2021 64,516 Mr Brian van Rooyen 2022 61,734 2021 77,055 Mr Salvatore Amico 2022 60,000 2021 60,000 Mr John Hodder 2022 2021 - - - - - - - - - - - - - - - - - - Senior Executive - Managing Director and CEO - - - - - - - - - - - - - - - - - 80,000 38,258 102,774 - 61,734 28,694 105,749 - 60,000 (579,168) (519,168) - - - - - 251,879 Mr Giuseppe Ariti 2022 208,412 2021 216,458 Senior Executives - Other Dr Karen Lloyd 5 2022 76,563 2021 - Mr Zaiqian Zhang 6 2022 152,835 2021 116,809 Mr Patrick McCole 7 Total Key Remuneration 2022 - 2021 99,742 2022 639,544 - - - - - - - - - 14,567 7,538 21,362 11,616 5,212 21,112 (460,208) (205,810) (614) - - - 7,889 - 10,922 649 15,666 - - - 83,837 - 180,073 2,972 113 11,097 78,862 209,853 - (4,680) - - - - - 9,274 (96,061) 8,275 24,875 8,187 44,917 - 717,523 N/A 37% N/A 27% N/A N/A - - N/A N/A N/A N/A N/A 38% N/A N/A N/A 2021 634,581 - 9,908 5,325 41,483 (989,623) (298,326) N/A Note: 1 Annual leave provision 2 Long service leave provision 3 Superannuation 4 Performance Rights. Amounts reflect the probability adjustments for the purpose of accounting treatments in accordance with AASB 2 Share-based Payment during the corresponding reporting report. The values shown are not actual cash payments. 5 Dr Lloyd was appointed on 14 February 2022 on a part-time basis (0.5 Full-Time Equivalent). 6 Mr Zhang was appointed on 14 April 2021 on a full-time basis. 7 Mr McCole resigned on 25 June 2021. GENMIN Annual Report 2022 | 51 Share Based Compensation Issue of Shares During the Year, there were no shares issued to KMP as part of their remuneration. Options No options were granted as part of remuneration during the Year. Rights At the Company’s AGM held on 26 May 2022, shareholders approved the granting of Rights to Messrs Ariti and Amico as shown in Table 10. Table 10: Rights granted to Messrs Ariti and Amico Mr Giuseppe Ariti Grant Date No. of Rights Vesting Conditions Expiry Date 26 May 2022 683,750 Completion of a Feasibility Study for the Baniaka Iron Ore Project with a positive net present value by 31 December 2022 25 May 2025 26 May 2022 683,750 Execution of agreements to access rail and port infrastructure for the Baniaka Iron Ore Project by 31 December 2022 26 May 2022 683,750 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 26 May 2022 683,750 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Mr Salvatore Amico Grant Date No. of Rights Vesting Conditions 26 May 2022 240,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 26 May 2022 240,000 Execution of an agreement to access rail infrastructure for the Baniaka Iron Ore Project by 31 December 2022 25 May 2025 25 May 2025 25 May 2025 Expiry Date 25 May 2025 25 May 2025 Table 11 outlines the Rights held by Mr Amico that lapsed during the Year. Table 11: Rights held by Mr Amico that lapsed in 2022 Grant Date No. of Rights Vesting Conditions Lapse Date 23 June 2020 480,000 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. 30 Mar 2022 52 | Annual Report 2022 GENMIN The Company also granted Rights to Dr Karen Lloyd during the Year as outlined in Table 12. Table 12: Rights granted to Dr. Karen Lloyd in 2022 Dr Karen Lloyd Grant Date No. of Rights Vesting Conditions Expiry Date 4 Nov 2022 250,000 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 1 Nov 2025 4 Nov 2022 250,000 Increase of at least 25% in Company Exploration Targets by 30 June 2023 1 Nov 2025 4 Nov 2022 250,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 1 Nov 2025 4 Nov 2022 250,000 Asset growth through the acquisition of key regional projects resulting in a significant value uplift (as determined by an independent party) 1 Nov 2025 Table 13 outlines the Rights held by Mr Amico that lapsed during the Year. Table 13: Rights held by Mr Zhang that lapsed in 2022 Grant Date No. of Rights Vesting Conditions 15 Dec 2021 250,000 Develop, document and implement finance, accounting, IT and tax policies for Libreville office by 30 June 2022. Lapse Date 28 Jul 2022 Summary Rights The interest of Directors and KMP in Rights (held directly, indirectly, beneficially or by their related parties) for the Year are listed In Table 14. Table 14: Interest of Directors and KMP in Rights for the Year Balance at 1 January 2022 Granted during the Year Vested (Exercised) Forfeited (Lapsed) Balance at 31 December 2022 Non-Executive Directors Mr Michael Arnett Mr Brian van Rooyen 1,600,000 1,200,000 - - Mr Salvatore Amico 1,200,000 480,000 Mr John Hodder Managing Director Mr Giuseppe Ariti Senior Executives Dr Karen Lloyd - - - - 2,735,000 1,000,000 Mr Zaiqian Zhang 1,000,000 - - - - - - - - - - 1,600,000 1,200,000 (480,000) 1,200,000 - - - - 2,735,000 1,000,000 (250,000) 750,000 Total 5,000,000 4,215,000 - (730,000) 8,485,000 GENMIN Annual Report 2022 | 53 Ordinary Shares The interests of Directors and KMP in shares (held directly, indirectly, beneficially or by their related parties) for the Year is shown in Table 15. Table 15: Interests of Directors and KMP in Shares during the Year Balance at 1 January 2022 Granted during the Year Vested (Exercised) Forfeited (Lapsed) Balance at 31 December 2022 Non-Executive Directors Mr Michael Arnett 735,294 Mr Brian van Rooyen Mr Salvatore Amico Mr John Hodder Managing Director - - - - - - - Mr Giuseppe Ariti 14,238,808 4,924,403 Senior Executives Dr Karen Lloyd Mr Zaiqian Zhang - - - - - - - - - - 735,294 735,294 - - - - - - 19,163,211 14,238,808 - - - - Total 14,974,102 4,924,403 - 19,898,505 14,974,102 Key Terms of Employment Contracts Managing Director Managing Director and Chief Executive Officer Mr Giuseppe Ariti - Managing Director & Chief Executive Officer Contract Duration • Permanent Notice Period for Termination • Three months without cause. • Immediately for misconduct wilful neglect, fraud and serious breach of the Company’s policies and procedures. Termination Payment • None. However, the Company may choose to pay in lieu of the Notice Period. Fixed Remuneration • Base salary of AU$300,000 per annum plus statutory superannuation. At Risk Remuneration • Eligible for participation in incentive plans. Refer to Note 17.3 of the Notes to Consolidated Financial Statements for detail. 54 | Annual Report 2022 GENMIN Senior Executives Dr Karen Lloyd - Chief Strategy Officer (appointed 14 February 2022) Contract Duration • Two years starting from 14 February 2022. Notice Period for Termination • Four weeks. • Immediately for misconduct wilful neglect, fraud and serious breach of the Company’s policies and procedures. Termination Payment • None. However, the Company may choose to pay in lieu of the Notice Period. Fixed Remuneration • Dr Lloyd is employed on a part-time basis (0.5 Full-Time Equivalent (FTE)). • On a 0.5 FTE basis, AU$127,500 plus statutory superannuation. At Risk Remuneration • Eligible for participation in incentive plans. Refer to Note 17.3 of the Notes to Consolidated Financial Statements for detail. Mr Zaiqian Zhang - Chief Financial Officer Contract Duration • Two years starting from 14 April 2021. Notice Period for Termination • Three months without cause. • Immediately for misconduct wilful neglect, fraud and serious breach of the Company’s policies and procedures. Termination Payment • None. However, the Company may choose to pay in lieu of the Notice Period. Fixed Remuneration • Base salary of AU$220,000 per annum plus statutory superannuation. At Risk Remuneration • Eligible for participation in incentive plans. Refer to Note 17.3 of the Notes to Consolidated Financial Statements for detail. Shareholder’s Vote At the AGM held on 26 May 2022, the Company did not receive any comments on, and there was less than 25% of the vote (0.09%) cast against the adoption of the Remuneration Report. End of the audited Remuneration Report. Signed in accordance with a resolution of the Board of Directors. Michael Arnett Non-Executive Chairman Perth, Western Australia 30 March 2022 GENMIN Annual Report 2022 | 55 Auditor’s Independence Declaration To the Board of Directors Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 As lead audit director for the audit of the financial statements of Genmin Limited for the year ended 31 December 2022, I declare that to the best of my knowledge and belief, there have been no contraventions of: • the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and • any applicable code of professional conduct in relation to the audit. Yours Faithfully HALL CHADWICK WA AUDIT PTY LTD CHRIS NICOLOFF CA Director Dated at Perth this 29th day of March 2023 56 | Annual Report 2022 GENMIN Consolidated Financial Statements. For the year ended 31 December 2022 GENMIN Annual Report 2022 | 57 Financial Report | Consolidated Financial Statements for the year ended 31 December 2022 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2022 Note 2022 2021 US$000 US$000 Continuing operations Other income Total Other income Corporate expenses Depreciation expense Impairment Other expenses Profit/(Loss) before income tax Income Tax Expense Profit/(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 3 4 5 6 8 6 6 - (4,507) (252) (895) (2,368) (8,016) 35 35 (2,137) (196) (1,695) (3,993) - - (8,016) (3,993) (8,016) (3,993) (8,008) (3,985) (8) (8) - - (1,356) (1,356) (8,008) (5,340) (8) (9) (8,016) (5,349) 19 19 (1.960) cent (1.038) cent (1.960) cent (1.038) cent Other comprehensive income Items that may be reclassified subsequently to profit or · exchange differences on translating controlled entities loss Other comprehensive income, net of income tax Total Comprehensive income(loss) for the year Owners of Genmin Group Limited attributable to: Non-controlling interests Total comprehensive income/loss for the year (8,016) (5,349) This statement should be read in conjunction with the Notes to the Consolidated Financial Statements. 2022 | Financial Report 37 58 | Annual Report 2022 GENMIN 58 | Annual Report 2022 GENMIN Financial Report | Consolidated Financial Statements for the year ended 31 December 2022 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2022 Continuing operations Other income Total Other income Corporate expenses Depreciation expense Impairment Other expenses Profit/(Loss) before income tax Income Tax Expense Profit/(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 2022 US$000 2021 US$000 3 4 5 6 8 6 6 (4,507) (252) (895) (2,368) (8,016) 35 35 (2,137) (196) - (1,695) (3,993) - - (8,016) (3,993) (8,016) (3,993) (8,008) (8) (3,985) (8) 19 19 (1.960) cent (1.960) cent (1.038) cent (1.038) cent Other comprehensive income Items that may be reclassified subsequently to profit or · exchange differences on translating controlled entities loss Other comprehensive income, net of income tax - - (1,356) (1,356) Total comprehensive income/loss for the year (8,016) (5,349) Total Comprehensive income(loss) for the year Owners of Genmin Group Limited attributable to: Non-controlling interests (8,008) (8) (8,016) (5,340) (9) (5,349) This statement should be read in conjunction with the Notes to the Consolidated Financial Statements. 2022 | Financial Report 37 GENMIN Annual Report 2022 | 59 Financial Report | Consolidated Financial Statements for the year ended 31 December 2022 Consolidated Statement of Financial Position As at 31 December 2022 Note 2022 US$000 2021 US$000 Assets Current Cash and cash equivalents Trade and other receivables Inventory Prepayments Total current assets Non-current Restricted cash Property, plant and equipment Exploration and evaluation assets Intangible Assets Right of Use Asset Total non-current assets Total assets Liabilities Current Trade and other payables Lease Liabilities Current liabilities Non-Current Financial Liability Lease Liabilities Non-Current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interest Total equity 9 10 9 11 12 13 14 15 14 16 14 17.1 17.4 7,342 284 30 591 8,247 91 1,523 41,941 395 283 44,233 12,748 128 31 649 13,556 - 464 27,965 395 266 29,090 52,480 42,646 3,615 207 3,822 10,756 87 10,843 14,665 1,596 105 1,701 - 165 165 1,866 37,815 40,780 66,990 (2,691) (26,402) 37,897 61,824 (2,576) (18,394) 40,854 (82) (74) 37,815 40,780 This statement should be read in conjunction with the Notes to the Consolidated Financial Statements. 2022 | Financial Report 38 60 | Annual Report 2022 GENMIN l a t o T - n o N t s e r e t n I g n i l l o r t n o C l d e t a u m u c c A f o n o i t i s i u q c A e c n a m r o f r e P s n o i t p O y c n e r r u C e r a h S s e s s o L e v r e s e R I C N e v r e s e R t h g R i e v r e s e R n o i t a l s n a r T l a t i p a C i n g e r o F e v r e s e R 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U 0 0 0 $ S U y t i u q E n i s e g n a h C f o t n e m e t a t S d e t a d i l o s n o C 2 2 0 r 2 e b m e c e 1 D d 3 e d n r e a e e y h r t o F 8 5 3 , 2 2 ) 3 9 9 3 ( , ) 6 5 3 , 1 ( ) 9 4 3 5 ( , 2 7 8 4 6 2 7 0 0 , 7 2 ) 4 1 3 , 2 ( 1 7 7 , 3 2 ) 8 5 0 , 2 ( - ) 8 ( ) 8 ( ) 6 6 ( - - - - - ) 9 0 4 4 1 ( , ) 5 8 3 , 1 ( 8 5 0 , 2 - - - - - - ) 5 8 9 3 ( , ) 5 8 9 3 ( , - - - - - - - - - - - - - - - 4 6 2 ) 8 5 0 2 ( , ) 4 9 7 , 1 ( 0 8 7 , 0 4 ) 4 7 ( ) 4 9 3 8 1 ( , ) 5 8 3 , 1 ( 4 6 2 - ) 6 1 0 8 ( , ) 6 1 0 8 ( , 3 9 4 5 , ) 7 2 3 ( ) 4 5 ( ) 1 6 ( 1 5 0 5 , - ) 8 ( ) 8 ( - - - - - - - - - ) 8 0 0 8 ( , ) 8 0 0 8 ( , - - - - - - - - 5 1 8 , 7 3 ) 2 8 ( ) 2 0 4 6 2 ( , ) 5 8 3 , 1 ( - - - - - - ) 1 6 ( ) 1 6 ( 3 0 2 - - - - - - - - 2 7 8 2 7 8 2 7 8 - - - - - - ) 4 5 ( ) 4 5 ( 8 1 8 - - - - - - - ) 1 7 9 ( ) 6 5 3 , 1 ( ) 6 5 3 , 1 ( - - - 1 3 1 , 7 3 7 0 0 7 2 , ) 4 1 3 2 ( , - - - 3 9 6 4 2 , s a y cit a p a c eir h t in s r e n w o h wit s n tio c a s n a r T r a e y e h t r o f s s o l e v i s n e h e r p m o c l a t o T 1 2 0 2 y r a u n a J 1 t a s a e c n a a B l e m o c n i i e v s n e h e r p m o c r e h t O r a e y e h t r o f s s o L s t h g i r e c n a m r o f r e p f o t n e m e v o m t e n s e r a h s y r a n d r o f o e u s s i i f o t s o c s t h g i r e c n a m r o f r e p f o e u s s i s n o i t p o f o e u s s i · · · · l a t o t - b u S i s e r a h s y r a n d r o f o s: e r u e s n s w o i · ) 7 2 3 , 2 ( 4 2 8 , 1 6 1 2 0 2 r e b m e c e D 1 3 t a s a e c n a a B l - - - - - - - - - - - 3 9 4 5 , ) 7 2 3 ( - - 6 6 1 , 5 s a y cit a p a c eir h t in s r e n w o h wit s n tio c a s n a r T r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T e m o c n i i e v s n e h e r p m o c r e h t O r a e y e h t r o f s s o L d e g r a h c s n o i t p o n o n o i t a s n a r t l y c n e r r u c n g e r o f i s e r a h s y r a n d r o f o e u s s i i f o t s o c · · s t h g i r e c n a m r o f r e p f o t n e m e v o m t e n · t n e m e t a t s e m o c n i e h t o t l a t o t - b u S i s e r a h s y r a n d r o f o s: e r u e s n s w o i · ) 7 2 3 , 2 ( 0 9 9 6 6 , 2 2 0 2 r e b m e c e D 1 3 t a s a e c n a a B l 9 3 s. t n e m e t a t n a cial S d Fin olid e t a s n o e C h o t s t e t o N e h t h t i w n o i t c n u n o c n j i d a e r e b d u o h s l t n e m e t a t s i s h T GENMIN Annual Report 2022 | 61 Consolidated Statement of Cash Flows For the year ended 31 December 2022 Note 2022 US$000 2021 US$000 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 Proceeds from Anglo American Payments for exploration and evaluation Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Proceeds from exercise of options Capital raising costs Lease principal payments Net cash provided by financing activities 18 16 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 9 (6,977) 6 (6,971) (1,106) 10,000 (13,094) (4,200) 5,327 166 (327) (195) 4,971 (6,200) 12,748 794 7,342 (5,325) 29 (5,296) (363) - (4,141) (4,504) 21,778 - - (108) 21,670 11,870 868 10 12,748 This statement should be read in conjunction with the Notes to the Consolidated Financial Statements. 62 | Annual Report 2022 GENMIN 40 Notes to Consolidated Financial Statements. For the year ended 31 December 2022 GENMIN Annual Report 2022 | 63 Financial Report | Notes Consolidated Financial Statements for the year ended 31 December 2022 Notes to the Consolidated Financial Statements for the year ended 31 December 2022 1. Statement of Significant Accounting Policies The Directors’ have prepared the general-purpose financial statements of 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 (AASB). Compliance with the Australian Accounting Standards results in full compliance with the International Financial Reporting Standards as issued by the International Accounting Standards Board. Genmin is a for-profit entity for the purpose of preparing financial statements under Australian Accounting Standards. 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. Consideration Basis The Group financial statements consolidate those of the parent Company and all its subsidiaries on 31 December 2022. 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. Going Concern The consolidated financial statements for the Year were prepared on a going concern basis, which contemplates the continuity of the normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. 41 64 | Annual Report 2022 GENMIN Financial Report | Notes Consolidated Financial Statements As stated in the Group’s consolidated financial statements, the Group incurred a loss of US$8.0 million and for the year ended 31 December 2022 had a net cash outflow from operating and investing activities of US$7.0 million and US$4.2 million respectively for the Year. These financial metrics indicate a significant uncertainty as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the consolidated financial statements. However, the Directors are of the opinion that there are reasonable grounds to believe that the Group will be able to continue as a going concern, after taking into consideration of the following factors: • • The Group plans to issue additional shares in the next 12 months under the Corporations Act 2001 and/or source other additional funding to support the operations; and The Group has a history of successful capital raises and seeking alternative sources of financing. The Directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the Consolidated Financial Report. Should the Consolidated Entity be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount and classification of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due. 1.2. Foreign Currency Transactions Presentation and Functional Currencies The Group's consolidated financial statements are presented in United States Dollars (US$). The Group's functional currency has been unified to US$ since 1 January 2022. Previously, the functional currency of the Group’s subsidiaries in Gabon and Republic of the Congo was CFA franc (XAF), and the rest of the Group’s subsidiaries and the parent company used US$ 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 other comprehensive income (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. 42 GENMIN Annual Report 2022 | 65 Financial Report | Notes Consolidated Financial Statements In determining the spot exchange rate to use on initial recognition of the related asset, expense or income for the year ended 31 December 2022 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 US$ 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 assuming the property will be recovered entirely through sale. Deferred tax assets are recognised for 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. 1.3. Revenue Revenue from contracts with customers is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For the purposes of AASB 15, for each contract, the Group needs to identify the customer and performance obligations; determine the transaction price, which needs to take into account estimates of time value of money; allocate the transaction price against performance obligations; and recognise revenue when control has been transferred. When the contract has a repurchase option, the Group needs to assess whether the repurchase option is a financing arrangement. If so, the Group shall recognise the asset and recognise a financial liability for any consideration received from the customer. In addition, if the repurchase price is higher than the consideration received from the customer, the Group shall recognise the difference as interest expense and as a financial liability. If the repurchase lapses, the Group shall derecognise the financial liability and recognise revenue. Interest income is recognised on an accrual basis using the effective interest method. 1.4. Operating Expenses Operating expenses are recognised in profit or loss upon utilisation of the goods and service or at the date of their origin. 1.5. 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 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 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 is 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 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. 1.6. 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. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position. 1.7. Property, Plant and Equipment 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 and equipment: three (3) to five (5) years • Office furniture and fittings: four (4) to five (5) years Material residual value estimates and estimates of useful life are updated as required, but at least annually. 66 | Annual Report 2022 GENMIN 43 44 Financial Report | Notes Consolidated Financial Statements generate taxable income. The Board periodically evaluates positions taken in tax returns with respect to for the year ended 31 December 2022 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 is 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. 1.6. 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. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position. 1.7. Property, Plant and Equipment 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 and equipment: three (3) to five (5) years • Office furniture and fittings: four (4) to five (5) years Material residual value estimates and estimates of useful life are updated as required, but at least annually. 44 GENMIN Annual Report 2022 | 67 Financial Report | Notes Consolidated Financial Statements Gains or losses arising on the disposal of property, plant and equipment are determined as the difference for the year ended 31 December 2022 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements does not exceed the carrying amount that would have been determined had no impairment loss been between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss recognised for the asset in previous years. 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. 1.8. Exploration and Evaluation Expenditure Exploration and evaluation expenditures in relation to each separate area of interest are recognised as Employees (including Directors) of the Group may receive remuneration (e.g. Rights) in the form of share- an exploration and evaluation asset in the year in which they are incurred where the following conditions based payments. 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 using an appropriate valuation method. development and exploitation of the area of interest, or alternatively, by its sale; or (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 68 | Annual Report 2022 GENMIN 45 46 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. 1.9. 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 number of options issued in lieu of payment of costs incurred. Performance right reserve – comprises the number of Rights issued. 1.10. Employee Benefits Share-Based Payment Equity-Settled Transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made That cost is recognised in employee benefits expense, together with a corresponding increase in equity (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 revises 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, Financial Report | Notes Consolidated Financial Statements does not exceed the carrying amount that would have been determined had no impairment loss been for the year ended 31 December 2022 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. 1.9. 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 number of options issued in lieu of payment of costs incurred. • Performance right reserve – comprises the number of Rights issued. 1.10. Employee Benefits Share-Based Payment Employees (including Directors) of the Group may receive remuneration (e.g. 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. That cost is recognised in employee benefits expense, together with a corresponding increase in equity (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 revises 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, 46 GENMIN Annual Report 2022 | 69 Financial Report | Notes Consolidated Financial Statements the transactions are treated as vested irrespective of whether the market or non-vesting condition is for the year ended 31 December 2022 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. 1.11. 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. 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. 1.12. 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. 47 70 | Annual Report 2022 GENMIN Financial Report | Notes Consolidated Financial Statements 1.13. Impairment of Non-Financial Assets for the year ended 31 December 2022 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. 1.14. 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 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. 48 GENMIN Annual Report 2022 | 71 Financial Report | Notes Consolidated Financial Statements (i) Financial assets at fair value through profit and loss or through other comprehensive Income for the year ended 31 December 2022 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 purposes for 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 KMP 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. 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. Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 1.15. Significant Management Judgement in applying Accounting Policies Adoption of New and Revised Standards Genmin has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for an accounting period that begins on or after 1 January 2022. Standards and Interpretations in Issue Not Yet Adopted Genmin has reviewed the new and revised standards and interpretations in issue not yet adopted for the year ended 31 December 2022. As a result of this review the entity has determined that there is no material impact of the standards and interpretations in issue not yet adopted on the entity; therefore, no change is necessary to entity 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. Rights Financial Liability The Board of Directors review the 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. The Directors current intention is to exercise the Buy-back Option as prescribed in the Royalty Agreement with Anglo American in the 2024 calendar year. The Directors review this assumption on a regular basis and the Group will make appropriate adjustments, subject to the outcome of the review. 72 | Annual Report 2022 GENMIN 49 50 Financial Report | Notes Consolidated Financial Statements 1.15. Significant Management Judgement in applying for the year ended 31 December 2022 Accounting Policies Adoption of New and Revised Standards Genmin has adopted all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for an accounting period that begins on or after 1 January 2022. Standards and Interpretations in Issue Not Yet Adopted Genmin has reviewed the new and revised standards and interpretations in issue not yet adopted for the year ended 31 December 2022. As a result of this review the entity has determined that there is no material impact of the standards and interpretations in issue not yet adopted on the entity; therefore, no change is necessary to entity 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. Rights The Board of Directors review the 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. Financial Liability The Directors current intention is to exercise the Buy-back Option as prescribed in the Royalty Agreement with Anglo American in the 2024 calendar year. The Directors review this assumption on a regular basis and the Group will make appropriate adjustments, subject to the outcome of the review. 50 GENMIN Annual Report 2022 | 73 for the year ended 31 December 2022 Interests in Subsidiaries Financial Report | Notes Consolidated Financial Statements 2. Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 4. Corporate Expenses Note 2022 US$000 2021 US$000 17.3 255 682 288 146 - 2,368 (39) 189 21 108 67 48 374 1,515 (1,094) 306 207 215 86 272 149 79 62 35 84 221 Accounting, tax and audit fees Consultancy fees Travel and accommodation Corporate governance Licence transfer fee Director and employee expenses Performance rights Legal fees Interest expense Insurance Occupancy expense Recruitment expense Other 5. Impairment Total Corporate expenses 4,507 2,137 The former Minvoul exploration licence (G9-512) (Minvoul) was held by Azingo Gabon SA (a wholly owned subsidiary of Genmin) and was scheduled to expire on 21 June 2021. Consequently, a three-year extension application was lodged with the Mining Administration on 19 March 2021. Following consultation with the Mining Administration, the Company was advised that the extension for Minvoul would be declined, and the Mining Administration suggested the Company lodge a new exploration licence, which would cover substantially the same area (subsequently called Ntem). On 26 September 2022, Ntem (G9-485) was granted to Afrique Resources SA, a wholly owned subsidiary of Genmin. 2.1. Composition of the Group The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries. Name of the Entity 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 Gabon Iron Ore Limited 1 Kbak Limited Westmin Holdings Limited Central African Resources Limited Lebaye Minerals Limited Potamon Limited Reminac Minconsol SA Azingo Gabon SA Afrique Resources SA Kimin Gabon SA Niari Holdings Limited Genmin Congo SA Country of Incorporation Australia Australia Australia Australia Australia Bermuda Bermuda Bermuda Seychelles Seychelles Mauritius Mauritius Isle of Man Gabon Gabon Gabon Gabon Gabon Seychelles Republic of Congo Ownership Interest 2022 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 88% 88% 2021 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 88% 88% Note: On 2 November 2021, Genmin Iron Limited changed its name to Gabon Iron Ore Limited. The carrying amount of Minvoul, US$895,182, was subsequently impaired. 3. Other Income Interest received Miscellaneous income Total Other income 2022 US$000 2021 US$000 6 - 6 29 6 35 74 | Annual Report 2022 GENMIN 51 52 Financial Report | Notes Consolidated Financial Statements 4. Corporate Expenses for the year ended 31 December 2022 Accounting, tax and audit fees Consultancy fees Travel and accommodation Corporate governance Licence transfer fee Director and employee expenses Performance rights Legal fees Interest expense Insurance Occupancy expense Recruitment expense Other Note 2022 US$000 2021 US$000 17.3 255 682 288 146 - 2,368 (39) 189 21 108 67 48 374 207 215 86 272 149 1,515 (1,094) 306 79 62 35 84 221 Total Corporate expenses 4,507 2,137 5. Impairment The former Minvoul exploration licence (G9-512) (Minvoul) was held by Azingo Gabon SA (a wholly owned subsidiary of Genmin) and was scheduled to expire on 21 June 2021. Consequently, a three-year extension application was lodged with the Mining Administration on 19 March 2021. Following consultation with the Mining Administration, the Company was advised that the extension for Minvoul would be declined, and the Mining Administration suggested the Company lodge a new exploration licence, which would cover substantially the same area (subsequently called Ntem). On 26 September 2022, Ntem (G9-485) was granted to Afrique Resources SA, a wholly owned subsidiary of Genmin. The carrying amount of Minvoul, US$895,182, was subsequently impaired. 52 GENMIN Annual Report 2022 | 75 Financial Report | Notes Consolidated Financial Statements 6. Other Expenses for the year ended 31 December 2022 Bad debt provision Foreign exchange loss/(gain) Interest expense on Anglo American royalty payment Financial cost/(income) Project Support Pre-Development General and Administration Exploration Loss on transfer of asset Total Other expenses 7. Auditor's Remuneration Audit services HCWA 1 Delta Grant Thornton GKM Audit & Conseil ACN & Co 2 Total audit services Non-audit services HCWA 1 Delta Grant Thornton GKM Audit & Conseil Total non-audit services Total Auditor's remuneration Total audit services Total non-audit services Total Auditor's remuneration Non-audit percentage Note: 2022 US$000 2021 US$000 - 397 756 23 268 792 129 3 - 2,368 (32) 1,137 - (297) 630 - - - 257 1,695 2022 US$000 2021 US$000 61 62 15 - 138 - 33 20 53 191 58 61 9 4 132 21 22 20 63 195 2022 US$000 2021 US$000 138 53 191 132 63 195 27.8% 32.3% 1Previously known as Bentleys Audit & Corporate (WA) Pty Ltd (Bentleys Audit). On 2 August 2021, Bentleys Audit merged with and changed its name to HCWA. 2ACN & Co was the auditor of three (3) of the Group’s Gabonese subsidiaries for the year ended 31 December 2020. The amount shown in 2021 was an invoice received in 2021 related to the 2020 audit. 53 76 | Annual Report 2022 GENMIN Financial Report | Notes Consolidated Financial Statements 8. Taxation for the year ended 31 December 2022 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: Income tax expense comprises: Current tax Income tax expense Numerical reconciliation of loss before tax to income tax expense Profit/(Loss) before tax 2022 US$000 2021 US$000 - - - - (8,016) (3,993) Income tax benefit calculated at 30% (31 December 2021: 30%) (2,405) (1,198) Add/(Less) Tax effect of: Non-deductable expenses Non-assessable income Temporary differences not recognised Tax loss not recognised Other non-deductible items Income tax expense Deferred tax assets not recognised Provisions for employee entitlements RoU Assets & Lease Liabilities Capital raising costs Prepayments Unrealised foreign exchange losses Tax losses Deferred tax liabilities no recognised Prepaid expenses Unrealised foreign exchange gains 1,223 - (277) 1,459 - - 70 3 37 - 73 2,914 3,097 41 - 41 696 (328) 346 484 - 34 1 38 - 328 1,382 1,783 2 - 2 Net deferred tax assets not recognised 3,056 1,781 Potential deferred tax assets attributable to tax losses have not been brought to account at 31 December 2022 because the Directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this time. These benefits will only be obtained if: a) The Company and the Group derive future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the losses to be realised; b) The Company and the Group continue to comply with the conditions for deductibility imposed by law; and c) No changes in tax legislation adversely affect the ability of the Company and consolidated entity to realise these benefits. 54 GENMIN Annual Report 2022 | 77 Financial Report | Notes Consolidated Financial Statements 9. Cash Balance and Cash Equivalents for the year ended 31 December 2022 Cash and Cash Equivalent United States Dollar (US$) Australian Dollar (AU$) Central African Franc (XAF) Various others Total Restricted Cash Security deposit for corporate credit card Security bond for rental properties in Gabon Bank guarantee for office rental in Perth Total 10. Trade and Other Receivables GST Receivable Deposits paid Receivables Total Trade and other receivables 2022 US$000 1,572 4,902 858 10 7,342 2021 US$000 7 12,276 465 - 12,748 2022 US$000 2021 US$000 37 7 47 91 - - - - 2022 US$000 2021 US$000 56 23 205 284 29 69 30 128 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 11. Property, Plant and Equipment Plant & Office Plant Work in Total equipment Furniture & Development Progress US$000 Fittings US$000 US$000 US$000 US$000 Balance at 31 December 2020 Additions Disposals Depreciation Expense FX translation Balance at 31 December 2021 Additions Disposals Transfers Depreciation Expense Balance at 31 December 2022 226 255 (2) (119) (18) 342 1 (34) (200) 586 695 22 1 (1) (7) - 15 - - (20) 209 204 - - - - - - - - - 545 545 - 107 - - - - - 107 767 (795) 79 248 363 (3) (126) (18) 464 1,313 (34) (220) - 1,523 12. Exploration and Evaluation Assets Capitalised expenditure during the year Opening Balance Impairment FX translation Closing Balance 2022 US$000 2021 US$000 27,965 14,871 (895) - 41,941 24,911 4,388 - (1,334) 27,965 78 | Annual Report 2022 GENMIN 55 56 Financial Report | Notes Consolidated Financial Statements 11. Property, Plant and Equipment for the year ended 31 December 2022 Plant & equipment Office Furniture & Plant Development Work in Progress Total US$000 Fittings US$000 US$000 US$000 US$000 Balance at 31 December 2020 Additions Disposals Depreciation Expense FX translation Balance at 31 December 2021 Additions Disposals Depreciation Expense Transfers Balance at 31 December 2022 226 255 (2) (119) (18) 342 1 (34) (200) 586 695 22 1 (1) (7) - 15 - - (20) 209 204 - - - - - - 545 - - - 545 - 107 - - - 107 767 - - (795) 79 248 363 (3) (126) (18) 464 1,313 (34) (220) - 1,523 12. Exploration and Evaluation Assets Opening Balance Capitalised expenditure during the year Impairment FX translation Closing Balance 2022 US$000 2021 US$000 27,965 14,871 (895) - 41,941 24,911 4,388 - (1,334) 27,965 56 GENMIN Annual Report 2022 | 79 Financial Report | Notes Consolidated Financial Statements 13. Intangible Assets for the year ended 31 December 2022 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 15. Trade and Other Payables Opening Balance Changes during the year Closing Balance 2022 US$000 2021 US$000 395 - 395 395 - 395 On 13 February 2017, Genmin 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 AU$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 and is valid for 25 years. Genmin is entitled to a royalty payment from the owner of the Mayoko Project of AU$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: 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 2022 US$000 2021 US$000 2,259 1,048 187 4 117 651 786 89 6 64 Total Trade and other payables 3,615 1,596 16. Royalty with Anglo American The Royalty Agreement with Anglo American gives the Group the right, at any time, to buy back the royalty at a buy-back price that delivers to Anglo American a 15% IRR on the US$10 million cash consideration • Current Cash Payment: AU$500,000 payable on completion and; (Buy-back Option). • Deferred Cash Payment: AU$500,000 payable within ten (10) business days after receipt of first payment of the Mayoko Royalty. The Directors' current intention is to exercise the Buy-back Option in the 2024 calendar year and in accordance with the relevant accounting standards, the US$10 million cash consideration (Cash As a result, Genmin classified the Mayoko Royalty as an Intangible Asset and booked it at cost of Consideration) received by the Group is treated as a financial liability. Furthermore, the difference US$395,285 (AU$500,000). between the buy-back price and the Cash Consideration (i.e. the IRR, which is deemed as interest) is also For the year ended 31 December 2022, 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 2022 remains unchanged. considered as a financial liability. For the Year, the accrued Interest was US$756,220.10. 14. 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 80 | Annual Report 2022 GENMIN 2022 US$000 2021 US$000 277 6 283 258 8 266 2022 US$000 2021 US$000 207 87 294 105 165 270 57 58 Financial Report | Notes Consolidated Financial Statements 15. Trade and Other Payables for the year ended 31 December 2022 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 2022 US$000 2021 US$000 2,259 1,048 187 4 117 651 786 89 6 64 Total Trade and other payables 3,615 1,596 16. Royalty with Anglo American The Royalty Agreement with Anglo American gives the Group the right, at any time, to buy back the royalty at a buy-back price that delivers to Anglo American a 15% IRR on the US$10 million cash consideration (Buy-back Option). The Directors' current intention is to exercise the Buy-back Option in the 2024 calendar year and in accordance with the relevant accounting standards, the US$10 million cash consideration (Cash Consideration) received by the Group is treated as a financial liability. Furthermore, the difference between the buy-back price and the Cash Consideration (i.e. the IRR, which is deemed as interest) is also considered as a financial liability. For the Year, the accrued Interest was US$756,220.10. 58 GENMIN Annual Report 2022 | 81 Opening balance Issue of shares Cost of IPO Issue of Shares Issue shares on conversion of Performance Rights 07-Jul-21 Issue shares on conversion of Performance Rights 03-Sep-21 10-Mar-21 10-Mar-21 16-Jun-21 100,488,399 26,302,164 - (2,313,890) 2,410,077 300,000 1,450,000 75,370 202,365 427,386 Date No of shares Value (US$) At the beginning of the reporting period 12,708,882 11,087,584 01-Jan-21 300,060,355 37,130,711 Financial Report | Notes Consolidated Financial Statements 17. Issued Capital, Options, Rights and Reserves for the year ended 31 December 2022 17.1 Ordinary Shares on Issue The share capital of Genmin consists 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. Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 17.2. 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. 2022 2021 001 (5,924,403) - - 5,000,000 (2,410,077) (968,625) 6,784,479 12,708,882 Expiry Date Exercise Price Options Issue Date Number of Fair value on AU$0.040 AU$0.040 AU$0.040 US$0.150 US$0.150 US$0.150 AU$0.442 4,800,000 free attaching 1,000,000 free attaching 124,403 free attaching 1,254,479 free attaching 250,000 280,000 free attaching free attaching 5,000,000 US$871,613(total)1 12,708,882 Note: 1In accordance with the IPO Offer Management Agreement dated 9 February 2021, Genmin issued a total of 5,000,000 unlisted Advisor options to the Joint Lead Managers (JLM Options). The JLM Options have been valued using a Black Options Issued during the year Exercised during the year Lapsed during the year At the end of the year Options on issue as at 1 January 2022 Grant Date 01-Sep-12 01-Nov-12 07-Jun-17 31-Jul-18 05-Aug-19 27-Aug-19 08-Mar-21 14-Aug-22 14-Aug-22 06-Jun-22 31-Jan-23 31-Jul-24 31-Jul-24 07-Mar-26 Scholes pricing model with the following inputs: Issue Date / Valuation Date: 8 March 2021 Share price: Exercise price: Maturity: Risk-free rate: Dividend yield: Expected volatility: raising cost in equity. AU$0.340 AU$0.442 5 years 0.78% 0% 100% As a result, the fair value of the JLM Options on the Issue Date was US$871,613, which has been recognised as a capital Closing balance Issue of shares Issue of shares Issue of Shares Issue of shares-Capital Raise Capital raise costs Closing balance 31-Dec-21 404,708,831 61,824,106 29-Apr-22 23-May-22 04-Aug-22 21-Dec-22 21-Dec-22 1,000,000 124,403 4,800,000 39,500,000 - 28,554 3,538 133,985 5,327,445 (327,218) 31-Dec-22 450,133,234 66,990,410 82 | Annual Report 2022 GENMIN 59 60 Financial Report | Notes Consolidated Financial Statements 17.2. Options for the year ended 31 December 2022 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 12,708,882 11,087,584 2022 2021 001 Issued during the year Exercised during the year Lapsed during the year At the end of the year Options on issue as at 1 January 2022 Grant Date 01-Sep-12 01-Nov-12 07-Jun-17 31-Jul-18 05-Aug-19 27-Aug-19 08-Mar-21 Expiry Date Exercise Price 14-Aug-22 14-Aug-22 06-Jun-22 31-Jan-23 31-Jul-24 31-Jul-24 07-Mar-26 AU$0.040 AU$0.040 AU$0.040 US$0.150 US$0.150 US$0.150 AU$0.442 - (5,924,403) - 5,000,000 (2,410,077) (968,625) 6,784,479 12,708,882 Number of Options 4,800,000 1,000,000 Fair value on Issue Date free attaching free attaching 124,403 free attaching 1,254,479 free attaching 250,000 free attaching 280,000 free attaching 5,000,000 US$871,613(total)1 12,708,882 Note: 1In accordance with the IPO Offer Management Agreement dated 9 February 2021, Genmin issued a total of 5,000,000 unlisted Advisor options to the Joint Lead Managers (JLM Options). The JLM Options have been valued using a Black Scholes pricing model with the following inputs: Issue Date / Valuation Date: Share price: Exercise price: Maturity: Risk-free rate: Dividend yield: Expected volatility: 8 March 2021 AU$0.340 AU$0.442 5 years 0.78% 0% 100% As a result, the fair value of the JLM Options on the Issue Date was US$871,613, which has been recognised as a capital raising cost in equity. 60 GENMIN Annual Report 2022 | 83 Financial Report | Notes Consolidated Financial Statements There were no options granted or lapsed during the Year. for the year ended 31 December 2022 Options exercised during the Year. Grant date Expiry Date Exercise Price Exercise Date Options Issue Date 01-Nov-12 07-Jun-17 14-Aug-22 06-Jun-22 01-Sep-12 14-Aug-22 AU$0.040 AU$0.040 AU$0.040 29-Apr-22 23-May-22 04-Aug-22 1,000,000 124,403 free attaching free attaching 4,800,000 free attaching Number of Fair value on 5,924,403 Options on issue as at 31 December 2022 Grant date 31-Jul-18 05-Aug-19 27-Aug-19 08-Mar-21 Expiry Date 31-Jan-23 31-Jul-24 31-Jul-24 07-Mar-26 17.3 Rights Exercise Price Number of Options US$0.150 US$0.150 US$0.150 AU$0.442 1,254,479 250,000 280,000 5,000,000 6,784,479 The shareholders of Genmin approved the Plan at the AGM held on 27 May 2021. Under the Plan, the Board of Directors of Genmin issued performance rights to the Eligible Participants including Genmin’s Directors (subject to shareholder approval) and employees. The vesting conditions of the issued Rights are linked to the strategy and objectives of the Company. At the discretion of the Board, all exercised Rights can be settled by one ordinary share for every performance right or a cash payment. The fair value at grant date of the Rights was determined in accordance with AASB 2 Share-based Payment. The Board of Directors of Genmin regularly reviews and assesses the issued Rights and the management makes appropriate accounting adjustments to reflect the results of the review and 2022 US$000 - - - (39) (21) (60) 2021 US$000 264 (158) (104) (1,086) (10) (1,094) assessment. Rights expensed Granted during the year Exercised-cash settled Lapsed Probability Adjustments FX Translation Rights expensed 84 | Annual Report 2022 GENMIN 61 62 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements For the year ended 31 December 2022 KMP Name Options Granted Vesting Conditions Changes during the year Mr Giuseppe Ariti 683,750 Completion of a Feasibility Study for the Mr Salvatore 360,000 Grant of a Mining Permit and entering into Amico the Mining Convention for the Baniaka Iron None Baniaka Iron Ore Project with a positive net Granted present value by 31 December 2022 683,750 Execution of agreements to access rail and port infrastructure for the Baniaka Iron Ore Granted Project by 31 December 2022 683,750 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June Granted 2023 683,750 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Granted Ore Project by 30 June 2023. 360,000 Assisting in achieving either: a project financing outcome once the Mining Permit is granted; or an exit at an amount in None excess of US$300 million for shareholders of the Company before 31 December 2023 240,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Granted 240,000 Execution of an agreement to access rail infrastructure for the Baniaka Iron Ore Granted Project by 31 December 2022 480,000 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. at least $0.70 per Share 400,000 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 400,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 400,000 Asset growth through the acquisition of key regional projects resulting in a significant value uplift (as determined by an independent party) Lapsed None None None None Mr Michael Arnett 400,000 The Company achieving a 30-day VWAP of Financial Report | Notes Consolidated Financial Statements For the year ended 31 December 2022 for the year ended 31 December 2022 KMP Name Options Granted Vesting Conditions Mr Giuseppe Ariti 683,750 Completion of a Feasibility Study for the Baniaka Iron Ore Project with a positive net present value by 31 December 2022 Changes during the year Granted 683,750 Execution of agreements to access rail and port infrastructure for the Baniaka Iron Ore Granted Project by 31 December 2022 683,750 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 683,750 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Mr Salvatore 360,000 Grant of a Mining Permit and entering into Amico the Mining Convention for the Baniaka Iron Ore Project by 30 June 2023. 360,000 Assisting in achieving either: a project financing outcome once the Mining Permit is granted; or an exit at an amount in excess of US$300 million for shareholders of the Company before 31 December 2023 240,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 240,000 Execution of an agreement to access rail Iron Ore infrastructure for the Baniaka Project by 31 December 2022 480,000 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. Mr Michael Arnett 400,000 The Company achieving a 30-day VWAP of 400,000 400,000 400,000 at least $0.70 per Share Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Asset growth through the acquisition of key regional projects resulting in a significant value uplift independent party) (as determined by an Granted Granted None None Granted Granted Lapsed None None None None 62 GENMIN Annual Report 2022 | 85 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements Non-KMP Rights Granted 2022. Vesting Conditions Changes during Year 250,000 Declaration of a maiden Inferred Mineral Resource at the Bakoumba iron ore project, for prospects subject to Auger drilling by 31 December Lapsed 250,000 Completion of the approved Baniaka diamond, RC and Auger drilling programs, sample logging and preparation for geochemical analysis Lapsed and despatch to nominated analytical laboratory(ies) by 31 March 2022. 250,000 Completion of the Baniaka Preliminary Feasibility Study by 30 June 2022. Lapsed 250,000 Development of a geometallurgical model that can be used in resource block modelling to assign value criteria (yield, Fe grade, quality), for use Vested in subsequent mine planning by 31 March 2022. 250,000 Declaration of a Maiden Inferred Mineral Resource at the Bakoumba Iron Ore Project for prospects subject to Auger drilling by 31 December 2022. None 250,000 Successful and cost-effective exit from the current corporate office in West Perth, and successful and cost-effective entry into a new CBD Vested corporate office by 31 October 2021. 250,000 Expose and connect Genmin to potential retail and green focused institutional shareholders through digital investor relations, and green None repositioning by 31 December 2022. 250,000 In conjunction with the CEO, develop, and then implement, ESG data collection across the organisation, and reporting externally to None shareholders, potential shareholders and stakeholders. 250,000 Completion of the Baniaka Preliminary Feasibility Study by 31 June 2022. 250,000 Completion of a positive Bankable Feasibility Study for the Baniaka Iron Ore Project by 31 December 2022. 250,000 Completion of negotiations and drafting of a substantive rail and port infrastructure agreement for the Baniaka Iron Ore Project by 31 Lapsed December 2021. Lapsed Lapsed Lapsed Vesting Conditions Changes during the year Financial Report | Notes Consolidated Financial Statements for the year ended 31 December 2022 Name Mr Brian van Rooyen Options Granted 300,000 The Company achieving a 30-day VWAP of at least $0.70 per Share 300,000 Completion of a positive Bankable 300,000 300,000 Feasibility Study for the Baniaka Iron ore Project by 31 December 2022 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 Dr Karen Lloyd 250,000 Completion of debt and equity financing for the Baniaka Iron Ore Project by 30 June 2023 250,000 Increase of at least 25% in Company Exploration Targets by 30 June 2023 250,000 Commencement of production at the Baniaka Iron Ore Project by 30 June 2024 250,000 Asset growth through the acquisition of key regional projects resulting in a significant Mr Zaiqian Zhang 250,000 value uplift independent party) (as determined by an Selection and implementation of a fit-for- purpose Enterprise Resource Planning (ERP) system by 31 March 2022. None None None None Granted Granted Granted Granted Revised and Vested 250,000 Completion of debt and equity financing for the Baniaka iron ore project by 30 June 2023. None 250,000 Develop, document and implement finance, accounting, IT and tax policies for Libreville office by 30 June 2022. Lapsed 250,000 86 | Annual Report 2022 GENMIN Building and connections amongst Chinese steel mills to relationships further position the Company's assets as African, products as premium and identify potential sources of Chinese development finance. Success measured by the signing of three (3) Letters of Intent / MoUs for product sale, by 31 March 2022. Vested 250,000 Completion of the Baniaka Iron Ore Project Social and Environmental Impact Assessment by 31 December 2022. 63 64 Financial Report | Notes Consolidated Financial Statements Non-KMP for the year ended 31 December 2022 Rights Granted 250,000 Vesting Conditions Changes during Year Declaration of a maiden Inferred Mineral Resource at the Bakoumba iron ore project, for prospects subject to Auger drilling by 31 December Lapsed 2022. 250,000 Completion of the approved Baniaka diamond, RC and Auger drilling programs, sample logging and preparation for geochemical analysis and despatch to nominated analytical laboratory(ies) by 31 March 2022. 250,000 Completion of the Baniaka Preliminary Feasibility Study by 30 June 2022. 250,000 Development of a geometallurgical model that can be used in resource block modelling to assign value criteria (yield, Fe grade, quality), for use in subsequent mine planning by 31 March 2022. 250,000 Declaration of a Maiden Inferred Mineral Resource at the Bakoumba Iron Ore Project for prospects subject to Auger drilling by 31 December 2022. Lapsed Lapsed Vested None 250,000 Successful and cost-effective exit from the current corporate office in West Perth, and successful and cost-effective entry into a new CBD Vested corporate office by 31 October 2021. 250,000 Expose and connect Genmin to potential retail and green focused institutional shareholders through digital investor relations, and green repositioning by 31 December 2022. 250,000 In conjunction with the CEO, develop, and then implement, ESG data collection across the organisation, and reporting externally to shareholders, potential shareholders and stakeholders. 250,000 Completion of the Baniaka Preliminary Feasibility Study by 31 June 2022. 250,000 Completion of a positive Bankable Feasibility Study for the Baniaka Iron Ore Project by 31 December 2022. 250,000 Completion of negotiations and drafting of a substantive rail and port infrastructure agreement for the Baniaka Iron Ore Project by 31 December 2021. 250,000 Completion of the Baniaka Iron Ore Project Social and Environmental Impact Assessment by 31 December 2022. None None Lapsed Lapsed Lapsed Lapsed 64 GENMIN Annual Report 2022 | 87 t a e c n a a B l e h t g n i r u d g n i r u d d e l t t e s e h t g n i r u d d e l t t e s e h t g n i r u d e h t f o t r a t s e t a d t n a r G e s i c r e x E d e s p a L h s a c - d e s i c r e x E y t i u q e - d e s i c r e x E d e t n a r G e h t t a s t h g R i l t a e u a V r i a F e g a r e v A t a e c n a a B l e h t g n i r u d g n i r u d d e l t t e s e h t g n i r u d d e l t t e s e h t g n i r u d e h t f o t r a t s e t a d t n a r G e s i c r e x E d e s p a L h s a c - d e s i c r e x E y t i u q e - d e s i c r e x E d e t n a r G e h t t a s t h g R i l t a e u a V r i a F e g a r e v A 2 2 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t o F d n E r a e Y e h t r a e y r a e y e h t r a e y r a e y , 0 0 0 0 0 1 , 2 - - - 0 0 0 0 2 7 , 0 0 0 0 0 7 , - - ) 0 0 0 0 5 2 ( , ) 0 0 0 0 8 4 ( , , 0 0 0 0 0 0 2 , , 0 0 0 5 1 2 3 , , 0 0 0 0 0 0 , 1 - - , ) 0 0 0 0 5 7 , 1 ( , 0 0 0 5 3 7 , 9 , ) 0 0 0 0 8 4 , 2 ( - - - - - - - - - - - - - - - - - - - - - , 0 0 0 5 1 2 3 , , 0 0 0 0 0 0 , 1 , 0 0 0 5 1 2 , 4 r a e y 0 0 0 0 5 2 , 0 0 0 0 2 7 , 0 0 0 0 0 7 , 0 0 0 0 8 4 , , 0 0 0 0 0 1 , 2 , 0 0 0 0 5 7 3 , - - , 0 0 0 0 0 0 8 , $ S U 0 3 0 . 2 6 0 . 5 1 . 0 2 6 0 . 2 2 0 . 1 2 0 . 5 1 . 0 8 2 0 . e c i r P e t a D y r i p x E e t a D t n a r G l i N l i N l i N l i N l i N l i N l i N l i N 2 2 - c e D - 1 3 8 1 - p e S - 2 1 4 2 - n u J - 2 2 0 2 - n u J - 3 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 3 2 - n u J - 2 2 0 2 - n u J - 3 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 4 2 - c e D - 6 1 1 2 - c e D - 7 1 5 2 - y a M - 5 2 2 2 - y a M - 6 2 5 2 - v o N - 1 0 2 2 - v o N - 4 0 21 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t o F d n E r a e Y e h t r a e y r a e y e h t r a e y r a e y r a e y - - - 0 0 0 0 5 2 , 0 0 0 0 8 4 , 0 0 0 0 2 7 , 0 0 0 0 0 7 , , 0 0 0 0 0 1 , 2 , 0 0 0 0 5 7 3 , - - , ) 0 0 0 0 0 6 3 ( , - - - - , ) 0 0 0 0 0 2 , 1 ( ) 0 0 0 0 5 2 ( , - - - - - - - - - - - - - - - ) 0 0 0 5 8 3 ( , ) 0 0 0 0 5 3 ( , ) 0 0 0 0 0 3 ( , - - - - - - 0 0 0 0 0 7 , , 0 0 0 0 0 1 , 2 , 0 0 0 0 5 7 3 , 5 6 , 0 0 0 0 0 0 8 , , ) 0 0 0 5 8 9 3 ( , ) 0 0 0 0 5 3 ( , , ) 0 0 0 0 5 7 , 1 ( , 0 0 0 0 5 5 6 , , 0 0 0 0 0 8 4 , - - - 0 0 0 0 5 2 , 0 0 0 0 5 2 , , 0 0 0 5 3 0 , 1 0 0 0 0 8 4 , 0 0 0 0 2 7 , , 0 0 0 5 3 5 , 7 $ S U 8 2 0 . 0 3 0 . 0 3 0 . 3 6 0 . 2 6 0 . 2 6 0 . 5 1 . 0 2 2 0 . 1 2 0 . e c i r P e t a D y r i p x E e t a D t n a r G l i N l i N l i N l i N l i N l i N l i N l i N l i N 1 2 - g u A - 5 2 8 1 - g u A - 6 2 1 2 - p e S - 1 1 8 1 - p e S - 2 1 2 2 - c e D - 1 3 8 1 - p e S - 2 1 3 2 - n u J - 2 2 0 2 - n u J - 3 2 3 2 - n u J - 2 2 0 2 - n u J - 3 2 3 2 - n u J - 2 2 0 2 - n u J - 3 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 4 2 - c e D - 6 1 1 2 - c e D - 7 1 2 2 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t fo l i a c n a n i F d e t a d i l o s n o C s e t o N | t r o p e R l i a c n a n i F i s t h g R f o r e b m u N s t n e m e t a t S 88 | Annual Report 2022 GENMIN t a e c n a a B l i n g e r o F d e s p a L h s a c - d e s i c r e x E y t i u q e - d e s i c r e x E d e t n a r G e h t t a s t h g R i r a e Y e h t e g n a h c x e e h t g n i r u d g n i r u d d e l t t e s g n i r u d d e l t t e s e h t g n i r u d e h t f o t r a t s l t a e u a V r i a F e g a r e v A 1 6 6 0 6 , ) 1 9 2 6 ( , d n E $ S U $ S U t n e m e v o m - r a e y $ S U 4 0 9 2 4 1 , ) 9 1 8 4 1 ( , ) 1 3 4 9 3 ( , 5 6 5 3 0 2 , ) 0 1 1 , 1 2 ( ) 1 3 4 9 3 ( , - - - - - - $ S U r a e y e h t $ S U r a e y e h t - - - r a e y $ S U r a e y $ S U 2 5 9 6 6 , 4 5 1 , 7 9 1 6 0 1 , 4 6 2 e t a d t n a r G e s i c r e x E $ S U 5 1 . 0 1 2 0 . e c i r P e t a D y r i p x E e t a D t n a r G l i N l i N 5 2 - y a M - 6 2 1 2 - y a M - 7 2 4 2 - c e D - 6 1 1 2 - c e D - 7 1 2 2 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t o F 21 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t o F 6 6 t a e c n a a B l d e s p a L h s a c - d e s i c r e x E y t i u q e - d e s i c r e x E d e t n a r G e h t t a s t h g R i r a e Y e h t y t i l i b a b o r P e h t g n i r u d g n i r u d d e l t t e s g n i r u d d e l t t e s e h t g n i r u d e h t f o t r a t s l t a e u a V r i a F e g a r e v A 2 5 9 6 6 , - 4 5 1 , 7 9 1 - - - - - - d n E $ S U $ S U t n e m t s u d a j ) 2 4 4 2 5 4 ( , 8 4 9 8 , ) 5 1 7 3 6 ( , ) 8 6 1 , 9 7 5 ( - - - - - - - - - - r a e y $ S U - - $ S U r a e y e h t ) 1 5 0 4 0 1 ( , ) 3 2 7 7 2 2 ( , - - - - $ S U r a e y e h t ) 4 6 4 , 1 6 3 ( ) 5 0 3 5 7 ( , ) 4 2 3 3 0 2 ( , - - - - r a e y $ S U 2 5 9 6 6 , - 4 5 1 , 7 9 1 6 0 1 , 4 6 2 , ) 7 7 3 6 8 0 , 1 ( , ) 1 5 0 4 0 1 ( ) 3 2 7 , 7 2 2 ( , ) 3 9 0 0 4 6 ( 6 0 1 , 4 6 2 r a e y $ S U 6 0 9 3 1 8 , 0 2 0 9 3 1 , 0 5 1 , 6 2 5 8 6 1 , 9 7 5 - - - 4 4 2 , 8 5 0 , 2 e t a d t n a r G e s i c r e x E $ S U 8 2 0 . 0 3 0 . 3 6 0 . 2 6 0 . 5 1 . 0 2 2 0 . 1 2 0 . e c i r P e t a D y r i p x E e t a D t n a r G l i N l i N l i N l i N l i N l i N l i N 1 2 - g u A - 5 2 8 1 - g u A - 6 2 2 2 - c e D - 1 3 8 1 - p e S - 2 1 2 2 - c e D - 0 3 9 1 - c e D - 1 3 3 2 - n u J - 2 2 0 2 - n u J - 3 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 5 2 - y a M - 6 2 1 2 - y a M - 7 2 4 2 - c e D - 6 1 1 2 - c e D - 7 1 GENMIN Annual Report 2022 | 89 2 2 0 r 2 e b m e c e d 31 D e d n r e a e e y h r t fo l i a c n a n i F d e t a d i l o s n o C s e t o N | t r o p e R l i a c n a n i F d e v r e s e R s t h g R e h t i s t n e m e t a t S f o e u a V l Financial Report | Notes Consolidated Financial Statements 17.4 Reserves for the year ended 31 December 2022 Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements 19. Convertible Notes Rights reserve Foreign currency translation reserve Acquisition of NCI Reserve Options Reserve reserves Balance as at 31 December 2022 18. Cash Flow Reconciliation Reconciliation of cash flows from operating activities Profit/(Loss) for the period Non-cash flows in loss from ordinary activities Changes in performance rights Depreciation expense Impairment on exploration assets Reversal of prepayment write off Foreign currency (gain)/loss Interest expense on Anglo American royalty payment Embedded derivative Finance/Interest costs Loss on transfer of asset Cash moved to Restricted Cash Exploration costs expensed shown in Investing Changes in operating assets and liabilities (Increase)/decrease in receivables Decrease/(increase) in prepayments Increase/(decrease) in payables 2022 US$000 2021 US$000 (203) 2,326 1,385 (817) 2,691 (264) 2,326 1,385 (871) 2,576 2022 US$000 2021 US$000 On 1 May 2020, Genmin signed a Convertible Note Deed (Deed) with Tembo Capital Mining Fund LP (Tembo Fund). The Deed was approved by Genmin’s shareholders at the 2020 AGM. The key terms of the Deed are (8,016) (3,993) • An establishment fee of 2% and interest rate of 10% per annum is payable on the Facility; • Genmin to raise up to US$3m by issuing up to 30,000 unsecured convertible note to Tembo Fund at a face value of US$100 each, convertible into fully paid ordinary shares of Genmin (Facility); (39) 252 895 - (855) 756 - 22 - (91) 3 (42) (68) 212 (1,164) 196 - (35) (53) - (334) 94 257 - - (51) (57) (156) Proceeds from issue of convertible notes Embedded derivative Embedded derivative - unwound Establishment fee Establishment fee unwound during the period Interest expense Conversion into shares Carrying amount of liability as at 31 December 2022 2022 US$ 2021 US$ - - - - - - - - 3,000,000 (583,789) (583,789) (60,000) 60,000 207,863 (3,207,863) - as follows: • • o o The Facility had a Maturity Date of 30 June 2021, and the Repayment Amount was due and payable on 31 December 2021. Subject to certain regulatory approvals, Tembo Fund may elect to convert the notes into conversion shares at the conversion price, which will equal or higher of: 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$0.15 per share. Tembo Fund retrospectively received the Foreign Investment Review Board approval of the Deed on 25 November 2020 and accordingly, Genmin recognised the embedded derivative. Prior to receiving the FIRB approval, Genmin treated the Facility as an unsecured debt. Contemporaneous with the IPO and capital raising, Tembo Fund converted the Facility into ordinary shares pursuant to the Tembo Fund Offer set out in the Prospectus. Net cash flows used in operating activities (6,971) (5,296) 90 | Annual Report 2022 GENMIN 67 68 Financial Report | Notes Consolidated Financial Statements 19. Convertible Notes for the year ended 31 December 2022 Proceeds from issue of convertible notes Embedded derivative Embedded derivative - unwound Establishment fee Establishment fee unwound during the period Interest expense Conversion into shares Carrying amount of liability as at 31 December 2022 2022 US$ 2021 US$ - - - - - - - - 3,000,000 (583,789) (583,789) (60,000) 60,000 207,863 (3,207,863) - On 1 May 2020, Genmin signed a Convertible Note Deed (Deed) with Tembo Capital Mining Fund LP (Tembo Fund). The Deed was approved by Genmin’s shareholders at the 2020 AGM. 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 Fund 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 had a Maturity Date of 30 June 2021, and the Repayment Amount was due and payable on 31 December 2021. Subject to certain regulatory approvals, Tembo Fund may elect to convert the notes into conversion shares at the conversion price, which will equal or higher of: o 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. Tembo Fund retrospectively received the Foreign Investment Review Board 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. Contemporaneous with the IPO and capital raising, Tembo Fund converted the Facility into ordinary shares pursuant to the Tembo Fund Offer set out in the Prospectus. 68 GENMIN Annual Report 2022 | 91 Financial Report | Notes Consolidated Financial Statements 20. Earnings per Share for the year ended 31 December 2022 2022 US$000 2021 US$000 Earnings used in calculating earnings per share Earnings attributable to ordinary shareholders of the parent (8,008) (3,985) Weighted average number of shares No. of shares No. of shares Ordinary shares used in calculating basic earnings per share 408,624,597 383,764,615 Earnings per share Basic Earnings per share (1.960) cent (1.038) cent 21. Related Party Transactions 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. 21.1. Transactions with KMP Transactions with KMP Short-term employee benefits Long-term employee benefits Post employment benefits Share based payments Total Remuneration 2022 US$000 2021 US$000 664 8 45 - 717 644 5 42 (989) (298) 21.2. Transactions with Controlling Shareholder There was no transaction between the Group and the controlling shareholder for the Year. 92 | Annual Report 2022 GENMIN 69 Financial Report | Notes Consolidated Financial Statements 22. Commitments and Contingencies for the year ended 31 December 2022 22.1. 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$3.5 million. 22.2. Contingencies Tax Audit on Genmin Congo SA The Tax Authority in Republic of the Congo conducted a tax audit on Genmin Congo SA for the calendar years of 2017 and 2018. On 26 November 2021, the Tax Authority issued the Amended Confirmation of Adjustment, and it states the amount owed to the Tax Authority is XAF 127,550,302 FCFA (US$207,580). Upon receiving a Collection Notice, Genmin Congo will have three months to file an application to dispute the tax audit findings. At the time of this report, Genmin Congo has not received the Collection Notice and intends to dispute the audit findings once it receives the Collection Notice. 23. Financial Instrument Risk The Group’s principal financial instrument is comprised of cash. The main purpose of this financial instrument is to provide working capital for the Group and to fund its operations. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below. 23.1. Liquidity Risk The Group manages liquidity risk by monitoring cash levels on an ongoing basis against budget and forecast cash flows. The Group’s operations require it to raise capital to fund its exploration programs. 23.2. Credit Risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. All material cash balances held at banks are held at internationally recognised institutions. 70 GENMIN Annual Report 2022 | 93 Financial Report | Notes Consolidated Financial Statements 23.3. Interest Rate Risk for the year ended 31 December 2022 The Group has minimal interest rate risk arising from cash and cash equivalents held as funds are held in US$ and converted to AU$ as required. Interest received on US$ deposits is negligible. 23.4. Foreign Currency Risk As a result of the Group operating overseas (Gabon), the Group is exposed to foreign exchange risk from commercial transactions 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. 24. 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. 94 | Annual Report 2022 GENMIN 71 Financial Report | Notes Consolidated Financial Statements 25. Parent Entity Information for the year ended 31 December 2022 Information relating to Genmin (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 Statement of profit or loss and other comprehensive income Loss for the year Other comprehensive loss Total comprehensive loss 2022 US$000 2021 US$000 5,193 42,755 47,948 543 70 613 12,688 33,981 46,669 323 165 488 47,335 46,181 66,990 255 (19,910) 47,335 61,824 370 (16,013) 46,181 (3,897) (2,373) - - (3,897) (2,373) 72 GENMIN Annual Report 2022 | 95 Financial Report | Notes Consolidated Financial Statements 26. Segment Information for the year ended 31 December 2022 For management purposes, Genmin is organised into business units based on its geographical location and the nature of activities. Genmin has two (2) business units, and they are: • Gabon (Reminac, Kimin Gabon SA, Azingo Gabon SA, Afrique Resources SA, and Minconsol SA) • Corporate (remaining Group entities) For the year ended 31 December 2022 Continuing operations Other income Total Other income Corporate expenses Depreciation expense Impairment Other expenses Loss before income tax Income Tax Expense Loss after income tax For the year ended 31 December 2021 Continuing operations Other income Total Other income Corporate expenses Depreciation expense Impairment Other expenses Loss before income tax Income Tax Expense Loss after income tax Consolidated Corporate Gabon Eliminations Total US$000 US$000 US$000 US$000 6 6 (3,623) (126) - (1,056) (4,799) - - (884) (126) (895) (1,312) (3,217) - - (4,799) (3,217) - - - - - - - - 6 6 (4,507) (252) (895) (2,368) (8,016) - (8,016) Consolidated Corporate Gabon Eliminations Total US$000 US$000 US$000 US$000 35 35 - - (1,660) (56) (477) (140) (4) (1,685) (1,691) (2,308) - - (1,685) (2,308) - - - - - - - - 35 35 (2,137) (196) (1,695) (3,993) - (3,993) Financial Report | Notes Consolidated Financial for the year ended 31 December 2022 Statements As at 31 December 2022 Consolidated Corporate Gabon Eliminations Total US$000 US$000 US$000 US$000 Assets Current Cash and cash equivalents Trade and other receivables Inventory Prepayments Total current assets Non-current Restricted Cash Property, plant and equipment Exploration and evaluation assets Other Intangible Assets Right of Use Asset Total non-current assets Total assets Liabilities Current Trade and other payables Lease Liabilities Current liabilities Non-Current Financial Liability Lease Liabilities Non-Current liabilities Total liabilities Net assets 6,492 80 - 156 6,728 85 111 122 395 164 877 850 204 30 435 1,519 6 1,412 41,819 - 119 43,356 7,605 44,875 421 103 594 3,124 104 3,228 10,756 70 10,826 - 17 17 11,420 3,245 (3,815) 41,630 - - - - - - - - - - - - - - - - - - - 7,342 284 30 591 8,247 91 1,523 41,941 395 283 44,233 52,480 3,615 207 3,822 10,756 87 10,843 14,665 37,815 96 | Annual Report 2022 GENMIN 73 74 Financial Report | Notes Consolidated Financial Statements As at 31 December 2022 for the year ended 31 December 2022 Corporate Gabon Consolidated Eliminations Total US$000 US$000 US$000 US$000 Assets Current Cash and cash equivalents Trade and other receivables Inventory Prepayments Total current assets Non-current Restricted Cash Property, plant and equipment Exploration and evaluation assets Other Intangible Assets Right of Use Asset Total non-current assets Total assets Liabilities Current Trade and other payables Lease Liabilities Current liabilities Non-Current Financial Liability Lease Liabilities Non-Current liabilities Total liabilities Net assets 6,492 80 - 156 6,728 85 111 122 395 164 877 850 204 30 435 1,519 6 1,412 41,819 - 119 43,356 7,605 44,875 421 103 594 3,124 104 3,228 10,756 70 10,826 - 17 17 11,420 3,245 (3,815) 41,630 - - - - - - - - - - - - - - - - - - - 7,342 284 30 591 8,247 91 1,523 41,941 395 283 44,233 52,480 3,615 207 3,822 10,756 87 10,843 14,665 37,815 74 GENMIN Annual Report 2022 | 97 Financial Report | Notes Consolidated Financial Statements As at 31 December 2021 for the year ended 31 December 2022 Corporate Gabon Consolidated Eliminations Total US$000 US$000 US$000 US$000 Assets Current Cash and cash equivalents Trade and other receivables Inventory Prepayments Total current assets Non-current Property, plant and equipment Exploration and evaluation assets Other Intangible Assets Right of Use Asset Total non-current assets Total assets Liabilities Current Trade and other payables Lease Liabilities Current liabilities Non-Current Lease Liabilities Non-Current liabilities Total liabilities Net assets 12,510 110 - 94 12,714 70 122 395 256 843 238 18 31 555 842 394 27,843 - 10 28,247 13,557 29,089 281 94 375 165 165 1,315 11 1,326 - - 540 1,326 13,017 27,763 - - - - - - - - - - - - - - - - - - 12,748 128 31 649 13,556 464 27,965 395 266 29,090 42,646 1,596 105 1,701 165 165 1,866 40,780 98 | Annual Report 2022 GENMIN 75 Financial Report | Notes Consolidated Financial Statements 27. Events after the Reporting Period for the year ended 31 December 2022 On 1 February 2023, Genmin signed a long-term power supply agreement for an initial term of 20 years with Gabon state-owned SdP. The power supply agreement will provide an initial supply of 30MW, which can be increased to 50MW to support future expansions of Baniaka. On 21 February 2023, Genmin signed a 15-year rail and port services agreement with OMP to provide an integrated mine to ocean going vessel transport solution for Baniaka. The agreement is on a send or pay basis for a guaranteed 5Mtpa as well as provision to scale up to 15Mtpa. On 10 March 2023, 256,284,967 ordinary shares, 5,250,000 unlisted options and 750,000 unlisted performance rights were released from voluntary and mandatory escrow. On 28 March 2023, 2,282,500 Rights lapsed because their vesting conditions were not satisfied or became incapable of being satisfied. On the same date, 125,000 Rights vested following the satisfaction of the vesting conditions. Other than the events stated above, there has not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the Group in future periods. 76 GENMIN Annual Report 2022 | 99 Directors’ Declaration Directors' Declaration The Directors of the Group declare that: 1. The consolidated financial statements and notes, as set out on pages 57-100, are in accordance with the Corporations Act 2001: a) Comply with Accounting Standards as described in Note 1 of the Notes to the Consolidated 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 2022 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 Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the year ended 31 December 2022. This declaration is made in accordance with a resolution of the Board of Directors. Michael Arnett Non-Executive Chairman Perth, Western Australia 29 March 2023 100 | Annual Report 2022 GENMIN 77 Directors' Declaration The Directors of the Group declare that: the Corporations Act 2001: 1. The consolidated financial statements and notes, as set out on pages 57-100, are in accordance with a) Comply with Accounting Standards as described in Note 1 of the Notes to the Consolidated 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 2022 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 become due and payable. 3. This declaration has been made after receiving the declarations required to be made to the Directors by the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the Corporations Act 2001 for the year ended 31 December 2022. This declaration is made in accordance with a resolution of the Board of Directors. Michael Arnett Non-Executive Chairman Perth, Western Australia 29 March 2023 Independent Auditor’s Report INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GENMIN LIMITED 2. There are reasonable grounds to believe that the Group will be able to pay its debts as and when they Report on the Audit of the Financial Report Opinion We have audited the financial report of Genmin Limited (“the Company”) and its subsidiaries (“the Consolidated Entity”), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, 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 Consolidated Entity is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2022 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. 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 Consolidated Entity 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. 77 GENMIN Annual Report 2022 | 101 Material Uncertainty Related to Going Concern We draw attention to Note 1.1 in the financial report which indicates that the Consolidated Entity incurred a net loss of US$8.02 million during the year ended 31 December 2022. As stated in Note 1.1, these events or conditions, along with other matters as set forth in Note 1.1, indicate that a material uncertainty exists that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. Our opinion is not modified of this matter. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matter How our audit addressed the Key Audit Matter Exploration and Evaluation Assets Our procedures included, amongst others: (Refer to Note 12) The Company has capitalised exploration and evaluation assets of US$41.9 million as at 31 December 2022. • Assessing management’s determination of its the for consistency with areas of interest definition in AASB 6. This involved analysing the tenements in which the Company holds an interest and the exploration programs planned for Exploration and evaluation assets is a key audit those tenements. matter due to: • The significance of the balance to the Group’s financial position. • The level of judgement required in evaluating the management’s application of requirements of AASB 6 Exploration for and Evaluation of Mineral Resources (“AASB 6”). AASB 6 is an industry specific accounting the application of standard requiring judgements, estimates and significant industry knowledge. This includes specific requirements for expenditure to be 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. 102 | Annual Report 2022 GENMIN • For each area of interest, we assessed the Company’s rights to tenure by corroborating to evaluating government registries and 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 expenditure: impairment of the capitalised o the licenses for the right to explore expiring in the near future or are not Key Audit Matter How our audit addressed the Key Audit Matter expected to be renewed; o substantive expenditure for further exploration in the specific area is neither budgeted or planned; o decision or intent by the Company to discontinue activities in the specific lack of area of commercially viable quantities of interest due to resources; and o 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. Other Information The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 31 December 2022, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude 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. GENMIN Annual Report 2022 | 103 In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’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 Consolidated Entity or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Entity’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 Consolidated Entity’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 Consolidated Entity 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 Consolidated Entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion. 104 | Annual Report 2022 GENMIN 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 2022. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion, the Remuneration Report of Genmin Limited, for the year ended 31 December 2022, complies with section 300A of the Corporations Act 2001. HALL CHADWICK WA AUDIT PTY LTD CHRIS NICOLOFF CA Director Dated this 29th day of March 2023 Perth, Western Australia GENMIN Annual Report 2022 | 105 Additional ASX 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 6 April 2023 is 450,783,234 ordinary fully paid shares. All issued ordinary fully paid shares carry one vote per share. Options or Performance Rights do not carry any voting rights. Distribution Schedules as at 6 April 2023 Fully Paid Ordinary Shares – main class (ASX: GEN) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders 23 105 83 300 148 659 Units 3,995 348,249 679,498 13,074,582 436,676,910 450,783,234 Unquoted Equity Securities Options OPTIONS EXPIRING 31/07/2024 @USD$0.15 (ASX: GENAM) % Units 0.00 0.08 0.15 2.90 96.87 100.00 Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 1 1 0 0 0 0 280,000 280,000 0 0 0 0 100 100 106 | Annual Report 2022 GENMIN Holders that have 20% or more Rank 1 Name Units % Units SHANE RAYMOND VOLK + STEPHANIE VYATRI SITUMORANG 280,000 100.00 OPTIONS EXPIRING 31/07/2024 @USD$0.15 (ASX: GENAL) Total holders Units % Units Range 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 0 250,000 250,000 Holders that have 20% or more Rank 1 Name Units FOSTER STOCKBROKING NOMINEES PTY LTD 250,000 OPTIONS EXPIRING 07/03/2026 @$0.442 (ASX: GENAN) 0 0 0 0 100 100 % Units 100.00 Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 2 2 0 0 0 0 5,000,000 5,000,000 0 0 0 0 100 100 Holders that have 20% or more Rank Name Units % Units 1 2 BELL POTTER NOMINEES LTD 2,500,000 FOSTER STOCKBROKING NOMINEES PTY LTD 2,500,000 50.00 50.00 GENMIN Annual Report 2022 | 107 Performance Rights PERFORMANCE RIGHTS EXPIRING 22/06/2024 (ASX: GENAO) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 1 1 0 0 0 0 720,000 720,000 0 0 0 0 100 100 PERFORMANCE RIGHTS EXPIRING 16/12/2024 (ASX: GENAE) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 3 3 0 0 0 0 1,625,000 1,625,000 0 0 0 0 100 100 PERFORMANCE RIGHTS EXPIRING 25/05/2025 (ASX: GENAP) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total holders Units % Units 0 0 0 0 2 0 0 0 0 0 0 0 0 1,607,500 100 108 | Annual Report 2022 GENMIN Total 2 1,607,500 100 PERFORMANCE RIGHTS EXPIRING 26/05/2025 (ASX: GENAE) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 2 2 0 0 0 0 2,500,000 2,500,000 0 0 0 0 100 100 PERFORMANCE RIGHTS EXPIRING 01/11/2025 (ASX: GENAE) Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total Total holders Units % Units 0 0 0 0 1 1 0 0 0 0 1,000,000 1,000,000 0 0 0 0 100 100 2. UNMARKETABLE PARCELS Based on the closing share price of 6 April 2023 (AU$0.19), there were 63 holders of less than a marketable parcel of Genmin’s main class of securities. GENMIN Annual Report 2022 | 109 3. TOP 20 SHAREHOLDERS OF QUOTED EQUITY SECURITIES (ASX: GEN) AS AT 6 APRIL 2023 Rank Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 14 16 17 18 18 20 Units % 248,228,257 55.07 21,950,000 19,163,211 13,650,000 11,528,194 9,581,264 8,268,383 7,352,941 6,556,795 6,015,004 4.87 4.25 3.03 2.56 2.13 1.83 1.63 1.45 1.33 1.26 1.24 1.10 0.97 0.87 0.69 0.67 NDOVU CAPITAL I B V\C NATIONAL NOMINEES LIMITED GIUSEPPE VINCE ARITI MR KENNETH JOSEPH HALL CRANPORT PTY LTD CITICORP NOMINEES PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED SANDINI PTY LTD KIM BISCHOFF E-TECH CAPITAL PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 5,675,171 MR STEPHEN DISCO HEMPTON 5,571,915 YJC INVESTMENTS PTY LTD 4,944,558 CARJAY INVESTMENTS PTY LTD BNP PARIBAS NOMS(NZ) LTD UBS NOMINEES PTY LTD OAM (MIDDLE EAST) LTD 4,368,238 3,930,000 3,105,635 3,000,000 FOSTER STOCKBROKING NOMINEES PTY LTD 2,950,000 0.65 BNP PARIBAS NOMS PTY LTD 2,219,483 0.49 MR DAVID GRUNDMANN + MRS MICHELLE GRUNDMANN 2,000,000 0.44 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) 390,059,049 Total Remaining Holders Balance 60,724,185 86.53 13.47 4. EQUITY SECURITIES SUBJECT TO ESCROW There are no equity securities that are subject to mandatory or voluntary escrow as at 6 April 2023. 5. SUBSTANTIAL SHAREHOLDERS Rank Name Units % Units 1 2 TEMBO CAPITAL MINING FUND LP AND NDOVU CAPITAL I B.V. 248,228,257 CRANPORT PTY LTD 24,123,198 55.15 5.36 6. GROUP CASH AND ASSETS In accordance with Listing Rule 4.10.19, the Group confirms that it used the cash and assets in a form readily convertible to cash that it had at the time of admission in a conservative manner that is consistent with its business objectives for the year ended 31 December 2022. 110 | Annual Report 2022 GENMIN GENMIN Annual Report 2022 | 111 London House, Suite 3, Level 8, 216 St Georges Terrace PERTH WA 6000 +61 8 9200 5812 www.genmingroup.com 

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