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
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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
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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.
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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
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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
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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
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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
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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
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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
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88 | Annual Report 2022 GENMIN
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-
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
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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