Annual
Report
2023.
Corporate Directory
DIRECTORS
REGISTERED OFFICE AND BUSINESS ADDRESS
Mr Michael Arnett, Non-Executive Chairman
London House, Suite 3, Level 8,
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
T: +61 8 9211 7777
Contents
Director’s Report
Auditor’s Independence Declaration
216 St Georges Terrace
PERTH WA 6000
T: +61 8 9200 5812
POSTAL
PO Box 7405
CLOISTERS SQUARE WA 6850
SHARE REGISTRY
Computershare Investor Services Pty Limited
Level 17, 221 St Georges Terrace,
Perth WA 6000T: 1300 850 505 (within Australia) or
+61 3 9415 4000
STOCK EXCHANGE LISTING
The Company’s fully paid shares are listed and
quoted on the Australian Securities Exchange
(ASX).
ASX Code: GEN
WEBSITE: www.genmingroup.com
ABN: 81 141 425 292
3
31
Consolidated Statement of Profit or Loss and Other Comprehensive Income
33
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
34
35
36
37
69
70
75
Chair's Letter
Dear fellow shareholders,
I am pleased to present our annual report for the year ended 31 December 2023, a year that presented several
external challenges, which were carefully navigated by your Board and management.
Notwithstanding, our company made significant progress in 2023 toward becoming an iron ore producer in the
near-term through delivering several critical milestones related to the development of our 100% owned Baniaka
iron ore project located in Gabon, west Central Africa, including:
• Receipt of a
large-scale, 20-year mining permit and certificate of environmental conformance
(environmental approval) providing regulatory approval for Genmin to build and operate Baniaka;
• Securing long-term access to major energy and transport infrastructure with the signing of a 20-year
agreement for the supply of clean, renewable electricity, and a 15-year integrated rail and port agreement
enabling the transport and export of our iron ore to global markets;
• Independent certification and rating of our environmental, social and governance, or ESG credentials by
Digbee ESGTM and the award of an inaugural ESG rating of BB, and successful registration of the Baniaka Green®
brand to convey the greener attributes of our iron ore products and their favourable impact on our customers
Scope 1, and upstream Scope 3 greenhouse gas emissions; and
• Signing of two, additional non-binding offtake Memoranda of Understanding, or MoU, with Hunan Iron and
Baowu Resources, which are both large vertically integrated enterprises within the top 15 global steel
producers. Our company now has four offtake MoUs in place for a total of 19 million tonnes of Baniaka Green®
iron ore products.
On 30 August 2023, a peaceful regime change occurred in Gabon. As a prudent response to this situation, we halted
and then suspended the trading of our securities on the ASX, whilst we evaluated the impact of the regime change
within Gabon on our operations, and external to Gabon in relation to our immediate working capital requirements,
potential project build financing and the view of outside stakeholders.
My fellow directors and I were encouraged by how quickly day-to-day activities returned to normal throughout
Gabon, and the prompt and peaceful nature of the appointment of a transitional President, Prime Minister,
government, and parliament reinforced the ongoing stability in the country, which remains in place today.
With ongoing stability, and business operating normally in Gabon, the mining permit having been received, and to
provide a pathway for the Company’s shares to recommence trading on the ASX, on 7 February 2024 we launched
a fundraising comprising a placement and entitlement offer, which was strongly supported and raised
approximately AU$23.4 million, and importantly our shares are expected to recommence trading in the week
starting on 2 April 2024. The fundraising also enabled us to fully repay maturing loans to become debt free and
also to pay down creditor levels on the balance sheet.
Against a backdrop of a transitional government actively promoting, and streamlining timeframes for new
economic development, we have now turned our full attention in 2024 to firstly finalising project build financing
and then to commencing the development of Baniaka, which is expected to be Gabon’s first iron ore mine.
I extend my sincere thanks to our hardworking team for their support and commitment to Genmin, and I look
forward to updating you throughout 2024 on our progress at Baniaka.
Yours sincerely,
Michael Arnett
Non-Executive Chairman
2023 | Annual Report
2
| Remuneration Report
Directors' Report
The Directors of Genmin Limited present their report together with the financial statements of the Consolidated
Entity, being Genmin Limited (Genmin or Company) and its Controlled Entities (Group) for the twelve months
ended 31 December 2023 (Year).
Directors
The names of Directors of the Company in office during the Year and up to the date of this report are shown in
Table 1.
Table 1: Genmin Directors
Director Name
Role
Appointed
Michael Norman Arnett
Non-Executive Chairman
10 March 2021
Giuseppe Vince Ariti
Managing Director & CEO
11 January 2010
John Russell Hodder
Non-Executive Director
Salvatore Pietro Amico
Non-Executive Director
22 May 2014
1 May 2019
Brian van Rooyen
Non-Executive Director
10 March 2021
Current Directors and Officers
Mr Michael Norman Arnett (LLB, BCom)
Non-Executive Chairman
Mr Arnett is a former consultant to, partner of and member of the Board of Directors, and national head of the
Natural Resources Business Unit, of the law firm Norton Rose Fulbright (formally Deacons). 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 (ASX: NWH) (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.
Mr Giuseppe Vince Ariti (BSc, DipMinSc, MBA, MAusIMM)
Managing Director and Chief Executive Officer
Mr Ariti is an experienced company director and mining executive with over 35 years’ experience in the resources
industry across technical, management and executive roles, including the development, management, and
financing of mining projects in Australia, Indonesia, Papua New Guinea and West Africa.
Mr Ariti is a metallurgist with a Bachelor of Science, and Graduate Diploma of Mineral Science from Murdoch
University in Western Australia, and an MBA from the Edinburgh Business School.
Mr Ariti was a founding director of African Iron Limited, an entity developing iron ore assets in the Republic of Congo
until March 2012, at which time it was taken over by Exxaro Resources Limited (Exxaro). Previously a director of
Australian iron ore producer Territory Resources Limited, Mr Ariti was integral in its acquisition 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.
2023 | Annual Report
3
Mr John Russell Hodder (BSc, MSc, BCom)
Non-Executive Director
Mr Hodder is a founding principal of Tembo Capital Management Limited (Tembo), a mining private equity fund,
which specialises in providing and assisting junior and emerging mining companies, and has over 35 years’
experience in the resources industry.
Mr Hodder is a geologist, and his first 10 years’ experience was in exploration and project evaluation for both
minerals as well as in oil and gas companies. After Mr Hodder obtained a Masters in Finance from the London
Business School, he worked 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.
Mr Hodder is currently a Non-Executive Director of ASX listed Strandline Resources Limited (ASX: STA) (appointed 8
June 2016). In the previous three years, Mr Hodder has been a Non-Executive Director of ASX listed Spartan
Resources Limited (ASX: SPR) (appointed 12 May 2023, resigned 20 March 2024).
Mr Hodder is a member of the Remuneration & Nomination Committee.
Mr Salvatore Pietro Amico (BEng, AMP)
Non-Executive Director
Mr Amico is a metallurgist with a degree in metallurgical engineering from Université de Mons, Belgium, and in
2003, he completed the Advanced Management Programme at INSEAD, France.
Mr Amico was the general representative of Eramet in Gabon from 2013 to 2018. Eramet is a global diversified French
mining and metallurgical group with its principal listing on the Paris stock exchange (ERA.PA). During his time at
Eramet, several major projects were undertaken and completed, such as 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 , the extension
of the Trans-Gabon Railway concession and financing of a renovation plan, the creation of the School of Mines
and Metallurgy in Moanda and a significant increase of manganese production at the Moanda mine.
Eramet (through its majority holding in COMILOG) owns the Moanda manganese mine, the second largest
producer of high-grade manganese ore globally and is the majority owner of SETRAG, the entity operating the
Trans-Gabon Railway.
Prior to 2013, Mr Amico held various roles at Eramet in Paris including Chief Executive Officer of the manganese salts
and oxides business unit with production sites in the USA, China, Europe and Mexico, and two years as head of
Guangxi Eramet Comilog Chemicals Ltd based in Shanghai, China.
Mr Amico has had no other listed directorships in the previous three years. Mr Amico is a member of the Audit &
Risk Management Committee.
Mr Brian van Rooyen (BEng Mechanical, MBA)
Non-Executive Director
Mr van Rooyen holds a degree in Mechanical Engineering and an MBA, both from the University of Pretoria, South
Africa.
Mr van Rooyen is a highly experienced mining executive with over 35 years’ experience, specialising in strategy,
new business, and project development and operations.
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 an extensive career with
Kumba Resources Limited (acquired by Anglo American plc and now Kumba Iron Ore), specialising in primary steel
production technology.
2023 | Annual Report
4
| Remuneration Report
Directors' Report
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.
Mr Dennis Wilkins (BBus)
Company Secretary
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.
Directors’ Meetings and Attendance
The number of Directors’ meetings, and meetings of committees of Directors held during the Year are shown in
Table 2.
Table 2: Directors and Board Committee Meetings 2023
Directors Meetings
ARMC1 Meetings
RNC2 Meetings
Number
eligible
to attend
Attended
Number
eligible
to attend
Attended
Number
eligible
to attend
Attended
7
7
7
7
7
7
7
6
7
7
3
-
-
3
3
3
-
-
3
3
Nil
-
Nil
-
Nil
Nil
-
Nil
-
Nil
7
3
Nil
Director
MN Arnett
(Board & RNC
Chair)
GV Ariti
JR Hodder
SP Amico
B van Rooyen
(ARMC Chair)
Number of
meetings held
Notes:
1 Audit & Risk Management Committee
2 Remuneration & Nomination Committee
2023 | Annual Report
5
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 2023 is
shown in Table 3.
Table 3: Directors Interests 2023
Ordinary Shares
Options
Performance Rights
Direct
Indirect
Total
Direct
Indirect
Total
Direct
Indirect
Total
-
735,294
735,294
19,163,211
-
-
-
-
-
-
-
19,163,211
-
-
-
19,163,211
735,294
19,898,505
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,200,000
683,750
-
600,000
600,000
-
3,083,750
-
-
-
-
-
-
1,200,000
683,750
-
600,000
600,000
3,083,750
Director
MN Arnett
GV Ariti
JR Hodder
SP Amico
B van Rooyen
Total
Note:
On 7 February 2024, the Company announced up to a AU$28.3 million fundraising, comprising a Placement and Entitlement Offer.
Each of the Directors participated in either the Placement or Entitlement Offer and on 26 March 2024, Directors in aggregate were
allotted 19,442,748 shares and 6,480,915 options.
Principal Activities
During the Year, the principal activity of entities within the Group was mineral exploration and project development
in Gabon, west Central Africa. No significant change to Genmin’s principal activities occurred during the period,
unless otherwise set out in this report.
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.
2023 | Annual Report
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| Remuneration Report
Directors' Report
Directors
Table 4 sets out the appointment date, independence status and qualifications of each Director.
Table 4: Director Appointments
Director
Role of
Director
Type of
Director
First
Appointed
Qualification
Mr Michael Norman Arnett
Chair
Independent
Non-Executive
10 March 2021
LLB, BCom
Mr Giuseppe Vince Ariti
Managing
Director & CEO
Executive
11 January 2010
Mr John Russell Hodder
Director
Non-Executive
22 May 2014
BSc, DipMinSc,
MBA
BSc, MSc,
BCom
Mr Salvatore Pietro Amico
Director
Mr Brian van Rooyen
Director
Independent
Non-Executive
Independent
Non-Executive
1 May 2019
BEng AMP
10 March 2021
BEng, 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 Table 5.
Table 5: Board Committees for the Year
Committee
Chair
Members
Audit & Risk Management Committee (ARMC)
B van Rooyen
Remuneration & Nomination Committee (RNC)
MN Arnett
MN Arnett
SP Amico
JR Hodder
B van Rooyen
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
its website at
detailed corporate governance
statement can be
found and
viewed at
www.genmingroup.com/company/corporate-governance/.
2023 | Annual Report
7
Policies and Charters
Policies
Genmin has implemented the following charters and policies. To view these polices online, please visit
www.genmingroup.com/company/corporate-governance/.
Board Charter
Board Performance Evaluation Policy
• Anti-Bribery and Corruption Policy
• Audit and Risk Management Committee Charter
•
•
• Code of Conduct
• Code of Conduct for Directors
• Communications Policy
• Continuous Disclosure Policy
• Diversity Policy
• Donations and Community Investment Policy
•
•
•
•
•
• Whistleblower Policy
Securities Dealing Policy
Social Responsibility Policy
Privacy Policy
Remuneration and Nomination Committee Charter
External Auditor Policy
Operating and Financial Review
Overview
Genmin is an African focused, emerging greener iron ore producer with a pipeline of 100% owned projects in the
Republic of Gabon, west Central Africa (Figure 1).
The pipeline comprises, in decreasing order of maturity, the:
•
•
•
Baniaka iron ore project (Baniaka), a permitted, pre-development project;
Bakoumba iron ore project (Bakoumba), an advanced exploration project and regional upside to Baniaka;
and
Bitam polymetallic project (Bitam), an early exploration project prospective for iron, gold, copper and other
future facing metals.
Baniaka and Bakoumba are located in the south-east of Gabon (Figure 1) and together provide an emerging iron
ore hub near to the Haut-Ogooué provincial capital city of Franceville. In this potential hub, Genmin has an
extensive footprint and controls all acreage prospective for iron ore with approximately 2,450km2 of regional
landholding that hosts 121km of interpreted iron mineralised strike, with only 16% of the strike tested with diamond
drilling.
In November 2022, Genmin completed a Preliminary Feasibility Study (PFS) for Baniaka, which demonstrated the
economic robustness of an initial ten year, 5 million tonnes per annum (Mtpa) scalable open pit mining operation
using a simple, proven processing flowsheet and leveraging existing clean, renewable hydroelectricity capacity
and, rail and port infrastructure. With an after-tax net present value of AU$600 million and an internal rate of return
2023 | Annual Report
8
| Remuneration Report
Directors' Report
of 38% at an average iron ore price of US$97 per tonne over life of mine, the financial metrics are compelling, and
are achieved without any compromise to the Company’s strong commitment to environmental, social and
governance (ESG) business principles (refer ASX announcement dated 16 November 2022 titled Positive Baniaka
PFS).
Following the completion of the PFS and given that Baniaka was supported by commercial offerings to supply
renewable energy and for the provision of a mine to port transport and ship-loading solution, and is a simple,
shallow, low strip open pit mining operation using a traditional wet iron ore processing flowsheet, the Board made
the decision to immediately progress pre-development activities including the procurement of critical approvals
and permits. Consequently, the focus throughout 2023 was to achieve the key milestones of environmental
approval and procuring a large-scale, twenty-year mining permit, together providing regulatory approval to build
and operate Baniaka.
Figure 1: Location map of Genmin’s projects in Gabon
2023 | Annual Report
9
ESG
During 2023, Genmin was awarded an independent ESG certification and an inaugural ESG rating of BB by Digbee
ESGTM (Figure 2), an impartial assessment organisation endorsed by leading global financiers. The certification and
inaugural rating were awarded following rigorous and independent assessment, conducted by various external
ESG specialists.
To assess its standing relative to peers, Genmin reviewed publicly available data on Digbee scores for analogous
African development companies. Out of the five identified compatible companies, three achieved a BB score, one
achieved a B score, and one opted not to disclose its Digbee rating.
Figure 2: Genmin’s inaugural ESG score awarded by Digbee
Genmin’s strong commitment to ESG in its day-to-day business includes:
• a voluntary commitment to set aside 0.5% of gross revenue from Baniaka for social and nearby community
investment programs (which is not mandated by government and is in addition to State production
royalties, whereby 20% are required to be invested in the local community under the 2019 Mining Code),
•
•
•
the refurbishment to a high standard of the Boumango Medical Facility and subsequent return to the
Ministry of Health and Boumango officials,
the use of clean, renewable hydroelectricity to power Baniaka, and
educational sponsorships, and ongoing support of inclusive community events.
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Directors' Report
Regime change
On 30 August 2023, a peaceful regime change occurred in Gabon. As a prudent response to the situation, the
Company halted and then suspended the trading of its securities on the ASX, whilst it evaluated the impact of the
regime change within Gabon on its operations, and external to Gabon in relation to its immediate working capital
requirements, potential project build financing and the view of international investors and stakeholders.
During this period, the Company’s largest shareholder Tembo Capital provided further (having provided US$2
million in May 2023) working capital loan funding in the amount of US$3 million, making a total loan funding of US$5
million (before establishment fees and interest charges) throughout 2023.
The Company was encouraged by how quickly day-to-day activities returned to normal throughout Gabon, and
the prompt and peaceful nature of the appointment of a transitional President, Prime Minister, government, and
parliament reinforced the ongoing stability in the country, which remains in place today.
In the week commencing 2 April 2024, the Company’s shares are expected to resume trading on the ASX following
the completion of a strongly supported equity fundraising, which raised approximately AU$23.4 million. The funds
raised will provide the Company with general working capital whilst it advances securing the project build capex
funding for Baniaka. In addition, the fundraising has enabled the Company to fully repay the Tembo Capital loans,
which were to mature on 31 March 2024, thereby becoming debt free and also to pay down creditors on the balance
sheet to normal operating levels.
Baniaka
Summary
In 2023, the Company made significant progress toward becoming an iron ore producer in the near-term through
delivering several critical milestones related to the development of Baniaka, including:
•
•
•
•
Receipt of a large-scale, 20-year mining permit (Mining Permit) and certificate of environmental
conformance (environmental approval) providing regulatory approval for the Company to build and
operate Baniaka;
Procuring long-term access to major energy and transport infrastructure with the signing of a 20-year
agreement for the supply of clean, renewable hydroelectricity, and a 15-year integrated rail and port
agreement enabling the transport and export of Baniaka iron ore to global markets;
Independent certification and rating of its ESG credentials by Digbee ESGTM and the award of an inaugural
ESG rating of BB, and the successful registration of the Baniaka Green® brand to convey the greener
attributes of the Company’s iron ore products and their favourable impact on potential customers Scope
1, and upstream Scope 3 greenhouse gas emissions; and
Signing of two, additional non-binding offtake Memoranda of Understanding (MoU) with Hunan Iron and
Baowu Resources, which are both large vertically integrated enterprises within the top 15 global steel
producers. Genmin now has four offtake MoUs in place for a total of 19 million tonnes of Baniaka Green®
iron ore products.
Year in review
In early 2023, the Company completed and submitted a comprehensive social and environmental impact
assessment (SEIA) to the Ministry of Environment and a certificate of environmental conformance (CEC) providing
environmental approval for Baniaka was subsequently issued on 27 July 2023. With the CEC awarded the State was
able to progress the issue of the Mining Permit.
Also in early 2023, Genmin applied for a large-scale mining permit for Baniaka, for an initial term of 20 years for a
starter 5Mtpa mining operation. The Company submitted an extensive mining permit application inclusive of
2023 | Annual Report
11
supporting techno-economic studies informed by approximately 47,000 meters of drilling and its comprehensive
SEIA. The Mining Permit was granted on 29 December 2023 and was issued through a Presidential Decree signed
by His Excellence, Général Brice Clotaire OLIGUI NGUEMA, the President and Head of State of the Republic of Gabon
(Presidential Decree). The Presidential Decree was presented to the Company by the then Minister of Mines, Mr
Hervé Patrick OPIANGAH at a ceremony in Libreville on 8 January 2024.
Consequently, by year end, both the CEC and Mining Permit has been awarded and importantly, together provide
regulatory approval for Genmin to develop and operate Baniaka.
The initial capital investment required by the Company to develop Baniaka was estimated at between US$200 and
US$250 million in the PFS. This capital investment would allow the construction of a wet, nameplated 5Mtpa iron
ore processing facility and non-process infrastructure such as accommodation village, offices, workshops, an ore
haul road, load-out rail terminal, and an overhead power transmission line.
Initially, iron ore is planned to be transported from Baniaka by road haulage to a new purpose-built, load-out rail
terminal located near Franceville, where it will be loaded onto the Trans-Gabon Railway (TGR) and railed to
Owendo Mineral Port under a 15-year commercial agreement (refer ASX announcement dated 21 February 2023
titled Long-term, 15-year integrated rail and port agreement signed). On expansion to 10Mtpa, Baniaka will move
to a 100% rail solution following the completion of a 65km rail spur connecting to the TGR near Franceville.
A 20-year, long-term commercial agreement for the supply of clean, renewable hydroelectricity was also signed
during 2023 (refer ASX announcement dated 1 February 2023 titled Genmin signs long-term power agreement for
Baniaka). With the supply of clean, renewable hydroelectricity locked in, the Company aims to provide lower carbon
intensity iron making raw materials to minimise its contributions to the Scope 3, upstream greenhouse gas
emissions of its customers, and consequently enhance its value proposition to potential offtakers, spot customers
and investors.
Furthermore, Genmin’s proposed iron ore products from Baniaka are also attractive to potential customers
because of their high iron grade as the higher iron grade requires less iron ore to be processed per unit of iron
output with consequential lower metallurgical coal consumption, higher energy efficiency and lower Scope 1
greenhouse gas emissions in the iron making process. They also have favourable metallurgical characteristics
(how quickly the iron ore melts and converts to iron in the blast furnace and/or in the sintering (agglomeration)
pre-treatment of Fines), which also contributes to energy efficiency and lower Scope 1 greenhouse gas emissions.
The Company’s trademark application for Baniaka Green® was approved and successfully registered during 2023.
This has enabled Genmin to build a market brand conveying the greener attributes of all iron ore products sourced
from Baniaka. Genmin made significant progress during 2023 on positioning its Baniaka Green® brand in the
Chinese market to support the green steel initiative. Four MoUs have now been signed by the Company and remain
in effect for potential total offtake of 19Mt of Baniaka Green® Fines, Lump and Pellet Feed products over initial terms
of two or three years as set out in Table 6.
Table 6: Non-binding offtake MoUs with Chinese counterparties
MoU Counterparty
Term
Mtpa
Baowu Resources Co. Ltd
Jianlong Group
Hunan Iron & Steel
2 years
2 years
2 years
China Minmetals Corporation
3 years
2.1
2.0
2.4
2.0
Total
(Mt)
4.2
4.0
4.8
6.0
Counterparties to the MoUs include three large vertically integrated groups within the top 15 global steel producers.
The Company is continuing to work with these counterparties to convert the MoUs to full form binding agreements.
2023 | Annual Report
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| Remuneration Report
Directors' Report
Next steps
The Company is targeting the commencement of production at Baniaka by mid-2025 based on a 12-month build
schedule, the commencement of which is dependent on project financing closing on or around mid-2024 to enable
the build to commence (refer ASX announcement dated 7 March 2024 titled Supplementary Prospectus).
Against a backdrop of a transitional government actively promoting, and streamlining timeframes for new
economic development, the Company has now turned its full attention in 2024 to firstly finalising project build
financing and then to commencing the development of Baniaka, which is expected to be Gabon’s first iron ore
mine.
Exploration tenure
Genmin’s wider portfolio in Gabon comprises exploration tenure adjacent to Baniaka at Bakoumba, which is
prospective for iron ore, and Bitam, which is prospective for iron, gold copper, lithium, and rare earth elements.
During 2023, exploration activities progressed at Bakoumba with the completion of a maiden Auger drilling
program at the Koumbi and Lebombi North prospects comprising 146 shallow holes for a total advance of 2,060
meters. The program primarily targeted and confirmed surficial and shallow detrital iron mineralisation over
approximately 20% of the 36km banded iron formation strike length. The Company also completed a bulk density
pitting campaign at Bakoumba, which comprised 23 re-sampled and newly excavated pits.
Bakoumba forms an important regional upside to Baniaka, consolidating control of an emerging, province-scale
iron ore hub in south-east Gabon.
During 2023, a desktop analysis of the non-ferrous potential of Bitam was undertaken by RSC Mining & Mineral
Exploration, which identified multiple areas prospective for iron oxide copper-gold, orogenic gold, and
volcanogenic massive sulphide mineral systems as well as for rare earth elements and lithium mineralisation.
Based on this analysis, a large-scale stream sediment sampling program was initiated during the Year, with the
first phase completed before the start of the 2023 wet season.
Bitam represents a highly prospective, under explored region in Gabon, with further ground truthing and
reconnaissance work planned to be undertaken in the 2024 dry season (July-September).
Licence schedule
The Company’s interests in exploitation and exploration licences are summarised in Table 7.
Table 7: Genmin’s licences in Gabon
Type
Project
Licence Name
Area
(km2)
Registered
Holder1
Location
Exploitation
Baniaka
G2-5233
Baniaka
548.52 Reminac
Exploration
Baniaka
Extended
Bakoumba
Bitam
G2-537
Baniaka
272.8 Reminac
G2-572
Baniaka West
59.7 Reminac
G2-511
Bakoumba
1,029.0 Kimin Gabon S.A.
G7-535
Mafoungui
535.0 Reminac
G9-485
G9-590
Ntem
Bitam
1,463.0 Afrique Resources
1,156.0 Azingo Gabon S.A.
S.A.
Gabon
Gabon
Gabon
Gabon
Gabon
Gabon
Gabon
Genmin Interest
Start of
2023
End of
2023
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Notes:
1 All Registered Holders are 100% owned subsidiaries of Genmin.
2The Baniaka Exploitation Licence (G2-523) area was excised from the combined area of the Baniaka and Baniaka West Exploration
Licences.
3The Baniaka Exploitation Licence was granted on 29 December 2023.
2023 | Annual Report
13
Mineral Resources and Ore Reserves
Mineral Resources and Ore Reserves are reported effective 31 December 2023, and there has been no change to
the Mineral Resources and Ore Reserves during 2023.
Tonnage and quality information given in the Mineral Resource and Ore Reserve tables have been rounded.
Numeric totals and aggregate grades may differ if recalculated from rounded values.
Baniaka Mineral Resource statement, effective 31 December 2023
Class
Material
d
e
t
a
c
d
n
i
I
d
e
r
r
e
f
n
I
DID
Soft Oxide
Intact Oxide
Total
DID
Soft Oxide
Intact Oxide
Primary BIF
Total
Grand Total
Tonnes
%
(Mt)
67.1
100.6
61.5
229.2
5.8
15.9
19.3
488.6
529.6
758.7
Fe
47.4
43.1
37.0
42.8
41.8
43.7
36.7
33.5
34.0
36.7
SiO2
15.9
29.1
39.0
27.9
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
0.055
0.071
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
Baniaka Ore Reserve Statement, effective 31 December 2023
Classification Ore Type
Tonnes
(Mt)
45.5
2.1
53.2
Fe
48.2
35.9
46.2
46.9
SiO2
15.3
25.8
24.6
20.4
%
Al2O3
P
7.7
12.9
3.7
5.7
0.07
0.06
0.06
0.06
S
0.07
0.07
0.07
0.07
LOI1000
7.4
8.6
4.9
6.1
Total
100.9
DID
HYB
Soft Oxide
Probable
Notes:
• Estimate totals may vary reflecting the level of rounding accuracy applied.
• Mineral Resources are inclusive of Ore Reserves.
With reference to Listing Rule 5.21.5, summarised below are the Company’s governance practices and internal
controls in respect of its estimates of Mineral Resources and Ore Reserves, and the estimation process;
•
•
Engagement of independent, external consultants to prepare all Mineral Resource and Ore Reserve
estimates, ensuring compliance with relevant industry standards and the regulatory framework;
Peer reviews of independently prepared Mineral Resource and Ore Reserve estimates by other external
experts;
• Company oversight and approval of each externally prepared Mineral Resource and Ore Reserve estimate,
and each annual statement; and
• Alignment of data collection, validation and reporting with best industry practices and JORC Code public
reporting, and the use of industry standard estimation methods and software, including Vulcan, Whittle
and Minemax.
2023 | Annual Report
14
| Remuneration Report
Directors' Report
Confirmations
The information in this report that relates to Mineral Resource estimates, Ore Reserve estimates, production targets
and forecast financial information derived from production targets is extracted from the Company’s ASX
Announcement dated 16 November 2022 titled Positive Baniaka PFS (PFS Market Announcement), which is
available at www.genmingroup.com/investors/asx-announcements and in which Mr Richard Gaze and Mr Allan
Blair were the Competent Persons in respect of the Mineral Resource and Ore Reserve estimates respectively.
The Company confirms that it is not aware of any new information or data that materially affects the information
included in the PFS Market Announcement, and that all material assumptions and technical parameters
underpinning the Mineral Resource and Ore Reserve estimates in the PFS Market Announcement continue to apply
and have not materially changed, and that the form and context in which the Competent Persons findings are
presented have not been materially modified.
Material Risks
• Commodity price volatility: Commodity prices (including the price of iron ore, which is proposed to be
produced by the Company at Baniaka) fluctuate and are affected by many factors beyond the control of
the Company. These factors can affect the value of the Company’s assets and the supply and demand of
mineral ores, which may have an adverse effect on the viability of Baniaka and the Company’s share price.
• Baniaka project funding: The Company will require US$200-250 million in debt and/or equity funding to
develop Baniaka. The Company may experience delays in procuring funding through exposure to the
prevailing sentiment in financial markets, extended negotiations with counterparties and there is no
guarantee that the necessary funding will be able to be raised on acceptable terms. Consequently,
development of Baniaka may be delayed, adversely affecting the Company’s value and share price.
•
Transition to civilian government: Delays in holding elections scheduled for August 2025 in Gabon and
returning to an elected civilian government may lead to economic, political, social and other uncertainties
adversely impacting the funding of and timeline to develop Baniaka and subsequently to produce, export
and sell iron ore.
• Attracting and retaining key personnel: As the Company transitions to operations, it will need to employ
and retain appropriately motivated, skilled and experienced staff. Difficulties in attracting and retaining
such staff may have an adverse effect on the development and operation of Baniaka, and consequently
the performance of the Company.
• Community and social: Failure to adequately manage community and social expectations may lead to
local dissatisfaction, which in turn may lead to disruptions to the development timeline and of future
operations at Baniaka.
Financial results
For the Year, the Group made a loss of US$13.18 million (2022: US$8.02 million loss). The increase in loss is mainly
due to:
1. higher levels of pre-development expenditure at Baniaka;
2.
the accounting treatment of the royalty with Anglo American plc (Anglo American) resulted in a non-cash
interest expense of US$1.55 million (2022: US$0.76 million) (refer to Note 17 of the Notes to Consolidated
Financial Statements); and
3. higher levels of expenditure relating to increased levels of staffing in the first half of 2023, and new charges
relating to power reservation and interest costs.
2023 | Annual Report
15
The Group’s net asset value as at 31 December 2023 was US$24.7 million (2022: US$37.8 million). The decrease was
largely due to:
1. A decrease in cash at bank to US$0.086 million (2022: US$7.342 million);
2. An increase in trade and other payables to US$5.13 million (2022: US$3.61 million);
3. A new debt funding facility fully drawn to US$5.32 million at year end; and
4. A further increase of the financial liability to US$12.31 million (2022: US$10.76 million) due to interest accrued
on the US$10 million cash consideration received from Anglo American in 2022 (refer to Note 17 of the Notes
to Consolidated Financial Statements).
The Group’s financial statements including the accompanying notes for the Year can found between pages 33-
68.
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, 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 Operation and Financial Review.
Events Arising since the end of the Reporting Period
On 8 January 2024, a ceremony was held in Libreville at which the Mining Permit was formally presented to the
Company by the Minister of Mines. The Mining Permit is a Presidential Decree, signed by the transition President on,
and is dated 29 December 2023.
On 10 January 2024, 360,000 Rights lapsed, and on 20 February 2024, a further 500,000 Rights lapsed, because their
vesting conditions were not satisfied or became incapable of being satisfied.
On 7 February 2024, the Company announced a capital raising to raise up to AU$28.3 million comprising a two-
tranche placement (Placement) for approximately AU$13.2 million and a one for three, non-renounceable
entitlement offer (Entitlement Offer) to eligible shareholders to raise up to AU$15.1 million (together, the Capital
Raising). On 14 February 2024, Genmin issued 44,333,705 fully paid ordinary shares at AU$0.10 per share to raise
approximately AU$4.43 million (before costs) under Tranche 1 of the Placement. On 26 March 2024, Genmin issued:
• 87,874,748 fully paid ordinary shares at AU$0.10 per share to raise approximately AU$8.79 million (before
costs) under Tranche 2 of the Placement;
•
•
73,631,941 free attaching unlisted options (exercise price AU$0.20, expiring 31 March 2026) under the
Placement;
101,467,749 fully paid ordinary shares at AU$0.10 per share and 33,822,539 free attaching unlisted options
(exercise price AU$0.20, expiring 31 March 2026) pursuant to the Entitlement Offer to raise AU$10.15 million.
Tembo Capital, the largest shareholder of the Company, participated in the Entitlement Offer for an amount
of AU$8,274,275.20 and together with a cash payment of AU$26,105.41 equalled the outstanding loan
balances owing to it. The subscription amount payable by Tembo Capital was set off against amounts
owing by Genmin under the loans, resulting in Tembo Capital converting that portion of the loans to equity.
2023 | Annual Report
16
| Remuneration Report
Directors' Report
Therefore, no funds were raised in relation to the participation in the Entitlement Offer by Tembo Capital;
and
•
10,000,000 unlisted options (exercise price AU$0.20, expiring 31 March 2026) to the parties acting as joint
lead managers (JLMs) to the Capital Raising as partial consideration for acting as JLMs and bookrunners
in relation to the Placement and Entitlement Offer.
• All of the Directors participated in the Capital Raising and on 26 March 2024, the Shares and Options set
out in Table 8 were allocated to each of the Directors.
Table 8: Genmin Directors allocation of shares and options
under the Placement and Entitlement Offer
Director
Number of Shares
Number of Options
Michael Norman Arnett
Giuseppe Vince Ariti
John Russell Hodder
Salvatore Pietro Amico
Brian van Rooyen
500,000
1,020,000
16,500,000
886,350
536,398
166,666
340,000
5,500,000
295,450
178,799
19,442,748
6,480,915
In the week commencing 2 April 2024, Genmin’s shares are expected to be reinstated to trading on the official list
of ASX.
Other than the events stated above, there has not been any other matter or circumstance that has arisen after the
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.
Unissued Shares under Option and Performance Rights
Options
During the Year, there were no new options granted, and the following options were exercised:
Grant date
Expiry Date
Exercise Price
Exercise Date
31-Jul-18
31-Jan-23
US$0.150
31-Jan-23
During the Year, the following options expired unexercised:
Grant date
Expiry Date
Exercise Price
Exercise Date
31-Jul-18
31-Jan-23
US$0.150
31-Jan-23
Number of
Options
650,000
650,000
Number of
Options
604,479
604,479
2023 | Annual Report
17
Each option entitles the holder to acquire one fully paid ordinary share in Genmin. Unissued ordinary shares
under option as at 31 December 2023 were as follows:
Grant date
Expiry Date
Exercise Price
Number of Options
05-Aug-19
27-Aug-19
08-Mar-21
31-Jul-24
31-Jul-24
07-Mar-26
US$0.150
US$0.150
AU$0.442
250,000
280,000
5,000,000
5,530,000
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.
Rights
During the Year, the movements in Rights were as follows:
Grant Date
Expiry Date
As at
01.01.2023
Granted
during the
Year
23-Jun-20
22-Jun-24
720,000
27-May-21
26-May-25
2,800,000
17-Dec-21
16-Dec-24
2,000,000
26-May-22
25-May-25
3,215,000
04-Nov-22
01-Nov-25
1,000,000
9,735,000
-
-
-
-
-
-
Exercised-
equity
settled
during the
Year
-
Exercised-
cash
settled
during the
Year
Lapsed
during the
Year
Balance at
the Year
End
-
(360,000)
360,000
-
-
-
(750,000)
-
-
-
-
(750,000)
-
-
-
(1,000,000)
1,800,000
(625,000)
625,000
(2,291,250)
923,750
(500,000)
500,000
(4,776,250) 4,208,750
Detailed information in relation to the Rights can be found in Note 18.3 of the Notes to the Consolidated Financial
Statements.
Environmental Legislation
The Group and its activities on its exploration licences and exploitation licence are subject to various conditions,
which include environmental protection monitored and overseen by the Ministry of Mines, and Ministry of Water
and Forests, Responsible for the Preservation of the Environment, Climate and Human-Wildlife Conflict, in Gabon.
The Group adheres to these conditions and the Directors are not aware of any contraventions of these
requirements.
2023 | Annual Report
18
| Remuneration Report
Directors' Report
Other Information
Insurance of Officers
During the Year, Genmin paid a premium of AU$55,564 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.
Under the deeds, the Company must arrange and maintain Directors’ and Officers’ insurance during each Officer’s
period of office and for a period of seven years after an Officer ceases to hold office.
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 legal costs. The indemnity stipulates
that the Company will indemnify and hold the auditor and its personnel harmless from any loss arising out of claim
caused by the Company or any of its agents.
2023 | Annual Report
19
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 31 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
27 March 2024
2023 | Annual Report
20
Directors' Report | Remuneration Report
| Remuneration Report
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 9 sets out the Personnel identified as KMP during the Year.
Table 9: 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
Re-elected on 25 May 2023
Mr Brian van Rooyen
Non-Executive, Independent
Re-elected on 25 May 2023
Mr Salvatore Amico
Non-Executive, Independent
Mr John Hodder
Non-Executive, Non-Independent
Senior Executives - Executive Directors
Mr Giuseppe Ariti
Managing Director and CEO
Senior Executives - Other
Dr Karen Lloyd
Chief Strategy Officer
None
None
None
None
Mr Vishal Deeplaul
General Manager – Integrated Operations and
Services
Mr Zaiqian Zhang
Chief Financial Officer
Mrs Salina Michels
Chief Financial Officer
Appointed 1 January 2023,
agreement ended 27
October 2023
Agreement ended 13 April
2023
Appointed 1 May 2023,
agreement ended 31
December 2023
2023 | Annual Report
21
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.
Remuneration Policy
Non-Executive Director Remuneration
The overall level of annual Non-Executive Director fees is approved by shareholders in accordance with the
requirements of the Corporations Act. In setting the fees, the Board considers market rates, the circumstances of
the Company, and expected workloads of the Directors.
The Board decides on actual fees to be received by individual Directors within the quantum approved by
shareholders. The Non-Executive Director fees are currently set at US$60,000 inclusive of statutory superannuation
(if applicable) and the Chair’s fee at US$80,000 inclusive 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, Tembo Capital.
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.
The number of Rights pursuant to the Plan and the hurdles attached to the Rights to be issued to Directors are
determined based on factors such as the role of the Non-Executive Directors in the Company and their involvement
in achieving the objectives of the Company.
Senior Executive Remuneration
The objective of the Company's Senior Executive remuneration is to attract and retain the necessary executive skill
sets and experience to ensure reward for performance is market competitive and appropriate for the results
delivered. The executive remuneration is aligned with achievement of strategic and operational objectives and the
creation of value for shareholders.
Genmin aims to constantly review and align its remuneration with that of comparable organisations for roles at all
levels of the Company so that remuneration comprises both fixed remuneration and performance based (at-risk)
remuneration. The proportion of an employee’s total remuneration that is at-risk will increase with seniority and
with the individual’s ability to impact the performance of the Company.
2023 | Annual Report
22
Directors' Report | Remuneration Report
| Remuneration Report
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 employees may be entitled to performance-based remuneration,
which will be paid to reward superior (as opposed to satisfactory) performance.
Performance based remuneration is calculated against 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 (three to five
year) incentives.
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
The target remuneration mix for the Year is shown in Table 10.
Table 10: Target remuneration mix for the Year
Fixed Remuneration
At-Risk Remuneration
Annual Salary and benefits
50%
STI
0%
LTI
50%
2023 | Annual Report
23
Relationship between Remuneration Policy and Company Performance
During the Year, the Company did not grant any Rights to KMP subject to various vesting conditions linked to
delivering the Company’s one-to-three-year growth plan.
Details of KMP Rights issued in prior periods are listed in the section of the Remuneration Report, which discusses
share-based payments.
Table 11 shows key financial measures of Company performance over the past five years.
Table 11: Key financial measures from 2019 - 2023
2023
2022
2021
2020
2019
Revenue
US$000
10
6
35
70
1
Net Profit/(Loss) after tax
US$000
(13,179)
(8,016)
(3,993)
(2,812)
(1,080)
Basic earnings/(loss) per share
US Cents
(2.923)
(1.960)
(1.038)
(0.936)
(0.38)
Diluted earnings/(loss) per share
US Cents
(2.923)
(1.960)
(1.038)
(0.936)
(0.38)
Dividends paid per share
Share price (last day traded for the
Year)
US Cents
AU cents
-
18
-
13
-
15
-
-
The Company first
commenced trading on the
ASX on 10 March 2021
Remuneration for the Year
Table 12 sets out the remuneration information for the Non-Executive Directors and Senior Executives considered
to be KMP for the Year.
Table 12: Key Management Personnel remuneration for the Year
Name
Year
Cash
Salary
US$
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
Non-Executive Directors
Mr Michael
Arnett
2023
80,000
2022
80,000
Mr Brian van
2023
60,000
Rooyen
Mr Salvatore
Amico
Mr John
Hodder
2022
2023
2023
2022
2022
2023
2022
61,734
60,000
60,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Senior Executive - Managing Director and CEO
Mr Giuseppe
Ariti
2023
199,309
2022
208,412
-
-
16,042
6,179
14,567
7,538
21,426
21,362
-
-
-
-
-
-
-
-
-
-
80,000
80,000
60,000
61,734
60,000
60,000
-
-
242,956
251,879
N/A
N/A
N/A
N/A
N/A
N/A
-
-
N/A
N/A
2023 | Annual Report
24
Directors' Report | Remuneration Report
| Remuneration Report
Senior Executives - Other
Dr Karen
Lloyd5
Mr Zaiqian
Zhang6
Mrs Salina
Michels7
Mr Vishal
Deeplaul8
Total KMP
Remuneration
2023
98,132
2022
76,563
2023
2023
58,875
2022
152,835
2023
109,859
2022
-
2023
146,879
2022
2022
2023
-
813,054
2022
639,544
-
-
-
-
-
-
-
-
-
-
6,355
(90)
(614)
-
(13,894)
(1,120)
10,922
649
-
-
-
-
-
-
-
-
10,551
7,889
6,182
15,666
11,966
-
15,741
-
8,503
4,969
65,866
24,875
8,187
44,917
-
-
-
-
-
-
-
-
-
-
114,948
83,838
50,043
180,072
121,825
-
162,620
-
892,392
717,523
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Notes:
1Annual leave provision
2Long service leave provision
3Statutory superannuation
4Performance 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.
5Dr Lloyd was appointed on 14 February 2022 on a part-time basis (0.5 Full-Time Equivalent).
6Mr Zhang tenure completed 13 April 2023
7Mrs Michels appointed 1 May 2023, tenure completed 31 December 2023
8Mr Deeplaul appointed 1 January 2023, tenure completed 27 October 2023
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.
2023 | Annual Report
25
Rights
Table 13 outlines the Rights held by Directors that lapsed during the Year.
Table 13: Rights held by Directors that lapsed in 2023
Mr Giuseppe Ariti
Grant Date
No. of
Rights
Vesting Conditions
Lapse 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
26 May 2022
683,750
Execution of agreements to access rail and port infrastructure for
the Baniaka iron ore project by 31 December 2022
28 Mar 2023
28 Mar 2023
26 May 2022
683,750
Completion of debt and equity financing for the Baniaka iron ore
project by 30 June 2023
12 Jul 2023
Mr Michael Arnett
Grant Date
No. of
Rights
Vesting Conditions
Lapse Date
26 May 2022
400,000
Completion of debt and equity financing for the Baniaka iron ore
project by 30 June 2023
12 Jul 2023
Mr Brian van Rooyen
Grant Date
No. of
Rights
Vesting Conditions
Lapse Date
26 May 2022
300,000
Completion of a Feasibility Study for the Baniaka iron ore project
with a positive net present value by 31 December 2022
28 Mar 2023
26 May 2022
300,000
Completion of debt and equity financing for the Baniaka iron ore
project by 30 June 2023
12 Jul 2023
Mr Salvatore Amico
Grant Date
No. of
Rights
Vesting Conditions
Lapse Date
23 Jun 2020
360,000
Grant of a Mining Permit and entering into the Mining Convention
for the Baniaka iron ore project by 30 June 2023
26 May 2022
240,000
Execution of an agreement to access rail infrastructure for the
Baniaka iron ore project by 31 December 2022
12 Jul 2023
28 Mar 2023
2023 | Annual Report
26
Directors' Report | Remuneration Report
| Remuneration Report
Table 14 outlines the Rights held by other KMP that lapsed during the Year.
Table 14: Rights held by other KMP that lapsed in 2023
Dr Karen Lloyd
Grant Date
No. of
Rights
4 Nov 2022
250,000
Vesting Conditions
Lapse Date
Completion of debt and equity financing for the Baniaka iron
ore project by 30 June 2023
12 Jul 2023
4 Nov 2022
250,000
Increase of at least 25% in Company Exploration Targets by 30
June 2023
12 Jul 2023
Mr Zaiqian Zhang
Grant Date
No. of
Rights
Vesting Conditions
Lapse Date
17 Dec 2021
250,000
Completion of debt and equity financing for the Baniaka iron
ore project by 30 June 2023
21 Apr 2023
Table 15 outlines the vested Rights held by other KMP that were exercised during the Year.
Table 15: Rights held by other KMP that were exercised in 2023
Mr Zaiqian Zhang
Grant Date
No. of Rights
Vesting Date
Exercise Date
No of Shares
Issued
17 Dec 2021
250,000
17 Feb 2022
21 Apr 2023
250,000
17 Dec 2021
250,000
28 Jul 2022
21 Apr 2023
250,000
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 16.
Table 16: Interests of Directors and KMP in Rights during the Year
Balance at 1
January 2023
Granted
during the
Year
Exercised
Lapsed
Balance at
31 December
2023
Non-Executive Directors
Mr Michael Arnett
Mr Brian van Rooyen
Mr Salvatore Amico
1,600,000
1,200,000
1,200,000
-
-
-
-
-
-
(400,000)
1,200,000
(600,000)
(600,000)
600,000
600,000
2023 | Annual Report
27
Balance at 1
January 2023
Granted
during the
Year
Exercised
Lapsed
Balance at
31 December
2023
Mr John Hodder
Managing Director
-
Mr Giuseppe Ariti
2,735,000
Senior Executives
Dr Karen Lloyd
Mr Zaiqian Zhang
Total
Ordinary Shares
1,000,000
750,000
8,485,000
-
-
-
-
-
-
-
-
-
(2,051,250)
683,750
-
(500,000)
500,000
(500,000)
(250,000)
-
(500,000)
(4,401,250)
3,583,750
The interests of Directors and KMP in shares (held directly, indirectly, beneficially or by their related parties) for the
Year is shown in Table 17.
Table 17: Interests of Directors and KMP in Shares during the Year
Non-Executive Directors
Mr Michael Arnett
Mr Brian van Rooyen
Mr Salvatore Amico
Mr John Hodder
Managing Director
Mr Giuseppe Ariti
Senior Executives
Dr Karen Lloyd
Mr Zaiqian Zhang
Total
Balance at
1 January 2023
Acquired
during the
Year
Disposed
during the Year
Balance at
31 December
2023
735,294
-
-
-
19,163,211
-
-
-
-
-
-
-
-
500,000
19,898,505
500,000
-
-
-
-
-
-
-
-
735,294
-
-
-
19,163,211
-
500,000
20,398,505
2023 | Annual Report
28
Directors' Report | Remuneration Report
| Remuneration Report
Key Terms of Employment Contracts
Managing Director
Mr Giuseppe Ariti - Managing Director & Chief Executive Officer
Contract Duration
Notice Period for
Termination
Termination
Payment
Fixed Remuneration
At Risk
Remuneration
•
•
•
•
•
•
Senior Executives
Permanent
Three (3) months without cause.
Immediately for misconduct wilful neglect, fraud and serious breach of the
Company’s policies and procedures.
None. However, the Company may choose to pay in lieu of the Notice Period.
Base salary of AU$300,000 per annum plus statutory superannuation.
Eligible for participation in incentive plans. Refer to Note 18.3 of the Notes to
Consolidated Financial Statements for detail.
Dr Karen Lloyd - Chief Strategy Officer (appointed 14 February 2022)
Contract Duration
Notice Period for
Termination
Termination
Payment
•
•
•
•
Two (2) years starting from 14 February 2022.
Four (4) weeks.
Immediately for misconduct wilful neglect, fraud and serious breach of the
Company’s policies and procedures.
None. However, the Company may choose to pay in lieu of the Notice Period.
Fixed Remuneration
At Risk
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.
•
Eligible for participation in incentive plans. Refer to Note 18.3 of the Notes to
Consolidated Financial Statements for detail.
Mr Zaiqian Zhang - Chief Financial Officer
Contract Duration
Notice Period for
Termination
Termination
Payment
Fixed Remuneration
At Risk
Remuneration
•
•
•
•
•
•
Two (2) years starting from 14 April 2021.
Three (3) months without cause.
Immediately for misconduct wilful neglect, fraud and serious breach of the
Company’s policies and procedures.
None. However, the Company may choose to pay in lieu of the Notice Period.
Base salary of AU$220,000 per annum plus statutory superannuation.
Eligible for participation in incentive plans. Refer to Note 18.3 of the Notes to
Consolidated Financial Statements for detail.
2023 | Annual Report
29
Mrs Salina Michels - Chief Financial Officer
Contract Duration
Notice Period for
Termination
Termination
Payment
Fixed Remuneration
At Risk
Remuneration
•
•
•
•
•
•
Eight (8) months starting from 1 May 2023.
Four (4) weeks without cause.
Immediately for misconduct wilful neglect, fraud and serious breach of the
Company’s policies and procedures.
None. However, the Company may choose to pay in lieu of the Notice Period.
Base salary of AU$1,200 per day, plus AU$150 per hour for days where more than eight
(8) hours are worked (plus statutory superannuation).
Eligible for participation in incentive plans. Refer to Note 18.3 of the Notes to
Consolidated Financial Statements for detail.
Mr Vishal Deeplaul – General Manager – Integrated Operations and Services
Contract Duration
Notice Period for
Termination
Termination
Payment
Fixed Remuneration
At Risk
Remuneration
•
•
•
•
•
•
Two (2) years starting from 1 January 2023.
Four (4) weeks without cause.
Immediately for misconduct wilful neglect, fraud and serious breach of the
Company’s policies and procedures.
None. However, the Company may choose to pay in lieu of the Notice Period.
Base salary of AU$250,000 per annum plus statutory superannuation.
Eligible for participation in incentive plans. Refer to Note 18.3 of the Notes to
Consolidated Financial Statements for detail.
Shareholder’s Vote
At the AGM held on 25 May 2023, the Company did not receive any comments on, and there was less than 25% of
the vote (0.02%) 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
27 March 2024
2023 | Annual Report
30
Auditor's Independence Declaration
| Remuneration Report
2023 | Annual Report
31
Financial
Report
2023.
2023 | Annual Report
32
Financial Report | Consolidated Financial Statements
for the year ended 31 December 2023
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 December 2023
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
Note
2023
US$000
2022
US$000
3
4
5
6
8
10
10
(6,000)
(399)
-
(6,790)
(13,179)
-
(13,179)
6
6
(4,507)
(252)
(895)
(2,368)
(8,016)
-
(8,016)
Profit/(Loss) for the year
(13,179)
(8,016)
Profit/(Loss) attributable to:
Owners of Genmin Group Limited
Non-controlling interests
Basic Earnings per share
Diluted Earnings per share
(13,176)
(3)
(8,008)
(8)
20
20
(2.923) cent
(2.923) cent
(1.960) cent
(1.960) 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
(13,179)
(8,016)
Total Comprehensive income(loss) for the year
Owners of Genmin Group Limited
attributable to:
Non-controlling interests
(13,176)
(3)
(13,179)
(8,008)
(8)
(8,016)
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2023 | Annual Report
33
Consolidated Statement of Financial Position
As at 31 December 2023
Note
2023
US$000
2022
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
Loan Payable
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
17
14
18
18
86
88
17
567
758
96
1,440
44,785
395
92
46,808
7,342
284
30
591
8,247
91
1,523
41,941
395
283
44,233
47,566
52,480
5,130
99
5,324
10,553
12,311
2
12,313
3,615
207
-
3,822
10,756
87
10,843
22,866
14,665
24,700
37,815
67,178
(2,815)
(39,578)
24,785
66,990
(2,691)
(26,402)
37,897
(85)
(82)
24,700
37,815
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2023 | Annual Report
34
Financial Report | Consolidated Financial Statements
for the year ended 31 December 2023
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Share
Capital
Foreign
Currency
Translation
Reserve
Options
Reserve
Performance
Right Reserve
Acquisition of
NCI Reserve
Accumulated
Losses
Non-
Controlling
Interest
Total
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Balance as at 1 January 2022
61,824
(2,327)
872
264
(1,385)
(18,394)
Loss for the year
Other comprehensive income
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
· issue of ordinary shares
· cost of issue of ordinary shares
· foreign currency translation on options charged to
the income statement
· net movement of performance rights
Sub-total
-
-
-
5,493
(327)
-
-
5,166
-
-
-
-
-
-
-
-
Balance as at 31 December 2022
66,990
(2,327)
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity as owners:
· issue of ordinary shares
· cost of issue of ordinary shares
· foreign currency translation on options charged to
the income statement
· net movement of performance rights
Sub-total
-
-
-
188
-
-
-
188
-
-
-
-
-
-
-
-
-
-
-
-
-
(54)
-
(54)
818
-
-
-
-
-
-
-
-
Balance as at 31 December 2023
67,178
(2,327)
818
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
-
-
-
-
-
-
(61)
(61)
203
-
-
-
-
-
-
(124)
(124)
79
-
-
-
-
-
-
-
-
(8,008)
-
(8,008)
-
-
-
-
-
(1,385)
(26,402)
-
-
-
-
-
-
-
-
(13,176)
-
(13,176)
-
-
-
-
-
(74)
(8)
-
(8)
-
-
-
-
-
(82)
(3)
-
(3)
-
-
-
-
-
40,780
(8,016)
-
(8,016)
5,493
(327)
(54)
(61)
5,051
37,815
(13,179)
-
(13,179)
188
-
-
(124)
64
(1,385)
(39,578)
(85)
24,700
2023 | Annual Report
35
Consolidated Statement of Cash Flows
For the year ended 31 December 2023
Note
2023
US$000
2022
US$000
19
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
Proceeds from borrowings
Capital raising costs
Lease principal payments
Net cash provided by financing activities
Net change in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Effects of exchange rate changes on cash
Cash and cash equivalents at end of financial year
9
(9,341)
10
(9,331)
(125)
-
(2,655)
(2,780)
-
97
5,000
-
(206)
4,891
(7,220)
7,342
(36)
86
(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
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2023 | Annual Report
36
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2023
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
2023. 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.
As stated in the Group’s consolidated financial statements, the Group incurred a loss of US$13.2 million and had a
net cash outflow from operating and investing activities of US$9.3 million and US$2.8 million respectively offset with
a net cash inflow from financing activities of US$4.9 million 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.
2023 | Annual Report
37
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 the following factors:
•
By the end of 2023, Baniaka had been awarded a large-scale, 20-year mining permit and certificate of
environmental conformance (environmental approval), together de-risking and providing regulatory
approval for the Group to build and operate the project, and the Group is engaged with several potential
financing partners,
• On 26 March 2024, the Group completed an AU$23.4 million (before costs) fundraising comprising a
combination of a placement (AU$13.2 million) and an entitlement offer (AU$10.1 million), which provided
general working capital of AU$13.3 million after deducting broker commissions, fully repaying the Tembo
Loans (AU$8.3 million) and adjusting for a number of non-cash creditor and director conversions of debts
into equity in the fundraising, and
•
The Group and the directors have a history of successful capital raisings and securing alternative sources
of funding to continue with operations.
The Directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt
the going concern basis in the preparation of the Consolidated Financial Report.
Should the Consolidated Entity be unable to continue as a going concern it may be required to realise its assets
and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in
the financial statements. The financial statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or to the amount and classification of liabilities that might result
should the Company be unable to continue as a going concern and meet its debts as and when they fall due.
1.2. Foreign Currency Transactions
Presentation and Functional Currencies
The Group's consolidated financial statements are presented in United States Dollars (US$).
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.
2023 | Annual Report
38
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of
the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary
liability arising from the advance consideration. If there are multiple payments or receipts in advance, Genmin
determines the transaction date for each payment or receipt of advance consideration.
Consolidation
On consolidation, the assets and liabilities of foreign operations are translated into 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 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 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.
2023 | Annual Report
39
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 to five years
• Office furniture and fittings: four to five years
Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between
the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other
income or other expenses.
Useful lives of Depreciable Assets
Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility
of the assets to the Group. Actual results, however, may vary due to technical obsolescence, particularly relating
to software and IT equipment. The effect of any changes in estimates are accounted for on a prospective basis.
2023 | Annual Report
40
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
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 an
exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
a) the rights to tenure of the area of interest are current; and
b) at least one of the following conditions is also met:
(i) the exploration and evaluation expenditures are expected to be recouped through successful
development and exploitation of the area of interest, or alternatively, by its sale; or
(ii) exploration and evaluation activities in the area of interest have not at the balance date reached a
stage which permits a reasonable assessment of the existence or otherwise of economically
recoverable reserves, and active and significant operations in, or in relation to, the area of interest are
continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies,
exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and
amortisation of assets used in exploration and evaluation activities. General and administrative costs are only
included in the measurement of exploration and evaluation costs where they are related directly to operational
activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the
carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable
amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated
being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if
any).
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in
previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the
relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to
development.
1.9. 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$.
2023 | Annual Report
41
• 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 in the form of share-based payments
(e.g. Rights).
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, the transactions are
treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair
value of the unmodified award, provided the original vesting terms of the award are met. An additional expense,
measured as at the date of modification, is recognised for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by
the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately
through profit or loss.
Cash-Settled Transactions
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at
each reporting date up to and including the settlement date, with changes in fair value recognised in employee
benefits expense. The fair value is expensed over the period until the vesting date with recognition of a
corresponding liability. The approach used to account for vesting conditions when measuring equity-settled
transactions also applies to cash-settled transactions.
2023 | Annual Report
42
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
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.
1.13.
Impairment of Non-Financial Assets
At each reporting date, the Group reviews the carrying values of non-financial assets to determine whether there
is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the
asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying
value. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of profit or loss
and other comprehensive income.
1.14. 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).
2023 | Annual Report
43
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.
(i) Financial assets at fair value through profit and loss or through other comprehensive Income
Financial assets are classified at ‘fair value through profit or loss’ or ‘fair value through other comprehensive
Income’ when they are either held for trading 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 and 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
2023 | Annual Report
44
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
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.
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 2023.
Standards and Interpretations in Issue Not Yet Adopted
Genmin has reviewed the new and revised standards and interpretations in issue and not yet adopted for the year
ended 31 December 2023. 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 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 2025 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.
2023 | Annual Report
45
2.
Interests in Subsidiaries
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
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
3. Other Income
Interest received
Miscellaneous income
Total Other income
Ownership Interest
2023
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
88%
88%
2022
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
88%
88%
2023
US$000
2022
US$000
10
-
10
6
-
6
2023 | Annual Report
46
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
4. Corporate Expenses
Accounting, tax and audit fees
Consultancy fees
Travel and accommodation
Corporate governance
Director and employee expenses
Performance rights
Power supply guarantee
Legal fees
Interest expense
Interest expense on Tembo Capital Loans
Insurance
Occupancy expense
Recruitment expense
Other
Total Corporate expenses
5. Impairment
Note
2023
US$000
2022
US$000
232
744
168
249
2,801
(32)
602
148
15
174
120
68
5
706
6,000
255
682
288
146
2,368
(39)
-
189
21
-
108
67
48
374
4,507
During the prior year, the 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
application instead, 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.
6. Other Expenses
Foreign exchange loss/(gain)
Interest expense on Anglo American royalty payment
Financial cost/(income)
Project Support
Pre-Development
General and Administration
Exploration
Total Other expenses
2023
US$000
2022
US$000
113
1,555
63
1,859
1,391
1,757
52
6,790
397
756
23
268
792
129
3
2,368
2023 | Annual Report
47
7. Auditor's Remuneration
Audit services
HCWA
Delta Grant Thornton
GKM Audit & Conseil
Total audit services
Non-audit services
HCWA
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
2023
US$000
2022
US$000
55
45
12
112
-
45
18
63
175
61
62
15
138
-
33
20
53
191
2023
US$000
2022
US$000
112
63
175
138
53
191
35.9%
27.8%
2023 | Annual Report
48
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
8. Taxation
Reconciliation of income tax expense to prima facie tax payable
The prima facie tax payable on profit from ordinary activities before income tax is reconciled to the income tax
expense as follows:
Income tax expense comprises:
Current tax
Income tax expense
Numerical reconciliation of loss before tax to income tax
expense
Profit/(Loss) before tax
2023
US$000
2022
US$000
-
-
-
-
(13,179)
(8,016)
Income tax benefit calculated at 30% (31 December 2022: 30%)
(3,954)
(2,405)
Add/(Less)
Tax effect of:
Non-deductable expenses
Non-assessable income
Temporary differences not recognised
Tax loss not recognised
Other non-deductible items
Income tax expense
Deferred tax assets not recognised
Provisions for employee entitlements
RoU Assets & Lease Liabilities
Capital raising costs
Prepayments
Borrowing costs
Unrealised foreign exchange losses
Tax losses
Deferred tax liabilities not recognised
Prepaid expenses
Unrealised foreign exchange gains
Net deferred tax assets not recognised
2,653
-
(16)
1,317
-
-
96
2
29
-
18
25
4,223
4,393
(44)
-
(44)
4,349
1,223
-
(277)
1,459
-
-
70
3
37
-
-
73
2,914
3,097
(41)
-
(41)
3,056
Potential deferred tax assets attributable to tax losses have not been brought to account at 31 December 2023
because the Directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable
at this time. These benefits will only be obtained if:
a) The Company and the Group derive future assessable income of a nature and an amount sufficient to
enable the benefit from the deductions for the losses to be realised;
b) The Company and the Group continue to comply with the conditions for deductibility imposed by law; and
c) No changes in tax legislation adversely affect the ability of the Company and consolidated entity to realise
these benefits.
2023 | Annual Report
49
9. Cash Balance and Cash Equivalents
Cash and Cash Equivalent
United States Dollar (US$)
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
11. Property, Plant and Equipment
2023
US$000
7
46
31
2
86
2022
US$000
1,572
4,902
858
10
7,342
2023
US$000
2022
US$000
37
12
47
96
37
7
47
91
2023
US$000
2022
US$000
28
17
42
88
56
23
205
284
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 2021
Additions
Disposals
Depreciation Expense
FX translation
Balance at 31 December 2022
Additions
Disposals
Depreciation Expense
Transfers
Balance at 31 December 2023
342
1
(34)
(200)
586
695
2
-
(165)
15
547
15
-
-
(20)
209
204
13
-
(56)
28
189
-
545
-
-
-
545
32
-
-
-
577
107
767
-
-
(795)
79
91
-
-
(43)
127
464
1,313
(34)
(220)
-
1,523
138
-
(221)
-
1,440
2023 | Annual Report
50
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
12. Exploration and Evaluation Assets
Opening Balance
Capitalised expenditure during the year
Impairment
Closing Balance
13. Intangible Assets
Opening Balance
Changes during the year
Closing Balance
2023
US$000
41,941
2,844
-
44,785
2022
US$000
27,965
14,871
(895)
41,941
2023
US$000
2022
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:
• Current Cash Payment: AU$500,000 payable on completion and;
• Deferred Cash Payment: AU$500,000 payable within ten (10) business days after receipt of first payment
of the Mayoko Royalty.
As a result, Genmin classified the Mayoko Royalty as an Intangible Asset and booked it at cost of US$395,285
(AU$500,000).
For the year ended 31 December 2023, 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 2023 remains unchanged.
2023 | Annual Report
51
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
15. Trade and Other Payables
2023
US$000
2022
US$000
88
4
92
277
6
283
2023
US$000
2022
US$000
99
2
101
207
87
294
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
Employee wages, taxes & benefits payable
Total Trade and other payables
16. Loan Payable
Principal
Establishment fee
Accrued interest
Loan Payable
2023
US$000
2022
US$000
4,083
647
194
15
191
2,259
1,048
187
4
117
5,130
3,615
2023
US$000
2022
US$000
5,000
150
174
5,324
-
-
-
Genmin entered into an unsecured loan of US$2 million with its largest shareholder Tembo Capital in May 2023 for
general working capital purposes.
Interest on the loan will accrue at 10% per annum and will be capitalised quarterly, to the extent not paid in cash
on or prior to the end of each calendar quarter. Interest on overdue amounts will accrue at 12% per annum and
may be capitalised monthly.
2023 | Annual Report
52
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
The loan must be repaid in cash on or before 31 March 2024 or such later date agreed between the parties, or is
immediately repayable in full upon Genmin becoming entitled to draw down on any debt financing raised for
Baniaka.
In September 2023 Genmin entered into a second unsecured loan of US$3 million with Tembo Capital for general
working capital purposes to be drawn upon as required.
Interest on the loan will accrue at 10% per annum and will be capitalised quarterly, to the extent not paid in cash
on or prior to the end of each calendar quarter. Interest on overdue amounts will accrue at 12% per annum and
may be capitalised monthly.
The loan must be repaid in cash on or before 31 March 2024 or such later date agreed between the parties, or is
immediately repayable in full upon Genmin becoming entitled to draw down on any debt financing raised for
Baniaka.
The balance of both loans as at 31 December 2023 was US$5,324,093, including US$150,000 in establishment fees
and interest of US$174,093.
On 27 March 2024, the Tembo Capital Loans were fully repaid through the offset of the Tembo Capital subscription
under the Entitlement Offer and a small cash payment of US$17,140.81.
17. Royalty with Anglo American
Financial Liability
At the beginning of the reporting period
Cash consideration received during the year
Interest accrued during the year
At the end of the year
2023
US$000
10,756
-
1,555
12,311
2022
US$000
001
-
10,000
756
10,756
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 2025 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$1,554,924.
18. Issued Capital, Options, Rights and Reserves
18.1 Ordinary Shares on Issue
The share capital of Genmin consists of fully paid ordinary shares; the shares do not have a par value. All shares
are equally eligible to receive dividends and the repayment of capital.
2023 | Annual Report
53
Opening balance
Issue of shares
Issue of shares
Issue of Shares
Issue of shares-Capital Raise
Capital raise costs
Closing balance
Date
No of shares
Value (US$)
01-Jan-22
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
Issue of shares on exercise of Options
03-Feb-23
Issue shares on conversion of Performance Rights
21-Apr-23
Issue shares on conversion of Performance Rights
21-Jul-23
650,000
500,000
250,000
97,500
60,183
30,391
Closing balance
31-Dec-23
451,533,234
67,178,484
18.2 Options
Options are issued and give the holder the right, but not the obligation, to subscribe for one fully paid ordinary
share in the capital of the Company. These options are considered equity transactions, and no value is placed on
the early conversion or on the granting of additional options.
Options
At the beginning of the reporting period
6,784,479
12,708,882
2023
2022
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 2023
Grant Date
31-Jul-18
05-Aug-19
27-Aug-19
08-Mar-21
Expiry Date
Exercise Price
31-Jan-23
31-Jul-24
31-Jul-24
07-Mar-26
US$0.150
US$0.150
US$0.150
AU$0.442
-
(650,000)
(604,479)
5,530,000
-
(5,924,403)
-
6,784,479
Number of
Fair value on
Options
1,254,479
250,000
Issue Date
free attaching
free attaching
280,000
free attaching
5,000,000
6,784,479
US$871,613
There were no options granted or lapsed during the Year.
Options exercised during the Year
Grant date
Expiry Date
Exercise Price
Exercise Date
31-Jul-18
31-Jan-23
US$0.150
3-Feb-23
Number of
Fair value on
Options
650,000
650,000
Issue Date
free attaching
2023 | Annual Report
54
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
Options expired during the Year
Grant date
Expiry Date
Exercise Price
31-Jul-18
31-Jan-23
US$0.150
Number of
Options
Fair value on Issue
Date
604,479
604,479
free attaching
Options on issue as at 31 December 2023
Grant date
05-Aug-19
27-Aug-19
08-Mar-21
Expiry Date
31-Jul-24
31-Jul-24
07-Mar-26
Exercise Price
Number of Options
US$0.150
US$0.150
AU$0.442
250,000
280,000
5,000,000
5,530,000
18.3 Rights
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 assessment.
Rights expensed
Granted during the year
Exercised-cash settled
Lapsed
Probability Adjustments
FX Translation
Rights expensed
2023
US$000
2022
US$000
-
(14)
(18)
-
-
(32)
-
-
-
(39)
(21)
(60)
2023 | Annual Report
55
For the year ended 31 December 2023
KMP
Name
Rights
Granted
Vesting Conditions
Mr Giuseppe
683,750
Completion of a Feasibility Study for the Baniaka Iron Ore Project
Ariti
with a positive net present value by 31 December 2022
683,750
683,750
683,750
Execution of agreements to access rail and port infrastructure 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
Mr Salvatore
360,000 Grant of a Mining Permit and entering into the Mining Convention
Amico
for the Baniaka Iron Ore Project by 30 June 2023.
360,000
Assisting in achieving either: a project financing outcome once
Changes
during the
year
Lapsed
Lapsed
Lapsed
None
Lapsed
the Mining Permit is granted; or an exit at an amount in excess of
US$300 million for shareholders of the Company before 31
None
December 2023
240,000 Commencement of production at the Baniaka Iron Ore Project by
30 June 2024
Mr Michael
Arnett
240,000
400,000
Execution of an agreement to access rail infrastructure for the
Baniaka Iron Ore Project by 31 December 2022
The Company achieving a 30-day VWAP of 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)
Mr Brian van
Rooyen
300,000
The Company achieving a 30-day VWAP of at least $0.70 per
Share
300,000 Completion of a positive Bankable Feasibility Study for the Baniaka
Iron ore Project by 31 December 2022
300,000 Completion of debt and equity financing for the Baniaka Iron Ore
Project by 30 June 2023
300,000 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 value uplift (as determined by an
independent party)
None
Lapsed
None
Lapsed
None
None
None
Lapsed
Lapsed
None
Lapsed
Lapsed
None
None
2023 | Annual Report
56
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
Name
Mr Zaiqian
Zhang
Rights
Granted
250,000
Vesting Conditions
Selection and implementation of a fit-for-purpose Enterprise
Resource Planning (ERP) system by 31 March 2022.
250,000 Completion of debt and equity financing for the Baniaka iron ore
project by 30 June 2023.
250,000
Building further relationships and connections amongst Chinese
Changes
during the
year
Exercised
Lapsed
steel mills to position the Company's assets as African, products
identify potential sources of Chinese
as premium and
Exercised
development finance. Success measured by the signing of three
(3) Letters of Intent / MoUs for product sale, by 31 March 2022.
Non-KMP
Rights
Granted
Vesting Conditions
Changes
during Year
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.
Exercised
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 corporate office by 31
None
October 2021.
125,000
Expose and connect Genmin to potential retail and green focused institutional
shareholders through digital investor relations, and green repositioning by 31
December 2022.
Vested
125,000
Expose and connect Genmin to potential retail and green focused institutional
shareholders through digital investor relations, and green repositioning by 31
December 2022.
Lapsed
250,000
In conjunction with the CEO, develop, and then implement, ESG data collection
across the organisation, and reporting externally to shareholders, potential
None
shareholders and stakeholders.
2023 | Annual Report
57
Number of Rights
For the year ended 31 December 2023
Average
Exercise
Fair Value at
Grant date
Rights at the
start of the
Granted
during the
Exercised-equity
settled during the
Exercised-cash
settled during
Lapsed
during the
Balance at
Grant Date
Expiry Date
Price
23-Jun-20
22-Jun-24
27-May-21 26-May-25
27-May-21 26-May-25
17-Dec-21
16-Dec-24
26-May-22 25-May-25
04-Nov-22
01-Nov-25
Nil
Nil
Nil
Nil
Nil
Nil
For the year ended 31 December 2022
US$
0.62
0.15
0.22
0.21
0.15
0.28
year
720,000
700,000
2,100,000
2,000,000
3,215,000
1,000,000
9,735,000
year
year
the year
year
the Year End
-
-
-
-
-
-
-
-
-
-
(750,000)
-
-
(750,000)
-
-
-
-
-
-
-
(360,000)
-
360,000
700,000
(1,000,000)
1,100,000
(625,000)
(2,291,250)
(500,000)
625,000
923,750
500,000
(4,776,250)
4,208,750
Average
Fair Value at
Rights at the
Granted
Exercised-equity
Exercised-cash
Lapsed
Exercise
Price
Grant date
US$
start of the
year
during the
year
settled during the
year
settled during
the year
0.30
0.62
250,000
720,000
-
-
-
-
-
-
during the
year
(250,000)
Balance at
the Year End
-
-
720,000
0.15
700,000
-
-
-
-
700,000
0.62
0.22
0.21
0.15
0.28
480,000
2,100,000
3,750,000
-
-
-
-
3,215,000
1,000,000
8,000,000
4,215,000
-
-
-
2,100,000
(480,000)
-
-
-
-
-
-
-
-
-
(1,750,000)
2,000,000
-
-
3,215,000
1,000,000
(2,480,000)
9,735,000
Grant Date
Expiry Date
12-Sep-18
31-Dec-22
23-Jun-20
22-Jun-24
27-May-21 26-May-25
23-Jun-20
22-Jun-23
27-May-21 26-May-25
17-Dec-21
16-Dec-24
26-May-22 25-May-25
04-Nov-22
01-Nov-25
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2023 | Annual Report
58
Financial Report | Notes Consolidated Financial
Statements
for the year ended 31 December 2023
Value of the Rights Reserve
For the year ended 31 December 2023
Rights at the
Granted
Exercised-equity
Exercised-cash
Lapsed
Foreign
Balance at
Average
Exercise
Fair Value at
Grant date
start of the
year
Grant Date
Expiry Date
Price
27-May-21 26-May-25
17-Dec-21
16-Dec-24
Nil
Nil
US$
0.15
0.21
US$
60,661
142,904
203,565
during the
year
US$
-
-
-
settled during
the year
settled during
the year
during the
year
exchange
movement
US$
-
-
-
US$
-
(105)
(105)
US$
-
(18)
(18)
US$
-
(2)
(2)
the Year
End
US$
61
18
79
For the year ended 31 December 2022
Rights at the
Granted
Exercised-equity
Exercised-cash
Lapsed
Foreign
Balance at
Average
Exercise
Fair Value at
Grant date
start of the
year
Grant Date
Expiry Date
Price
27-May-21 26-May-25
17-Dec-21
16-Dec-24
Nil
Nil
US$
0.15
0.21
US$
66,952
197,154
264,106
during the
year
US$
-
-
-
settled during
the year
settled during
the year
during the
year
exchange
movement
the Year
End
US$
US$
US$
-
-
-
-
-
-
US$
-
US$
(6,291)
60,661
(39,431)
(14,819)
142,904
(39,431)
(21,110)
203,565
2023 | Annual Report
59
18.4 Reserves
Rights reserve
Foreign currency translation reserve
Acquisition of NCI Reserve
Options Reserve reserves
Balance as at year end
19. 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
Foreign currency (gain)/loss
Interest expense on Anglo American royalty payment
Interest expense on Tembo Capital Loans
Finance costs
Tembo establishment fee
Cash moved to Restricted Cash
Exploration costs expensed shown in Investing
Changes in operating assets and liabilities
Decrease/(increase) in receivables
Decrease/(increase) in inventory
Decrease/(increase) in prepayments
Increase/(decrease) in payables
Net cash flows used in operating activities
2023
US$000
2022
US$000
(79)
2,326
1,385
(817)
2,815
(203)
2,326
1,385
(817)
2,691
2023
US$000
2022
US$000
(13,179)
(8,016)
(32)
399
-
30
1,555
174
12
150
-
52
199
13
24
1,272
(9,331)
(39)
252
895
(855)
756
-
22
-
(91)
3
(42)
-
(68)
212
(6,971)
2023 | Annual Report
60
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
20. Earnings per Share
2023
US$000
2022
US$000
Earnings used in calculating earnings per share
Earnings attributable to ordinary shareholders of the parent
(13,176)
(8,008)
Weighted average number of shares
No. of shares
No. of shares
Ordinary shares used in calculating basic earnings per share
450,860,885
408,624,597
Earnings per share
Basic Earnings per share
(2.923) cent
(1.960) 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
2023
US$000
2022
US$000
821
5
66
-
-
892
664
8
45
-
717
21.2. Transactions with Controlling Shareholder
Refer to Note 16 in regard to the loan with Tembo Capital. There were no other transactions between the Group and
the controlling shareholder for the Year.
2023 | Annual Report
61
22. Commitments and Contingencies
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 12 months is around
US$0.14 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$207,580). Upon receiving a Collection
Notice, Genmin Congo will have three months to file an application to dispute the tax audit findings. At the time of
this report, Genmin Congo has not received the Collection Notice and intends to dispute the audit findings once it
receives the Collection Notice.
23. Financial Instrument Risk
The Group’s principal financial instrument is comprised of cash. The main purpose of this financial instrument is to
provide working capital for the Group and to fund its operations.
The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant
financial risks to which the Group is exposed are described below.
23.1. Liquidity Risk
The Group manages liquidity risk by monitoring cash levels on an ongoing basis against budget and forecast cash
flows. The Group’s operations require it to raise capital to fund its exploration programs.
23.2. Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the group. All material cash balances held at banks are held at internationally recognised institutions.
2023 | Annual Report
62
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
23.3. Interest Rate Risk
The Group has minimal interest rate risk arising from cash and cash equivalents held as funds are held in US$ 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.
2023 | Annual Report
63
25. Parent Entity Information
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
2023
US$000
2022
US$000
232
49,277
49,509
6,594
1
6,595
5,193
42,755
47,948
543
70
613
42,914
47,335
67,178
130
(24,394)
42,914
66,990
255
(19,910)
47,335
(4,484)
(3,897)
-
-
(4,484)
(3,897)
2023 | Annual Report
64
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
26. Segment Information
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 2023
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 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
Consolidated
Corporate
Gabon
Eliminations
Total
US$000
US$000
US$000
US$000
10
10
(4,352)
(119)
-
(1,654)
(6,115)
-
(6,115)
-
-
(1,648)
(280)
-
(5,136)
(7,064)
-
(7,064)
-
-
-
-
-
-
-
-
-
10
10
(6,000)
(399)
-
(6,790)
(13,179)
-
(13,179)
Consolidated
Corporate
Gabon
Eliminations
Total
US$000
US$000
US$000
US$000
6
6
(3,623)
(126)
-
(1,056)
(4,799)
-
(4,799)
-
-
(884)
(126)
(895)
(1,312)
(3,217)
-
(3,217)
-
-
-
-
-
-
-
-
6
6
(4,507)
(252)
(895)
(2,368)
(8,016)
-
(8,016)
2023 | Annual Report
65
As at 31 December 2023
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
Loan Payable
Current liabilities
Non-Current
Financial Liability
Lease Liabilities
Non-Current liabilities
Total liabilities
Net assets
56
50
-
164
270
85
84
122
395
71
757
30
38
17
403
488
11
1,356
44,663
-
21
46,051
1,027
46,539
1,237
77
5,324
6,638
12,311
2
12,313
3,893
22
-
3,915
-
-
-
18,951
3,915
(17,924)
42,624
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
86
88
17
567
758
96
1,440
44,785
395
92
46,808
47,566
5,130
99
5,324
10,553
12,311
2
12,313
22,866
24,700
2023 | Annual Report
66
Financial Report | Notes to the Consolidated Financial
for the year ended 31 December 2023
Statements
As at 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
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67
27. Events after the Reporting Period
On 8 January 2024, a ceremony was held in Libreville at which the Mining Permit was formally presented to the
Company by the Minister of Mines. The Mining Permit is a Presidential Decree, signed by the transition President on,
and is dated 29 December 2023.
On 10 January 2024, 360,000 Rights lapsed, and on 20 February 2024, a further 500,000 Rights lapsed, because their
vesting conditions were not satisfied or became incapable of being satisfied.
On 7 February 2024, the Company announced a capital raising to raise up to AU$28.3 million comprising a two-
tranche placement (Placement) for approximately AU$13.2 million and a one for three, non-renounceable
entitlement offer (Entitlement Offer) to eligible shareholders to raise up to AU$15.1 million (together, the Capital
Raising). On 14 February 2024, Genmin issued 44,333,705 fully paid ordinary shares at AU$0.10 per share to raise
approximately AU$4.43 million (before costs) under Tranche 1 of the Placement. On 26 March 2024, Genmin issued:
•
•
•
•
87,874,748 fully paid ordinary shares at AU$0.10 per share to raise approximately AU$8.79 million (before
costs) under Tranche 2 of the Placement;
73,631,941 free attaching unlisted options (exercise price AU$0.20, expiring 31 March 2026) under the
Placement;
101,467,749 fully paid ordinary shares at AU$0.10 per share and 33,822,539 free attaching unlisted options
(exercise price AU$0.20, expiring 31 March 2026) pursuant to the Entitlement Offer to raise AU$10.15 million.
Tembo Capital, the largest shareholder of the Company, participated in the Entitlement Offer for an
amount of AU$8,274,275.20 and together with a cash payment of AU$26,105.41 equalled the outstanding
loan balances owing to it. The subscription amount payable by Tembo Capital was set off against
amounts owing by Genmin under the loans, resulting in Tembo Capital converting that portion of the loans
to equity. Therefore, no funds were raised in relation to the participation in the Entitlement Offer by Tembo
Capital; and
10,000,000 unlisted options (exercise price AU$0.20, expiring 31 March 2026) to the parties acting as joint
lead managers (JLMs) to the Capital Raising as partial consideration for acting as JLMs and bookrunners
in relation to the Placement and Entitlement Offer.
• All of the Directors participated in the Capital Raising and on 26 March 2024, the Shares and Options set
out in the table below were allocated to each of the Directors.
Genmin Directors allocation of shares and options
under the Placement and Entitlement Offer
Director
Number of Shares
Number of Options
Michael Norman Arnett
Giuseppe Vince Ariti
John Russell Hodder
Salvatore Pietro Amico
Brian van Rooyen
500,000
1,020,000
166,666
340,000
16,500,000
5,500,000
886,350
536,398
295,450
178,799
19,442,748
6,480,915
In the week commencing 2 April 2024, Genmin’s shares are expected to be reinstated to trading on the official list
of ASX.
Other than the events stated above, there has not been any other matter or circumstance that has arisen after the
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.
2023 | Annual Report
68
Directors' Declaration
The Directors of the Group declare that:
1.
The consolidated financial statements and notes, as set out on pages 33-68, 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 2023 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 2023.
This declaration is made in accordance with a resolution of the Board of Directors.
Michael Arnett
Non-Executive Chairman
Perth, Western Australia
27 March 2024
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69
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70
Independent Auditor’s Report
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71
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72
Independent Auditor’s Report
2023 | Annual Report
73
2023 | Annual Report
74
ASX Additional Information
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 26 March 2024 is 685,229,436 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 26 March 2024
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
22
92
70
280
225
689
Units
2,037
301,680
562,756
12,060,407
672,302,556
% Units
0.00
0.04
0.08
1.76
98.11
685,229,436
100.00
Unquoted Equity Securities
Options
OPTIONS EXPIRING 31/07/2024 @USD$0.15 (ASX: GENAM)
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
2023 | Annual Report
Total holders
Units
% Units
0
0
0
0
1
1
0
0
0
0
280,000
280,000
0
0
0
0
100
100
75
Holders that have 20% or more
Rank
Name
1
SHANE RAYMOND VOLK + STEPHANIE VYATRI SITUMORANG
OPTIONS EXPIRING 31/07/2024 @USD$0.15 (ASX: GENAL)
Units
% Units
280,000
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
250,000
250,000
0
0
0
0
100
100
Holders that have 20% or more
Rank
Name
Units
% Units
1
FOSTER STOCKBROKING NOMINEES PTY LTD
250,000
100.00
OPTIONS EXPIRING 07/03/2026 @$0.442 (ASX: GENAN)
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
1
2
BELL POTTER NOMINEES LTD
FOSTER STOCKBROKING NOMINEES PTY LTD
Units
% Units
2,500,000
2,500,000
50.00
50.00
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76
ASX Additional Information
OPTIONS EXPIRING 31/03/2026 @$0.20 (ASX: GENAQ)
Range
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
Total holders
15
38
22
75
102
252
Units
5,631
89,862
172,493
3,279,426
113,907,068
117,454,480
% Units
0.00
0.08
0.15
2.79
96.98
100.00
Holders that have 20% or more
Rank
Name
Units
% Units
1
NDOVU CAPITAL I B V
27,580,917
23.48
Performance Rights
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
1
1
0
0
0
0
625,000
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
2023 | Annual Report
Total holders
Units
% Units
0
0
0
0
2
2
0
0
0
0
923,750
923,750
0
0
0
0
100
100
77
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
1,800,000
1,800,000
0
0
0
0
100
100
2. Unmarketable Parcels
On 26 March 2024, there were 61 holders of less than a marketable parcel of Genmin’s main class of
securities, based on the closing share price on 30 August 2023 (being the last traded price of the
Company’s shares on ASX prior to trading halt on 30 August 2023 and voluntary suspension on 1
September 2023), of AU$0.18.
3. Top 20 Shareholders of quoted equity securities
(ASX: GEN) as at 26 March 2024
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
18
NDOVU CAPITAL I B V
CITICORP NOMINEES PTY LIMITED
MR KENNETH JOSEPH HALL
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GIUSEPPE VINCE ARITI
PALM BEACH NOMINEES PTY LIMITED
HAPHISTH PTY LTD
CARJAY INVESTMENTS PTY LTD
BNP PARIBAS NOMS (NZ) LTD
E-TECH CAPITAL PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
SANDINI PTY LTD
KIM BISCHOFF
MR STEPHEN DISCO HEMPTON
BNP PARIBAS NOMS PTY LTD
YJC INVESTMENTS PTY LTD
JETOSEA PTY LTD
NORTH OF THE RIVER INVESTMENTS PTY LTD
FOSTER STOCKBROKING NOMINEES PTY LTD
20
BILGOLA NOMINEES PTY LIMITED
Units %Units
330,971,009
48.30
37,370,567
24,333,332
23,978,197
20,183,211
18,233,217
16,500,000
9,368,238
8,500,000
8,215,004
7,540,787
7,352,941
6,556,795
5,861,915
5,223,228
5,144,558
5,000,000
4,750,000
4,325,000
4,000,450
5.45
3.55
3.50
2.95
2.66
2.41
1.37
1.24
1.20
1.10
1.07
0.96
0.86
0.76
0.75
0.73
0.69
0.63
0.58
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
553,408,449
80.76
Total Remaining Holders Balance
131,820,987
19.24
2023 | Annual Report
78
ASX Additional Information
4. Equity Securities subject to escrow
There are no equity securities that are subject to mandatory or voluntary escrow as at 26 March 2024.
5. Substantial Shareholders
The names of substantial shareholders in the Company, and the number of equity securities to which
each substantial shareholder has a relevant intereset, as disclosed in substantial holding notes given to
the Company under the Corporations Act 2001 (Cth) are:
Rank
Name
1
2
TEMBO CAPITAL MINING FUND LP AND NDOVU CAPITAL I B.V.
(refer the substantial holding notice lodged with ASX on 16 February
2024
CRANPORT PTY LTD
(refer the substantial holding notice lodged with ASX on 22
December 2024)
Units
% Units
248,228,257
50.06
24,123,198
5.36
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