Annual
Report
2024.
Corporate Directory
DIRECTORS
Mr. Greg Lilleyman, Non-Executive Chair
Mr. Giuseppe Ariti, 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
REGISTERED OFFICE AND BUSINESS ADDRESS
London House, Suite 3, Level 8,
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 6000
T: +61 8 9323 2000
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
Contents
Chair’s Letter
2
Director’s Report
3
Auditor’s Independence Declaration
29
Consolidated Statement of Profit or Loss and Other Comprehensive Income
31
Consolidated Statement of Financial Position
32
Consolidated Statement of Changes in Equity
33
Consolidated Statement of Cash Flows
34
Notes to the Consolidated Financial Statements
35
Directors’ Declaration
69
Independent Auditor’s Report
70
Additional ASX Information
75
2024 | Annual Report
2
Chair's Letter
Dear fellow shareholders,
I am pleased to present my first Annual Report (for the year ending 31 December 2024) to you as your new Board
Chair. I look forward to steering our Company through the next exciting phase of our journey towards construction
and production at Baniaka.
Genmin was successful in navigating a challenging year and positioning our 100% owned Baniaka iron ore project
ready for development. Some notable highlights for the year include:
x
Reinstatement of our shares to trading on the ASX on 2 April 2024 after a seven-month suspension.
x
As flagged by your previous Board Chair during last year’s annual general meeting, a series of planned
Board and Executive leadership changes were executed, including appointment of a new Chief Executive
Officer and Chair in preparation for the transition from studies and approvals to funding, construction and
operation.
x
A significant Presidential site visit to Baniaka by Gabon’s Transitional President, His Excellence, Brice Clotaire
Oligui Nguema and his delegation in July 2024, where he noted strong support for our project and
encouraged development to occur as soon as possible.
x
Improved independent certification and rating of our environmental, social and governance credentials
by Digbee ESGTM to a BBB rating.
x
Good progress was made by the Transitional Government of Gabon to return to a democratically elected
government, with; a successful constitutional referendum held in November 2024; and an internationally
observed Presidential Election held on 12 April 2025. More than 70% of eligible voters took part in the
Presidential Election, with over 90% of the vote electing Brice Clotaire Oligui Nguema as President. The
National Assembly and Senate elections are scheduled to be held before August 2025.
These highlights, and many more, show the strong and steady progress made by your Company towards
commencing construction and then production.
The Board was very pleased to announce the signing of the Baniaka Mining Convention with the Gabon
Government on 20 March 2025. The Mining Convention lays out the fiscal and commercial agreements between
Genmin and the State of Gabon to provide an agreed and stable financial, tax, royalty and commercial agreement
for the entirety of our project.
With this significant milestone achieved, the Company’s full attention is to now finalise a funding solution to support
construction of Baniaka and deliver what will be Gabon’s first commercial scale iron ore mining operation, with first
production targeted in late 2026. I want to extend my thanks to our former Managing Director and Chief Executive
Officer, and now non-executive director, Mr. Joe Ariti for his tireless efforts to progress Baniaka, and also to Mr.
Michael Arnett (former Chair) and Mr Brian Van Rooyen (former non-executive director), for their service to the
Company. I also welcome Mr. Andrew Taplin as our incoming Chief Executive Officer, who has already hit the ground
running in preparation for an exciting year ahead for Genmin.
I also extend my thanks to our hardworking team in both Australia and Gabon for their significant contribution and
efforts for the Company throughout the year.
I look forward to updating you with progress on Baniaka throughout this pivotal year for Genmin.
Yours sincerely,
Greg Lilleyman
Non-Executive Chair
i
2024 | Annual Report
3
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 2024 (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
First
Appointed
Role Change
during the Year
Gregory Stephen Lilleyman
Non-Executive
Chair
11 July
2024
x
Transitioned from Non-Executive Director
to Non-Executive Board Chair, 23
December 2024
Giuseppe Vince Ariti
Non-Executive
Director
11 January
2010
x
Transitioned from Managing Director &
CEO to Non-Executive Director, 11 July
2024
John Russell Hodder
Non-Executive
Director
22 May
2014
-
Salvatore Pietro Amico
Non-Executive
Director
1 May 2019
-
Michael Norman Arnett
Non-Executive
Director
10 March
2021
x
Transitioned from Board Chair to Non-
Executive Director, 23 December 2024
x
Resigned 31 January 2025
Brian van Rooyen
Non-Executive
Director
10 March
2021
x
Resigned 11 July 2024
Current Directors and Officers
Mr. Greg Lilleyman (B. Eng, MAICD)
Non-Executive Chair
Mr. Lilleyman is a well-credentialed mining executive with over 30 years of extensive international experience in
large-scale project development and construction, operational and business leadership, joint venture
management, sales/marketing and technology deployment. He was formerly Chief Operating Officer at FMG, a 200
million tonnes per annum (Mtpa) iron ore producer, between 2017 and 2021.
From 1990 to 2016, Mr. Lilleyman worked for Rio Tinto including as a member of Rio Tinto’s Executive Committee and
as President of the Pilbara Operations, a 330Mtpa operation with a workforce of over 12,000. Mr. Lilleyman holds a
Bachelor of Engineering (Construction) from Curtin University, is a Vincent Fairfax Fellow in Ethical Leadership and
has completed the prestigious Wharton Business School’s Advanced Management Program.
2024 | Annual Report
4
Mr. Lilleyman resigned as a non-executive director of Global Lithium Resources (ASX: GL1) on 20 November 2024. He
is currently a director of the Breight Group, a privately owned mining services company, and acts as Board Advisor
to Caravel Minerals Limited (ASX: CVV).
Mr. Lilleyman was appointed Chair of the Remuneration & Nomination Committee effective 31 January 2025 and is
a member of the Audit & Risk Management Committee.
Mr. Giuseppe Vince Ariti (BSc, DipMinSc, MBA, MAusIMM)
Non-Executive Director
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 (JSE: EXX) (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 transitioned from the role of Managing Director and Chief Executive Officer to Non-Executive Director of the
Company on 11 July 2024. Mr. Ariti has had no other listed directorships in the previous three years.
Mr. Ariti was appointed a member of the Audit & Risk Management Committee on 31 January 2025.
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 (Receivers and Manager
Appointed) (Administrators Appointed) (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
2024 | Annual Report
5
Directors' Report
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 world’s largest producer
of high-grade manganese since 2020, 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 was appointed Chair of the
Audit & Risk Management Committee effective 31 January 2025.
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 24 years.
Mr. Michael Norman Arnett (LLB, BCom)
Non-Executive Director | Resigned from the Board effective 31 January 2025
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 Chairperson of ASX listed NRW Holdings Limited (ASX: NWH) (appointed as a Non-
Executive Director on 27 July 2007 and appointed Chairperson on 9 March 2016). Mr. Arnett has had no other listed
directorships in the previous three years.
Mr. Arnett resigned from the Board of Genmin on 31 January 2025. During his tenure as a director, and in addition
to his role as Board Chair, Mr. Arnett was Chair of the Remuneration & Nomination Committee and a member of
the Audit & Risk Management Committee.
Mr. Brian van Rooyen (BEng Mechanical, MBA)
Non-Executive Director | Resigned from the Board effective 11 July 2024
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. 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 Exxaro, Mr. van Rooyen had an extensive career with Kumba
Resources Limited (acquired by Anglo American plc and now Kumba Iron Ore Ltd), specialising in primary steel
production technology.
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.
Until his resignation as director of the Board on 11 July 2024, Mr. van Rooyen was Chair of the Audit & Risk
Management Committee and a member of the Remuneration & Nomination Committee.
2024 | Annual Report
6
Directors’ meetings & 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 2024
Director
Directors Meetings
ARMC1 Meetings
RNC2 Meetings
Number
eligible
to attend
Attended
Number
eligible
to attend
Attended
Number
eligible
to attend
Attended
Gregory Lilleyman3
3
3
1
1
1
1
Giuseppe Ariti
8
8
-
-
-
-
John Hodder
8
8
-
-
1
1
Salvatore Amico
8
7
3
2
-
-
Michael Arnett4
8
8
3
3
1
1
Brian van Rooyen5
5
5
2
2
-
-
Number of meetings
held
8
3
1
Notes:
1 Audit & Risk Management Committee
2 Remuneration & Nomination Committee
3 Commenced as a director, chair of the ARMC, and a member of the RNC on 11 July 2024. Appointed Board Chair on 23 December 2024
4 Ceased as Board Chair on 23 December 2024
5 Ceased as a director on 11 July 2024
Directors' interests & 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 2024 is
shown in Table 3.
Table 3: Directors Interests as at 31 December 2024
Director
Ordinary Shares
Options
Performance Rights
Direct
Indirect
Total
Direct
Indirect
Total
Direct
Indirect
Total
Greg Lilleyman
1,000,000
-
1,000,000
1,000,000
-
1,000,000
-
-
-
Giuseppe Ariti
20,523,211
-
20,523,211
-
-
-
-
-
-
John Hodder
-
17,000,000
17,000,000
-
5,000,000
5,000,000
-
-
-
Salvatore Amico
886,350
-
886,350
295,450
-
295,450
400,000
-
400,000
Michael Arnett1
-
1,401,960
1,401,960
-
-
-
1,200,000
-
1,200,000
Brian van Rooyen2
536,398
-
536,398
178,799
-
178,799
700,000
-
700,000
Total
22,945,561
18,401,960
41,347,919
1,474,249,
5,000,000
6,474,249
2,300,000
-
2,300,000
Notes:
1 Ceased as a director on 31 January 2025. The performance rights held by M Arnett as at 31 December 2024 lapsed on 18 February 2025
2 Ceased as a director on 11 July 2024
2024 | Annual Report
7
Directors' Report
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:
x
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;
x
protect and optimise Genmin’s performance and build sustainable value for shareholders in accordance
with a framework of prudent and effective controls that enable risk to be assessed and managed;
x
set, review and monitor compliance with Genmin’s culture, values and governance framework; and
x
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.
Directors
Table 4 sets out the appointment date, independence status and qualifications of each Director.
Table 4: Genmin Board of Directors appointments
Director
Type of
Director
First
Appointed
Qualification
Greg Lilleyman1
Independent Non-Executive
11 July 2024
BEng
Giuseppe Ariti2
Non-Executive
11 January 2010
BSc, DipMinSc, MBA
John Hodder
Non-Executive
22 May 2014
BSc, MSc, BCom
Salvatore Amico
Independent Non-Executive
1 May 2019
BEng AMP
Michael Arnett3
Independent Non-Executive
10 March 2021
LLB, BCom
Brian van Rooyen4
Independent Non-Executive
10 March 2021
BEng, MBA
Notes:
1 Mr. Lilleyman was appointed Board Chair on 23 December 2024
2 Mr. Ariti transitioned to Non-Executive on 11 July 2024
3 Mr. Arnett ceased as a Director on 31 January 2025
4 Mr. van Rooyen ceased as a Director on 11 July 2024
2024 | Annual Report
8
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
Membership up until
10 July 2024
Membership from
11 July 2024
Audit & Risk Management
Committee (ARMC)
Brian van Rooyen (Chair)1
Greg Lilleyman (Chair)1
Michael Arnett
Michael Arnett
Salvatore Amico
Salvatore Amico
Remuneration & Nomination
Committee (RNC)
Michael Arnett (Chair)
Michael Arnett (Chair)
Brian van Rooyen1
Greg Lilleyman
John Hodder
John Hodder
Notes:
1 Mr. van Rooyen ceased as a director on 11 July 2024
Corporate Governance Statement
The Directors of Genmin support and have, to the extent relevant and practical, adhered to the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (4th Edition). The Company’s
detailed
corporate
governance
statement
can
be
found
and
viewed
at
its
website
at
www.genmingroup.com/company/corporate-governance/.
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/.
x
Anti-Bribery and Corruption Policy
x
Audit and Risk Management Committee Charter
x
Board Charter
x
Board Performance Evaluation Policy
x
Code of Conduct
x
Code of Conduct for Directors
x
Communications Policy
x
Continuous Disclosure Policy
x
Diversity Policy
x
Donations and Community Investment Policy
x
External Auditor Policy
x
Privacy Policy
x
Remuneration and Nomination Committee Charter
x
Securities Dealing Policy
x
Social Responsibility Policy
x
Whistleblower Policy
2024 | Annual Report
9
Directors' Report
Operating & Financial Review
Overview
Genmin is an ESG (environmental, social and governance) certified, 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 Company’s flagship asset is the Baniaka iron ore project in south-east Gabon (Baniaka), where Genmin has
been granted all regulatory approvals to build and operate a mine.
Adjacent to Baniaka is the Company’s Bakoumba iron ore project (Bakoumba), which is an advanced exploration
project that offers regional upside to the Company. The Bitam polymetallic project (Bitam) in the north of Gabon
is an early exploration project prospective for iron, gold, copper and other future facing metals.
Figure 1: Location map of Genmin’s projects in Gabon
2024 | Annual Report
10
Baniaka and Bakoumba form a developing iron ore hub near Franceville, the capital of the Haut-Ogooué province
(Figure 1). Genmin maintains a significant presence in this area, controlling approximately 1,850km2 of land with
iron ore potential. This footprint includes 117km of interpreted iron mineralised strike, of which only 21% has been
tested with diamond drilling.
Year in Review
Following receipt of the large-scale, 20-year Mining Permit for Baniaka, in April 2024, Genmin recommenced trading
on the Australian Securities Exchange (ASX) on 2 April 2024 and successfully completed a strongly supported
A$23.4 million fundraising, which facilitated the full repayment of a maturing debt to Tembo Capital (Tembo), the
Company’s largest shareholder.
Gabon’s Transitional Government maintained stability in the country, with an inclusive national dialogue defining
a consensus pathway to reinstatement of an elected government. A peaceful referendum was held in Gabon in
November 2024, in the presence of international observers, which resulted in approval of a new Constitution and
Electoral Code, and the announcement of a Presidential election to be held on 12 April 2025. The April 2025 date is
some four months ahead of the originally targeted August 2025 date and highlights the commitment of the
Transitional Government to reinstate an elected government.
As foreshadowed at the Company’s 2024 annual general meeting, Genmin strategically executed several Board
and management changes throughout the Year, in preparation of its transition to operations.
Genmin founder and former Managing Director and Chief Executive Officer (CEO), Mr. Joe Ariti transitioned to non-
executive director and Mr Andrew Haslam held the position of Interim CEO overseeing the day-to-day operations
of the Company until Genmin finalised the recruitment of a new CEO. Mr Andrew Taplin was subsequently
appointed CEO and commenced with the Company on 17 March 2025.
Experienced iron ore executive Mr Greg Lilleyman joined the Board as a non-executive before being appointed
Chair later in the Year. Mr Brian van Rooyen retired from the Board, and former Chair, Mr Michael Arnett continued
to serve as non-executive director of the Company until his resignation from the Board on 31 January 2025.
The refreshed Board and management team is set to drive the completion of project financing to enable a final
investment decision, and commencement of project construction in 2025.
Genmin’s focus for 2024 was the negotiation of the mining convention between the Gabon Government and the
Company for Baniaka (Mining Convention), and in parallel, progressing several project build financing
opportunities.
The Mining Convention outlines the mutual obligations and commitments including legal, fiscal, financial,
economic, customs, social, environmental, and technical matters. Round table workshops held with Company
representatives and government administrations in Libreville progressed the working draft document to an
advanced stage, and the Mining Convention was finalised and signed on 20 March 2025.
Project build funding negotiations advanced with Genmin’s current potential Chinese offtake customers, along with
known trading companies, and build and finance EPCM groups, which opened a broader range of possible finance
solutions for the Company to develop Baniaka.
Gabon’s Transitional President and Head of State, Brice Clotaire Oligui Nguema (President Oligui Nguema), made
his inaugural visit to Baniaka together with the Minister of Mines and other senior government officials. The
Company also had the privilege of introducing one of its important potential Chinese offtake customers to
President Oligui Nguema in Beijing in September 2024 during the 9th Forum on China-Africa Cooperation.
The ongoing high-level interactions and direct engagement with President Oligui Nguema and senior cabinet
members cemented Baniaka’s major mining project status for Gabon.
Following submission of its second environmental, social and governance (ESG) disclosure to Digbee ESGTM
(Digbee) for assessment, Genmin was awarded an improved (re-rated) overall score of BBB for its corporate, and
project level environmental, activities at Baniaka (inaugural score of BB in 2023).
2024 | Annual Report
11
Directors' Report
Figure 2: Genmin’s overall ESG rating as of November 2024
The Company successfully completed a strongly supported A$10 million two tranche placement (Placement) in
October and December 2024 to institutional, sophisticated and professional investors to meet corporate and
operating costs and provide general working capital whilst the Company advanced discussions on project
financing for Baniaka.
The Placement also enabled Genmin to repay a new unsecured, arm’s length US$1 million loan facility (Loan
Facility) provided by Tembo to the Company. Tembo’s total subscription amount of A$1.45 million under tranche
2 of the Placement was set-off against the principal amount owing by Genmin, and the Company settled the Loan
Facility establishment fee and accrued interest in cash.
The Company has in place a 20-year, long-term commercial agreement for the supply of clean, renewable
hydroelectricity with Gabon’s State-owned power utility, Société de Patrimoine du Service Public de l’Eau Potable,
de l’Énergie Électrique et de l’Assainissement (SdP) and a 15-year, integrated rail, and port agreement with the
Owendo Mineral Port (OMP) (together, Long-Term Infrastructure Agreements). The Long-Term Infrastructure
Agreements were initially signed in February 2023 (refer to ASX announcements titled ‘Genmin signs long-term
power agreement for Baniaka’ dated 1 February 2023 and ‘Long-term, 15-year integrated rail and port agreement
signed’ dated 21 February 2023).
During the final quarter of the Year, the satisfaction dates for the condition precedents set out in the Long-Term
Infrastructure Agreements were amended to more closely align with the revised targeted development timeline
for Baniaka (refer to ASX announcement titled ‘Quarterly Activities Report’ dated 31 January 2025).
Genmin’s proposed iron ore products trademarked Baniaka Green®, which identifies the greener attributes of all
iron ore products sourced from Baniaka, continue to be well positioned in the Chinese market to support the green
steel transition due to their high iron grade and 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).
The Company’s four existing offtake Memoranda of Understanding (MoU) end dates were extended from 31
December 2024 to 31 December 2025, to align with Baniaka’s revised target date for the commencement of
commercial iron ore production, which is anticipated in late 2026. The MoU counterparties continue to express their
interest in Baniaka, and each respectively has agreed to use all reasonable endeavours to enter binding
agreements with Genmin on, or before, the end of 2025. The four MoU cover the potential total offtake of 19 million
tonnes of Baniaka Green® Fines, Lump and Pellet Feed iron ore products over initial terms of two or three years as
set out in Table 6.
2024 | Annual Report
12
Table 6: Non-binding offtake MoUs with Chinese counterparties
MoU Counterparty
Term
Mtpa
Total
(Mt)
Baowu Resources Co. Ltd
2 years
2.1
4.2
Jianlong Group
2 years
2.0
4.0
Hunan Iron & Steel
2 years
2.4
4.8
China Minmetals Corporation
3 years
2.0
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.
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.
Genmin’s exploration priority is Bitam, which comprises the highly prospective polymetallic Bitam (G9-590,
1,463km2) and Ntem (G9-485, 1,155.8km2) exploration licences covering a total area of 2,618.8km2.
During the Year, the results from the first phase of a large-scale stream sediment sampling program at Bitam were
collated and reviewed. This program was designed to determine the non-ferrous potential of Bitam based on the
independent prospectivity assessment completed in 2023. The reviewed data highlights two potential areas for
follow-up work and additional interpretation to refine the non-ferrous mineralisation and exploration models for
Bitam.
In addition to Bitam’s non-ferrous potential, the geological mapping, sampling and geophysical surveys previously
undertaken have indicated approximately 317km of iron mineralisation strike across the project area. The
development of the ferrous component at Bitam is a secondary priority for the Company.
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
Location4
Genmin Interest
Start of
2024
End of
2024
Start of
2024
End of
2024
Exploitation Baniaka
G2-523
Baniaka Iron
548.5
548.5 Reminac
SE Gabon
100%
100%
Exploration
Baniaka
Extended
G2-537
Baniaka
272.8
272.8 Reminac
SE Gabon
100%
100%
G2-572
Baniaka West3
59.7
0.0 Reminac
SE Gabon
100%
0%
Bakoumba
G2-511
Bakoumba
1,029.0
1,029.0 Kimin Gabon S.A.
SE Gabon
100%
100%
G7-535
Mafoungui2
535.0
0.0 Reminac
SE Gabon
100%
0%
Bitam
G9-485
Ntem
1,155.8
1,155.8 Afrique Resources S.A. NE Gabon
100%
100%
G9-590
Bitam
1,463.0
1,463.0 Azingo Gabon S.A.
NE Gabon
100%
100%
Total Area (km2)
5,063.8
4,469.1
Notes:
1All Registered Holders are 100% owned subsidiaries of Genmin.
2The Mafoungui exploration licence expired on 8 March 2024 and was not extended.
3The remainder of Baniaka West was relinquished after the granting of the Mining Permit.
4SE Gabon means south-east Gabon, and NW Gabon means north-west Gabon.
2024 | Annual Report
13
Directors' Report
Mineral Resources and Ore Reserves
Mineral Resources and Ore Reserves are reported effective 31 December 2024, and there has been no change to
the Mineral Resources and Ore Reserves during 2024.
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.
Table 8: Baniaka Mineral Resource statement, effective 31 December 2024
Class
Material
Tonnes
(Mt)
%
Fe
SiO2
Al2O3
P
S
LOI1000
Indicated
DID
67.1
47.4
15.9
8.0
0.072
0.076
7.5
Soft Oxide
100.6
43.1
29.1
3.9
0.058
0.054
4.5
Intact Oxide
61.5
37.0
39.0
3.2
0.059
0.052
3.1
Total
229.2
42.8
27.9
4.9
0.063
0.060
5.0
Inferred
DID
5.8
41.8
21.3
10.2
0.067
0.071
7.3
Soft Oxide
15.9
43.7
31.4
2.7
0.055
0.031
2.9
Intact Oxide
19.3
36.7
42.1
2.6
0.057
0.033
2.0
Primary BIF
488.6
33.5
44.5
2.3
0.058
0.084
1.2
Total
529.6
34.0
43.7
2.4
0.058
0.081
1.4
Grand Total
758.7
36.7
38.9
3.2
0.059
0.074
2.5
Notes:
x
Estimate totals may vary reflecting the level of rounding accuracy applied.
x
Mineral Resources are inclusive of Ore Reserves.
Table 9: Baniaka Ore Reserve Statement, effective 31 December 2024
Classification
Ore Type
Tonnes
(Mt)
%
Fe
SiO2
Al2O3
P
S
LOI1000
Probable
DID
45.5
48.2
15.3
7.7
0.07
0.07
7.4
HYB
2.1
35.9
25.8
12.9
0.06
0.07
8.6
Soft Oxide
53.2
46.2
24.6
3.7
0.06
0.07
4.9
Total
100.9
46.9
20.4
5.7
0.06
0.07
6.1
Notes:
x
Estimate totals may vary reflecting the level of rounding accuracy applied.
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;
x
Engagement of independent, external consultants to prepare all Mineral Resource and Ore Reserve
estimates, ensuring compliance with relevant industry standards and the regulatory framework;
x
Peer reviews of independently prepared Mineral Resource and Ore Reserve estimates by other external
experts;
x
Company oversight and approval of each externally prepared Mineral Resource and Ore Reserve estimate,
and each annual statement; and
x
Alignment of data collection, validation and reporting with best industry practices and JORC 2012 Code
public reporting, and the use of industry standard estimation methods and software, including Vulcan,
Whittle and Minemax.
2024 | Annual Report
14
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. The information is based on, and fairly
represents, information and supporting documentation prepared by the Competent Persons, Mr. Roger Stangler
and Mr. Allan Blair, in respect of the Mineral Resource and Ore Reserve estimates respectively.
The Competent Persons have reviewed Mineral Resource and Ore Reserve estimates and confirmed that there are
no material changes to the geological drilling database, Resource models, Reasonable Prospects for Eventual
Economic Extraction (RPEEE), and designs underpinning the Mineral Resources and Ore Reserves. The economic
viability has been confirmed by inspection of the RPEEE constraining the reportable Mineral Resource that supports
the Resource classification, and by assessing the economic viability of the Reserve base. This has been confirmed
by considering the impact of cost inflation (average +6.4% since November 2022) and benchmark CFR China 62%
price forecasts (average -2%) based upon an AME Mineral Economics Pty Ltd Q4 2024 fiscal year forecast.
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.
The Ore Resources statement in this report as a whole has been approved by Roger Stangler, who is an employee
of WSP Australia Pty Ltd (WSP). Roger Stangler is a Fellow of the Australasian Institute of Mining and Metallurgy
(AusIMM) and has sufficient experience which is relevant to the style of mineralisation and type of deposit under
consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012
Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Roger
Stangler has given his prior written consent to the inclusion in this report of the Mineral Resources statement in the
form and context in which it appears.
The Mineral Reserves statement in this report as a whole has been approved by Allan Blair, who is an employee of
WSP. Allan Blair is a Fellow of the AusIMM and has sufficient experience which is relevant to the style of mineralisation
and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent
Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves’. Allan Blair has given his prior written consent to the inclusion in this report of the Ore Reserves
statement in the form and context in which it appears.
Material Risks
x
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.
2024 | Annual Report
15
Directors' Report
x
Baniaka project funding: The Company will require US$250 million in debt and/or equity funding to
develop Baniaka. The Company may continue to 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 further delayed, adversely affecting the Company’s value and share
price.
x
Transition to civilian government in Gabon: Unrest related to holding, and the outcome of the Presidential
election scheduled for April 2025, 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.
x
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.
x
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$11.39 million (2023: US$13.18 million loss). The decrease in loss is mainly
due to:
1.
Lower 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$1.47 million (2023: US$1.55 million) (refer to Note 17 of the Notes to Consolidated
Financial Statements); and
3.
Lower levels of corporate expenditure relating to decreased levels of staffing in the first half of 2024.
The Group’s net asset value as at 31 December 2024 was US$33.7 million (2023: US$24.7 million). The increase was
largely due to:
1.
An increase in cash at bank to US$2.383 million (2023: US$0.086 million);
2.
A decrease in trade and other payables to US$2.25 million (2023: US$5.13 million);
3.
The extinguishment in full of a debt funding facility (FY2023: US$5.32 million); and
4.
A further increase of the financial liability to US$13.78 million (2023: US$12.31 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 30-
68.
Dividends paid or recommended
There were no dividends paid or declared during the Year.
2024 | Annual Report
16
Likely developments & expected results
The Group plans to continue its exploration, development, approval, permitting and project finance 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
Subsequent to the Year:
x
On 31 January 2025, Mr Michael Arnett resigned as a director of the Company;
x
On 17 March 2025, Mr Andrew Taplin commenced as CEO of the Company;
x
On 20 March 2025, the Baniaka Mining Convention was signed;
x
On 24 March 2025, 1,000,000 ordinary shares were issued to a consultant of the Company; and
x
On 26 March 2025, Genmin entered into an unsecured loan for AU$3 million with its largest shareholder
Tembo Capital (Tembo Loan) for general working capital purposes. Interest on the Tembo Loan accrues
at 10% per annum and will be capitalised quarterly. The Tembo Loan is required to be repaid on or before
31 December 2025 or such later date agreed between the parties, or immediately repayable in full upon
Genmin becoming entitled to draw down on any debt financing raised for Baniaka. On 26 March 2025,
Genmin drew down AU$2.5 million of the Tembo Loan.
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 & Performance Rights
Options
During the Year, the following options were issued:
Grant date
Expiry Date
Exercise Price
Number of
Options
26-Mar-24
31-Mar-26
AU$0.200
117,454,480
02-Dec-24
30-Apr-25
AU$0.075
210,000,000
327,454,480
2024 | Annual Report
17
Directors' Report
During the Year the following options were exercised:
Grant date
Expiry Date
Exercise Price
Exercise Date
Number of
Options
26-Mar-24
31-Mar-26
AU$0.200
26-Aug-24
1,006,666
1,006,666
During the Year, the following options expired unexercised:
Grant date
Expiry Date
Exercise Price
Number of
Options
05-Aug-19
31-Jul-24
US$0.150
250,000
27-Aug-19
31-Jul-24
US$0.150
280,000
530,000
Each option entitles the holder to acquire one fully paid ordinary share in Genmin. Unissued ordinary shares
under option as at 31 December 2024 were as follows:
Grant date
Expiry Date
Exercise Price
Number of Options
08-Mar-21
07-Mar-26
AU$0.442
5,000,000
26-Mar-24
31-Mar-26
AU$0.200
116,447,814
02-Dec-24
30-Apr-25
AU$0.075
210,000,000
331,447,814
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
01.01.2024
Granted
during the
Year
Exercised-
equity
settled
during the
Year
Exercised-
cash
settled
during the
Year
Lapsed during
the Year
Balance at
the Year End
23-Jun-20
22-Jun-24
360,000
-
-
-
(360,000)
-
27-May-21
26-May-25
1,800,000
-
-
-
(700,000)
1,100,000
17-Dec-21
16-Dec-24
625,000
-
(50,000)
(575,000)
-
-
26-May-22
25-May-25
923,750
-
-
-
(923,750)
-
04-Nov-22
01-Nov-25
500,000
-
-
-
(500,000)
-
16-Jul-24
30-May-26
-
2,800,000
-
-
(1,600,000)
1,200,000
4,208,750
2,800,000
(50,000)
(575,000)
(4,708,750)
2,300,000
Detailed information in relation to the Rights can be found in Note 18.3 of the Notes to the Consolidated Financial
Statements.
2024 | Annual Report
18
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
Environment and Climate in Gabon.
The Group adheres to these conditions and the Directors are not aware of any contraventions of these
requirements.
Other Information
Insurance of Officers
During the Year, Genmin paid a premium of AU$64,720 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 & 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 & 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 (Cth) (Corporations Act) 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.
2024 | Annual Report
19
Directors' Report
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.
Non-audit services
The Board of Directors note that the auditor, Hall Chadwick WA Audit Pty Ltd, provided non-audit services to the
Company for the Year in regard to tax advice and Investigating Accountant’s Report as stated in section 10 of the
Prospectus dated 7 February 2024.
The Directors have considered and are satisfied that the provision of non-audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act. Refer to Note 7 in the financial
statements for the payments made for non-audit services during the Year.
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act is set out
on page 29 and forms part of this Directors’ Report.
Signed in accordance with a resolution of the Board of Directors.
Greg Lilleyman
Non-Executive Chair
Perth, Western Australia
31 March 2025
2024 | Annual Report
20
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 and Regulation 2M.3.03 of the Corporations
Regulations 2001.
In accordance with s.250R(2) and (3) of the Corporations Act, 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, Key Management
Personnel (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 10 sets out the personnel identified as KMP during the Year.
Table 10: 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
Ceased as Chair on
23 December 2024
Mr. Brian van Rooyen
Non-Executive, Independent
Resigned on 11 July 2024
Mr. Salvatore Amico
Non-Executive, Independent
None
Mr. John Hodder
Non-Executive, Non-Independent
None
Mr. Greg Lilleyman
Non-Executive, Independent
Appointed on 11 July 2024,
commenced as Chair on
23 December 2024
Senior Executives - Executive Directors
Mr. Giuseppe Ariti
Managing Director and CEO
Transitioned to
Non-Executive Director on
11 July 2024
Senior Executives - Other
Dr Karen Lloyd
Chief Strategy Officer
Fixed tenure employment
agreement expired
13 February 2024
Mr. Andrew Haslam
Interim CEO
Appointed 11 July 2024, fixed
tenure engagement ended
23 December 2024
2024 | Annual Report
21
Directors' Report | Remuneration Report
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:
x
appropriate remuneration levels and policies including incentives for Directors and Senior Executives;
x
a remuneration framework, which enables the Company to attract, retain and motivate high quality Senior
Executives who create value for shareholders; and
x
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$120,000 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.
2024 | Annual Report
22
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.
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 11.
Table 11: Target remuneration mix for the Year
Fixed Remuneration
At-Risk Remuneration
Annual Salary and benefits
STI
LTI
50%
0%
50%
2024 | Annual Report
23
Directors' Report | Remuneration Report
Relationship between Remuneration Policy and Company Performance
During the Year, the Company granted 2,800,000 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 during the Year and in prior periods are listed in this section of the Remuneration Report,
which discusses share-based payments.
Table 12 shows key financial measures of Company performance over the past five years.
Table 12: Key financial measures from 2020 - 2024
2024
2023
2022
2021
2020
Revenue
US$000
22
10
6
35
70
Net Profit/(Loss) after tax
US$000
(11,388)
(13,179)
(8,016)
(3,993)
(2,812)
Basic earnings/(loss) per share
US Cents
(1.408)
(2.923)
(1.960)
(1.038)
(0.936)
Diluted earnings/(loss) per share
US Cents
(1.408)
(2.923)
(1.960)
(1.038)
(0.936)
Dividends paid per share
US Cents
-
-
-
-
-
Share price (last day traded for the
Year)
AU cents
3.9
18
13
15
The Company
first commenced
trading on the
ASX on 10 March
2021
Remuneration for the Year
Table 13 sets out the remuneration information for the Non-Executive Directors and Senior Executives considered
to be KMP for the Year.
Table 13: Key Management Personnel remuneration for the Year
Name
Year
Cash
Salary
US$
Cash
Bonus
US$
Extra
Exertion
Fees
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
2024
80,000
-
-
-
-
-
-
80,000
N/A
2023
80,000
-
-
-
-
-
-
80,000
N/A
Mr. Greg
Lilleyman5
2024
33,886
-
-
-
-
-
-
33,886
N/A
2023
-
-
-
-
-
-
-
-
N/A
Mr. Brian van
Rooyen6
2024
31,613
-
-
-
-
-
-
31,613
N/A
2023
60,000
-
-
-
-
-
-
60,000
N/A
Mr. Salvatore
Amico
2024
60,000
-
32,519
-
-
-
-
92,519
N/A
2023
60,000
-
-
-
-
-
-
60,000
N/A
Mr. John
Hodder
2024
-
-
-
-
-
-
-
-
-
2023
-
-
-
-
-
-
-
-
-
2024 | Annual Report
24
Name
Year
Cash
Salary
US$
Cash
Bonus
US$
Extra
Exertion
Fees
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
Senior Executive - Managing Director and CEO
Mr. Giuseppe
Ariti7
2024
163,475
-
19,975
9,880
(16,116)
16,580
-
193,794
N/A
2023
199,309
-
-
16,042
6,179
21,426
-
242,956
N/A
Senior Executives – Other
Dr Karen
Lloyd8
2024
14,402
-
-
(5,841)
-
1,584
-
10,145
N/A
2023
98,132
-
-
6,355
(90)
10,551
-
114,948
N/A
Mr. Andrew
Haslam9
2024
122,116
-
-
-
-
-
-
122,116
N/A
2023
-
-
-
-
-
-
-
-
N/A
Total KMP
Remuneration
2024
505,492
-
52,494
4,039
(16,116)
18,164
-
564,073
N/A
2023
497,441
-
-
22,397
6,089
31,977
-
557,904
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.
5Mr. Lilleyman was appointed on 11 July 2024.
6Mr. van Rooyen resigned on 11 July 2024.
7Mr. Ariti transitioned from Managing Director & CEO to Non-Executive Director on 11 July 2024.
8Dr. Lloyd’s fixed term employment agreement ended on 13 February 2024.
8Mr. Haslam was appointed interim CEO on 11 July 2024 and his fixed term tenure ended on 23 December 2024.
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.
2024 | Annual Report
25
Directors' Report | Remuneration Report
Rights
Table 14 outlines the Rights held by Directors that lapsed during the Year.
Table 14: Rights held by Directors that lapsed in 2024
Mr. Michael Arnett
Grant Date
No. of Rights
Vesting Conditions
Lapse Date
30 May 2024
400,000
Execution of agreements for financing the development of
the Baniaka iron ore project by 30 September 2024
28 Oct 2024
Mr. Brian van Rooyen
Grant Date
No. of Rights
Vesting Conditions
Lapse Date
30 May 2024
400,000
Execution of binding offtake agreements for at least 15 million
tonnes of iron ore products from the Baniaka iron ore project
by 30 September 2024
28 Oct 2024
Mr. Salvatore Amico
Grant Date
No. of Rights
Vesting Conditions
Lapse Date
30 May 2024
400,000
Execution of agreements for financing the development of
the Baniaka iron ore project by 30 September 2024
28 Oct 2024
30 May 2024
400,000
Execution of a mining convention (that is, fiscal stabilisation
agreement) for the Baniaka iron ore project by 30 September
2024
28 Oct 2024
Table 15 outlines the Rights held by other KMP that lapsed during the Year.
Table 15: Rights held by other KMP that lapsed in 2024
Dr Karen Lloyd
Grant Date
No. of
Rights
Vesting Conditions
Lapse Date
2 Nov 2022
250,000
Commencement of production at the Baniaka iron ore project
by 30 June 2024
20 Feb 2024
2 Nov 2022
250,000
Asset growth through the acquisition of key regional projects
resulting in a significant value uplift (as determined by an
independent party)
20 Feb 2024
2024 | Annual Report
26
Table 16 outlines the Rights issued to Directors during the Year
Table 16: Rights issued to Directors in 2024
Mr. Michael Arnett
Grant Date
No. of Rights
Vesting Conditions
Expiry Date
30 May 2024
400,000
Execution of agreements for financing the development of
the Baniaka iron ore project by 30 September 2024
30 May
2026
30 May 2024
400,000
Commencement of production at the Baniaka iron ore
project by 30 September 2025
30 May
2026
Mr. Brian van Rooyen
Grant Date
No. of Rights
Vesting Conditions
Expiry Date
30 May 2024
400,000
Commencement of production at the Baniaka iron ore
project by 30 September 2025
30 May
2026
30 May 2024
400,000
Execution of binding offtake agreements for at least 15 million
tonnes of iron ore products from the Baniaka iron ore project
by 30 September 2024
30 May
2026
Mr. Salvatore Amico
Grant Date
No. of Rights
Vesting Conditions
Expiry Date
30 May 2024
400,000
Commencement of production at the Baniaka iron ore
project by 30 September 2025
30 May
2026
30 May 2024
400,000
Execution of agreements for financing the development of
the Baniaka iron ore project by 30 September 2024
30 May
2026
30 May 2024
400,000
Execution of a mining convention (that is, fiscal stabilisation
agreement) for the Baniaka iron ore project by 30 September
2024
30 May
2026
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 17.
Table 17: Interests of Directors and KMP in Rights during the Year
Balance at 1
January 2024
Granted
during the
Year
Exercised
Lapsed
Balance at
31 December
2024
Non-Executive Directors
Mr. Michael Arnett
1,200,000
800,000
-
(800,000)
1,200,000
Mr. Greg Lilleyman
-
-
-
-
-
2024 | Annual Report
27
Directors' Report | Remuneration Report
Balance at 1
January 2024
Granted
during the
Year
Exercised
Lapsed
Balance at
31 December
2024
Mr. Brian van Rooyen
600,000
800,000
-
(700,000)
700,000
Mr. Salvatore Amico
240,000
1,200,000
-
(1,040,000)
400,000
Mr. John Hodder
-
-
-
-
-
Managing Director
Mr. Giuseppe Ariti
683,750
-
-
(683,750)
-
Senior Executives
Dr Karen Lloyd
500,000
-
-
(500,000)
-
Mr Andrew Haslam
-
-
-
-
-
Total
3,223,750
2,800,000
-
(3,723,750)
2,300,000
Ordinary Shares
The interests of Directors and KMP in shares (held directly, indirectly, beneficially or by their related parties) for the
Year is shown in Table 18.
Table 18: Interests of Directors and KMP in Shares during the Year
Balance at
1 January 2024
Acquired
during the
Year
Disposed
during the Year
Balance at
31 December
2024
Non-Executive Directors
Mr. Michael Arnett
735,294
666,666
-
1,401,960
Mr. Greg Lilleyman
-
1,000,000
-
1,000,000
Mr. Brian van Rooyen1
-
536,398
-
536,398
Mr. Salvatore Amico
-
886,350
-
886,350
Mr. John Hodder
-
17,000,000
-
17,000,000
Managing Director
Mr. Giuseppe Ariti
19,163,211
1,360,000
-
20,523,211
Senior Executives
Dr Karen Lloyd
-
-
-
-
Mr Andrew Haslam
-
-
-
-
Total
19,898,505
21,447,414
-
41,347,919
Notes:
1Mr van Rooyen ceased to be a director on 11 July 2024.
2024 | Annual Report
28
Shareholder’s Vote
At the AGM held on 30 May 2024, the Company did not receive any comments on, and there was less than 25% of
the vote (0.08%) 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.
Greg Lilleyman
Non-Executive Chair
Perth, Western Australia
31 March 2025
2024 | Annual Report
29
Auditor's Independence Declaration
2024 | Annual Report
30
Financial
Report
2024.
30
2024 | Annual Report
31
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 December 2024
Note
2024
2023
US$000
US$000
Continuing operations
Other income
3
22
10
Total Other income
22
10
Corporate expenses
4
(5,074)
(6,000)
Depreciation expense
(343)
(399)
Impairment
5
(286)
-
Other expenses
6
(5,707)
(6,790)
Loss before income tax
(11,388)
(13,179)
Income Tax Expense
8
-
-
Loss after income tax
(11,388)
(13,179)
Loss for the year
(11,388)
(13,179)
Profit/(Loss) attributable to:
Owners of Genmin Group Limited
(11,383)
(13,176)
Non-controlling interests
(5)
(3)
Basic Earnings per share
20
(1.68) cent
(2.923) cent
Diluted Earnings per share
20
(1.68) cent
(2.923) cent
Other comprehensive income
Items that may be reclassified subsequently to profit or
· exchange differences on translating controlled entities
-
-
Other comprehensive income, net of income tax
-
-
Total comprehensive income/(loss) for the year
(11,388)
(13,179)
Total Comprehensive income(loss) for the year
Owners of Genmin Group Limited
(11,383)
(13,176)
Non-controlling interests
(5)
(3)
(11,388)
(13,179)
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2024 | Annual Report
32
Financial Report | Consolidated Financial Statements
| Consolidated Financial Statements
for the year ended 31 December 2024
Consolidated Statement of Financial Position
As at 31 December 2024
Note
2024
2023
US$000
US$000
Assets
Current
Cash and cash equivalents
9
2,383
86
Trade and other receivables
10
89
88
Inventory
29
17
Prepayments
365
567
Total current assets
2,866
758
Non-current
Restricted cash
9
125
96
Property, plant and equipment
11
1,278
1,440
Exploration and evaluation assets
12
45,030
44,785
Intangible Assets
13
395
395
Right of Use Asset
14
230
92
Total non-current assets
47,058
46,808
Total assets
49,924
47,566
Liabilities
Current
Trade and other payables
15
2,246
5,130
Lease Liabilities
14
129
99
Loan Payable
16
-
5,324
Current liabilities
2,375
10,553
Non-Current
Financial Liability
17
13,782
12,311
Lease Liabilities
14
102
2
Non-Current liabilities
13,884
12,313
Total liabilities
16,259
22,866
Net assets
33,665
24,700
Equity
Share capital
18
87,524
67,178
Reserves
18
(2,807)
(2,815)
Accumulated losses
(50,963)
(39,578)
Equity attributable to owners of the Company
33,754
24,785
Non-controlling interest
(89)
(85)
Total equity
33,665
24,700
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2024 | Annual Report
33
Financial Report | Consolidated Financial Statements
| Consolidated Financial Statements
for the year ended 31 December 2024
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
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 2023
66,990
(2,327)
818
203
(1,385)
(26,402)
(82)
24,700
Loss for the year
-
-
-
-
-
(13,176)
(3)
(13,179)
Other comprehensive income
-
-
-
-
-
-
-
-
Total comprehensive loss for the year
-
-
-
-
-
(13,176)
(3)
(13,179)
Transactions with owners in their capacity as owners:
· issue of ordinary shares
188
-
-
-
-
-
-
188
· cost of issue of ordinary shares
-
-
-
-
-
-
-
-
·
foreign currency translation on options charged to
the income statement
-
-
-
-
-
-
-
-
· net movement of performance rights
-
-
-
(124)
-
-
-
(124)
Sub-total
188
-
-
(124)
-
-
-
64
Balance as at 31 December 2023
67,178
(2,327)
818
79
(1,385)
(39,578)
(85)
24,700
Balance as at 1 January 2024
67,178
(2,327)
818
79
(1,385)
(39,578)
(85)
24,700
Loss for the year
-
-
-
-
-
(11,383)
(4)
(11,388)
Other comprehensive income
-
-
-
-
-
-
-
-
Total comprehensive income for the year
-
-
-
-
-
(11,383)
(4)
(11,388)
Transactions with owners in their capacity as owners:
· issue of ordinary shares
21,743
-
-
-
-
-
-
21,743
· cost of issue of ordinary shares
(1,397)
-
108
-
-
-
-
(1,289)
·
foreign currency translation on options charged to
the income statement
-
-
(77)
-
-
-
-
(77)
· net movement of performance rights
-
-
-
(24)
-
-
-
(24)
Sub-total
20,346
-
31
(24)
-
-
-
20,353
Balance as at 31 December 2024
87,524
(2,327)
849
55
(1,385)
(50,961)
(89)
33,665
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2024 | Annual Report
34
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Note
2024
2023
US$000
US$000
Cash flows from operating activities
Payments to suppliers and employees
(10,194)
(9,341)
Interest received
22
10
Net cash used in operating activities
19
(10,172)
(9,331)
Cash flows from investing activities
Purchase of property, plant and equipment
-
(125)
Proceeds from Anglo American
-
-
Payments for exploration and evaluation
(2,237)
(2,655)
Net cash used in investing activities
(2,237)
(2,780)
Cash flows from financing activities
Proceeds from issue of shares
16,284
-
Proceeds from exercise of options
135
97
Proceeds from borrowings
-
5,000
Repayment of borrowings
(53)
-
Capital raising costs
(1,495)
-
Lease principal payments
(152)
(206)
Net cash provided by financing activities
14,719
4,891
Net change in cash and cash equivalents held
(2,310)
(7,220)
Cash and cash equivalents at beginning of financial year
86
7,342
Effects of exchange rate changes on cash
(13)
(36)
Cash and cash equivalents at end of financial year
9
2,383
86
This statement should be read in conjunction with the Notes to the Consolidated Financial Statements.
2024 | Annual Report
35
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
Notes to the Consolidated Financial Statementst
for the year ended 31 December 2024
1.
Statement of Material Accounting Policies
The Directors’ have prepared the general-purpose consolidated financial statements of the Group in accordance
with the requirements of the Corporations Act, 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 consolidated 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
2024. 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 consolidated 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$11.4 million (2023:
US$13.2 million) and had a net cash outflow from operating and investing activities of US$10.2 million (2023: US$9.3
million) and US$2.2 million (2023: US$2.8 million) respectively offset with a net cash inflow from financing activities
of US$14.7 million (2023: US$4.9 million) for the Year.
These financial metrics indicate a material 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.
2024 | Annual Report
36
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:
x
On 20 March 2025, Genmin signed the Baniaka Mining Convention with the State of Gabon, an essential
document to secure project financing.
x
Discussions with various parties are ongoing regarding capital raising and project financing opportunities.
x
On 26 March 2025, Genmin entered into an unsecured loan for A$3 million with its largest shareholder,
Tembo Capital, and drew down A$2.5 million of the loan (refer Events arising since the end of the reporting
period, on page 67 for details of the Tembo Loan)
x
The Group and the Directors have a history of successful capital raisings and securing alternative sources
of funding to continue with operations.
The Directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt
the going concern basis in the preparation of the Consolidated Financial Report.
Should the Consolidated Entity be unable to continue as a going concern it may be required to realise its assets
and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in
the financial statements. The financial statements do not include any adjustments relating to the recoverability
and classification of asset carrying amounts or to the amount and classification of liabilities that might result
should the Company be unable to continue as a going concern and meet its debts as and when they fall due.
1.2.
Foreign Currency Transactions
Presentation and Functional Currencies
The Group's consolidated financial statements are presented in United States Dollars (US$).
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.
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
2024 | Annual Report
37
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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.
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.
2024 | Annual Report
38
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.
Restricted cash is shown as non-current assets on the statement of financial position.
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:
x
Plant and equipment: three to five years
x
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.
2024 | Annual Report
39
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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.
x
Foreign currency translation reserve – comprises foreign currency translation differences arising on the
translation of financial statements of the Group’s foreign entities into US$.
2024 | Annual Report
40
x
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.
x
Options reserve – comprises the number of options issued in lieu of payment of costs incurred.
x
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.
2024 | Annual Report
41
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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).
2024 | Annual Report
42
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
2024 | Annual Report
43
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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 2024.
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 2024. 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 2026 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.
2024 | Annual Report
44
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
Country of
Incorporation
Ownership Interest
2024
2023
Genmin Capital Pty Ltd
Australia
100%
100%
Genmin Metals Pty Ltd
Australia
100%
100%
Genmin Energy Pty Ltd
Australia
100%
100%
Genmin Manganese Pty Ltd
Australia
100%
100%
Afrika West Resources Pty Ltd
Australia
100%
100%
Genmin (Bermuda) Limited
Bermuda
100%
100%
Genmin Holdings Bermuda Limited
Bermuda
100%
100%
Gabon Iron Ore Limited
Bermuda
100%
100%
Kbak Limited
Seychelles
100%
100%
Westmin Holdings Limited
Seychelles
100%
100%
Central African Resources Limited
Mauritius
100%
100%
Lebaye Minerals Limited
Mauritius
100%
100%
Potamon Limited
Isle of Man
100%
100%
Reminac SA
Gabon
100%
100%
Minconsol SA
Gabon
100%
100%
Azingo Gabon SA
Gabon
100%
100%
Afrique Resources SA
Gabon
100%
100%
Kimin Gabon SA
Gabon
100%
100%
Niari Holdings Limited
Seychelles
88%
88%
Genmin Congo SA
Republic of Congo
88%
88%
3. Other Income
2024
2023
US$000
US$000
Interest received
22
10
Miscellaneous income
-
-
Total Other income
22
10
2024 | Annual Report
45
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
4.
Corporate Expenses
Note
2024
2023
US$000
US$000
Accounting, tax and audit fees
383
232
Consultancy fees
813
744
Travel and accommodation
13
168
Corporate governance
319
249
Director and employee expenses
1,906
2,801
Performance rights
-
(32)
Power supply guarantee
602
602
Legal fees
406
148
Interest expense
47
15
Interest expense on Tembo Capital Loans
126
174
Insurance
132
120
Occupancy expense
148
68
Recruitment expense
75
5
Other
104
706
Total Corporate expenses
5,074
6,000
5.
Impairment
The Mafoungui exploration licence (G7-535) (Mafoungui) held by Reminac (a wholly owned subsidiary of Genmin),
expired in April 2024. No application to extend the exploration licence was made, and it was surrendered on expiry.
The carrying amount of Mafoungui, US$19,551, was subsequently impaired.
A supplier prepayment of US$266,779 held by Reminac (a wholly owned subsidiary of Genmin) was recognised as
unrecoverable during the period. The carrying amount of US$266,779 was subsequently impaired.
6.
Other Expenses
2024
2023
US$000
US$000
Foreign exchange loss
104
113
Interest expense on Anglo American royalty payment
1,471
1,555
Financial cost
17
63
Project Support
741
1,859
Pre-Development
311
1,391
General and Administration
2,351
1,757
Exploration
712
52
Total Other expenses
5,707
6,790
2024 | Annual Report
46
7. Auditor's Remuneration
2024
2023
US$000
US$000
Audit services
HCWA
51
55
Delta Grant Thornton
89
45
GKM Audit & Conseil
12
12
Total audit services
152
112
Non-audit services
HCWA
10
-
Delta Grant Thornton
47
45
GKM Audit & Conseil
20
18
Total non-audit services
77
63
Total Auditor's remuneration
229
175
2024
2023
US$000
US$000
Total audit services
152
112
Total non-audit services
77
63
Total Auditor's remuneration
229
175
Non-audit percentage
33.7%
35.9%
2024 | Annual Report
47
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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:
2024
2023
US$000
US$000
Income tax expense comprises:
Current tax
-
-
Income tax expense
-
-
Numerical reconciliation of loss before tax to income tax
expense
Profit/(Loss) before tax
(11,387)
(13,179)
Income tax benefit calculated at 30% (31 December 2023: 30%)
(3,416)
(3,954)
Add/(Less)
Tax effect of:
Non-deductable expenses
2,217
2,653
Non-assessable income
-
-
Temporary differences not recognised
29
(16)
Tax loss not recognised
1,170
1,317
Other non-deductible items
-
-
Income tax expense
-
-
Deferred tax assets not recognised
Provisions for employee entitlements
84
96
RoU Assets & Lease Liabilities
-
2
Capital raising costs
20
29
Prepayments
-
-
Borrowing costs
-
18
Unrealised foreign exchange losses
59
25
Tax losses
5,419
4,223
5,582
4,393
Deferred tax liabilities not recognised
Prepaid expenses
(3)
(44)
Unrealised foreign exchange gains
-
-
(3)
(44)
Net deferred tax assets not recognised
5,574
4,349
Potential deferred tax assets attributable to tax losses have not been brought to account at 31 December 2024
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.
2024 | Annual Report
48
9. Cash Balance and Cash Equivalents
Cash and Cash Equivalent
2024
2023
US$000
US$000
United States Dollar (US$)
3
7
Australian Dollar (AU$)
2,352
46
Central African Franc (XAF)
27
31
Various others
1
2
Total
2,383
86
Restricted Cash
2024
2023
US$000
US$000
Security deposit for corporate credit card
34
37
Security bond for rental properties in Gabon
12
12
Bank guarantee for office rental in Perth
43
47
Supplier downpayment
36
-
Total
125
96
10. Trade and Other Receivables
2024
2023
US$000
US$000
GST Receivable
60
28
Deposits paid
13
17
Receivables
16
42
Total Trade and other receivables
89
88
2024 | Annual Report
49
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
11. Property, Plant and Equipment
Plant &
equipment
US$000
Office
Furniture &
Fittings
US$000
Plant
Development
US$000
Work in
Progress
US$000
Total
US$000
Balance at 1 January 2023
695
204
545
79
1,523
Additions
2
13
32
91
138
Disposals
-
-
-
-
-
Depreciation Expense
(165)
(56)
-
-
(221)
FX translation
15
28
-
(43)
-
Balance at 31 December 2023
547
189
577
127
1,440
Additions
48
3
-
3
54
Depreciation Expense
(162)
(54)
-
-
(216)
Transfers
-
-
-
-
-
Balance at 31 December 2024
433
138
577
130
1,278
12. Exploration and Evaluation Assets
2024
2023
US$000
US$000
Opening Balance
44,785
41,941
Capitalised expenditure during the year
531
2,844
Impairment
(20)
-
Closing Balance
45,030
44,785
13. Intangible Assets
2024
2023
US$000
US$000
Opening Balance
395
395
Changes during the year
-
-
Closing Balance
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).
2024 | Annual Report
50
On 8 February 2018, Cape Lambert and Genmin agreed to vary the Royalty Sale Agreement and Genmin would pay
the consideration in two tranches:
x
Current Cash Payment: AU$500,000 payable on completion and;
x
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 2024, 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 2024 remains unchanged.
14. Leases
Right of Use Assets
2024
2023
US$000
US$000
Properties (Office leases in Perth, Australia and Libreville, Gabon)
229
88
Office Equipment (Photocopiers)
1
4
Total
230
92
Lease Liability
2024
2023
US$000
US$000
Current lease liabilities
129
99
Non-current lease liabilities
102
2
Total
228
101
15. Trade and Other Payables
All amounts are short-term and unsecured. The carrying values of trade payables and other payables are
considered to be a reasonable approximation of fair value.
2024
2023
US$000
US$000
Trade and other payables
1,357
4,083
Accrued expenses
473
647
Employee provisions
247
194
Withholding tax payable
34
15
Employee wages, taxes & benefits payable
135
191
Total Trade and other payables
2,246
5,130
2024 | Annual Report
51
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
16. Loan Payable
2024
2023
US$000
US$000
Principal
1,000
5,000
Establishment fee
20
150
Accrued interest
141
174
Cash repayments
(52)
-
Conversion to equity
(6,433)
-
Loan Payable
-
5,324
During the previous year, Genmin entered into unsecured loans for US$5 million with its largest shareholder Tembo
Capital for general working capital purposes. The loans occurred in May 2023 (US$2 million) and September 2023
(US$3 million) (together, Tembo Loans 2023).
Interest on the Tembo Loans 2023 accrued at 10% per annum and was capitalised quarterly.
The Tembo Loans 2023 were required to be repaid on or before 31 March 2024 or such later date agreed between
the parties, or immediately repayable in full upon Genmin becoming entitled to draw down on any debt financing
raised for Baniaka.
The Tembo Loans 2023 were repaid in full on 26 March 2024 by the combination of a US$17,140 cash payment and
the issue of 82,742,752 ordinary shares in the Group. The shares issued represent Tembo Capital’s maximum
entitlement under the entitlement offer concluded in March 2024. The value of the shares issued (US$5.4 million)
has been netted off against the proceeds from issue of shares in the Consolidated Statement of Cash Flows.
During the Year, in October 2024, Genmin entered into an unsecured loan for US$1 million with Tembo Capital for
general corporate purposes (Tembo Loan).
Interest on the Tembo Loan accrued at 10% per annum and was capitalised quarterly.
The Tembo Loan was required to be repaid on or before 31 March 2025 or such later date agreed between the
parties, or immediately repayable in full upon Genmin becoming entitled to draw down on any debt financing
raised for Baniaka.
The Tembo Loan was repaid in full on 2 December 2024 by the combination of a US$35,370 cash payment and the
issue of 29,000,000 ordinary shares in the Company. The shares issued represent Tembo Capital’s participation in
a two tranche placement concluded in December 2024. The value of the shares issued (US$1.45 million) has been
netted off against the proceeds from issue of shares in the Consolidated Statement of Cash Flows.
17. Royalty with Anglo American
2024
2023
US$000
US$000
Financial Liability
At the beginning of the reporting period
12,311
10,756
Cash consideration received during the year
-
-
Interest accrued during the year
1,471
1,555
At the end of the year
13,782
12,311
2024 | Annual Report
52
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 2026 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$1,470,478.
18. Issued Capital, Options, Rights and Reserves
18.1
Ordinary Shares on Issue
The share capital of Genmin consists of fully paid ordinary shares; the shares do not have a par value. All shares
are equally eligible to receive dividends and the repayment of capital.
Date
No of shares
Value (US$)
Opening balance
01-Jan-23
450,133,234
66,990,410
Issue of shares on exercise of Options
03-Feb-23
650,000
97,500
Issue shares on conversion of Performance Rights
21-Apr-23
500,000
60,183
Issue shares on conversion of Performance Rights
21-Jul-23
250,000
30,391
Closing balance
31-Dec-23
451,533,234
67,178,484
Issue of shares-Capital Raise
14-Feb-24
43,090,000
2,801,396
Issue of shares-Conversion of payables
14-Feb-24
1,243,705
81,065
Issue of shares-Capital Raise
26-Mar-24
100,505,477
6,551,930
Issue of shares-Conversion of payables &
employee remuneration
26-Mar-24
6,114,268
400,654
Issue of shares-Conversion of borrowings
26-Mar-24
82,742,752
5,432,889
Issue of shares- Options Exercise
26-Aug-24
1,006,666
135,251
Issue of shares-Capital Raise
14-Oct-24
170,000,000
5,307,550
Issue of shares-Conversion of borrowings
2-Dec-24
29,000,000
1,000,000
Issue of shares – Capital Raise
2-Dec-24
1,000,000
32,542
Issue of shares-Conversion of performance rights
11-Dec-24
50,000
-
Capital raise costs
31-Dec-24
-
(1,397,509)
Closing balance
31-Dec-24
886,286,102
87,524,252
2024 | Annual Report
53
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
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.
2024
2023
Options
At the beginning of the reporting period
5,530,000
6,784,479
Issued during the year
327,454,480
-
Exercised during the year
(1,006,666)
(650,000)
Lapsed during the year
(530,000)
(604,479)
At the end of the year
331,447,814
5,530,000
Options on issue as at 1 January 2024
Grant Date
Expiry Date
Exercise Price
Number of
Options
Fair value on
Issue Date
05-Aug-19
31-Jul-24
US$0.150
250,000
free attaching
27-Aug-19
31-Jul-24
US$0.150
280,000
free attaching
08-Mar-21
07-Mar-26
AU$0.442
5,000,000
US$871,613
5,530,000
Options granted during the Year
Grant Date
Expiry Date
Exercise Price
Number of
Options
Fair value on
Issue Date
26-Mar-24
31-Mar-26
AU$0.200
107,454,480
free attaching
26-Mar-24
31-Mar-26
AU$0.200
10,000,000
US$90,274(total)1
02-Dec-24
30-Apr-25
AU$0.075
200,000,000
free attaching
02-Dec-24
30-Apr-25
AU$0.075
10,000,000
US$17,744 (total)2
327,454,480
Note:
1In accordance with the Rights entitlement and Placement Offer, Genmin issued a total of 10,000,000 unlisted Advisor options to
the Joint Lead Managers (JLM Options). The JLM Options have been valued using a Black Scholes pricing model with the following
inputs:
Issue Date / Valuation Date:
29 January 2024
Share price:
AU$0.10
Exercise price:
AU$0.20
Maturity:
2 years
Risk-free rate:
3.84%
Dividend yield:
0%
Expected volatility:
100%
As a result, the fair value of the JLM Options on the Issue Date was US$90,274, which has been recognised as a capital raising
cost in equity.
2024 | Annual Report
54
Note:
1In accordance with the Placement Offer, Genmin issued a total of 10,000,000 unlisted Advisor options to the Joint Lead Managers
(JLM Options). The JLM Options have been valued using a Black Scholes pricing model with the following inputs:
Issue Date / Valuation Date:
2 December 2024
Share price:
AU$0.035
Exercise price:
AU$0.075
Maturity:
5 months
Risk-free rate:
3.84%
Dividend yield:
0%
Expected volatility:
100%
As a result, the fair value of the JLM Options on the Issue Date was US$17,744, which has been recognised as a capital raising
cost in equity.
Options exercised during the Year
Grant date
Expiry Date
Exercise
Price
Exercise
Date
Number of
Options
Fair value on Issue
Date
26-Mar-24
31-Mar-26
AU$0.200
26-Aug-24
1,006,666
free attaching
1,006,666
Options expired during the Year
Grant date
Expiry Date
Exercise Price
Number of
Options
Fair value on Issue
Date
05-Aug-19
31-Jul-24
US$0.150
250,000
free attaching
27-Aug-19
31-Jul-24
US$0.150
280,000
free attaching
530,000
Options on issue as at 31 December 2024
Grant date
Expiry Date
Exercise Price
Number of Options
08-Mar-21
07-Mar-26
AU$0.442
5,000,000
26-Mar-24
31-Mar-26
AU$0.200
116,447,814
02-Dec-24
30-Apr-25
AU$0.075
210,000,000
331,447,814
18.3 Rights
The shareholders of Genmin last approved the Plan at the AGM held on 30 May 2024. Under the Plan, the Board of
Directors of Genmin issue 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.
2024 | Annual Report
55
Financial Report | Notes to the Consolidated Financial Statements
tes to the Consolidated Financial Statem
for the year ended 31 December 2024
Rights expensed
2024
2023
US$000
US$000
Granted during the year
-
-
Exercised-cash settled
-
(14)
Exercised
-
-
Lapsed
-
(18)
Probability Adjustments
-
-
FX Translation
-
-
Rights expensed
-
(32)
For the year ended 31 December 2024
KMP
Name
Rights
Granted
Vesting Conditions
Changes
during the
year
Mr. Giuseppe
Ariti
683,750
Commencement of production at the Baniaka Iron Ore Project
by 30 June 2024
Lapsed
Mr. Salvatore
Amico
240,000
Commencement of production at the Baniaka Iron Ore Project
by 30 June 2024
Lapsed
400,000
Execution of a mining convention (that is, fiscal stabilisation
agreement) for the Baniaka iron ore project by 30 September
2024
Issued and
Lapsed
400,000
Execution of agreements for financing the development of the
Baniaka iron ore project by 30 September 2024
Issued and
Lapsed
400,000
Commencement of production at the Baniaka iron ore project
by 30 September 2025
Issued
Mr. Michael
Arnett
400,000
The Company achieving a 30-day VWAP of at least $0.70 per
Share
None
400,000
Commencement of production at the Baniaka Iron Ore Project
by 30 June 2024
Lapsed
400,000
Execution of agreements for financing the development of the
Baniaka iron ore project by 30 September 2024
Issued and
Lapsed
400,000
Commencement of production at the Baniaka iron ore project
by 30 September 2025
Issued
Mr. Brian van
Rooyen
300,000
The Company achieving a 30-day VWAP of at least $0.70 per
Share
None
300,000
Commencement of production at the Baniaka Iron Ore Project
by 30 June 2024
Lapsed
400,000
Execution of binding offtake agreements for at least 15 million
tonnes of iron ore products from the Baniaka iron ore project by
30 September 2024
Issued and
Lapsed
400,000
Commencement of production at the Baniaka iron ore project
by 30 September 2025
Issued
Dr Karen
Lloyd
250,000
Commencement of production at the Baniaka Iron Ore Project
by 30 June 2024
Lapsed
2024 | Annual Report
56
Name
Rights
Granted
Vesting Conditions
Changes
during the
year
250,000
Asset growth through the acquisition of key regional projects
resulting in a significant value uplift (as determined by an
independent party)
Lapsed
Non-KMP
Rights
Granted
Vesting Conditions
Changes
during Year
250,000
Successful and cost-effective exit from the current corporate office in West Perth,
and successful and cost-effective entry into a new CBD corporate office by 31
October 2021. Vested on 9 February 2022.
Exercised
125,000
Expose and connect Genmin to potential retail and green focused institutional
shareholders through digital investor relations, and green repositioning by 31
December 2022. Vested on 28 March 2023.
Exercised
250,000
In conjunction with the CEO, develop, and then implement, ESG data collection
across the organisation, and reporting externally to shareholders, potential
shareholders and stakeholders.
Vested and
Exercised
2024 | Annual Report
57
Financial Report | Notes Consolidated Financial
| Notes Consolidated Financial
for the year ended 31 December 2024
Number of Rights
For the year ended 31 December 2024
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value at
Grant date
US$
Rights at the
start of the
year
Granted
during the
year
Exercised-equity
settled during the
year
Exercised-cash
settled during
the year
Lapsed
during the
year
Balance at
the Year End
23-Jun-20
22-Jun-24
Nil
0.62
360,000
-
-
-
(360,000)
-
27-May-21
26-May-25
Nil
0.15
700,000
-
-
-
(700,000)
-
27-May-21
26-May-25
Nil
0.22
1,100,000
-
-
-
-
1,100,000
17-Dec-21
16-Dec-24
Nil
0.21
625,000
-
(50,000)
(575,000)
-
-
26-May-22
25-May-25
Nil
0.15
923,750
-
-
-
(923,750)
-
04-Nov-22
01-Nov-25
Nil
0.28
500,000
-
-
-
(500,000)
-
16-Jul-24
30-May-26
Nil
0.00
-
2,800,000
-
-
(1,600,000)
1,200,000
4,208,750
2,800,000
(50,000)
(575,000)
(4,083,750)
2,300,000
For the year ended 31 December 2023
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value at
Grant date
US$
Rights at the
start of the
year
Granted
during the
year
Exercised-equity
settled during the
year
Exercised-cash
settled during
the year
Lapsed
during the
year
Balance at
the Year End
23-Jun-20
22-Jun-24
Nil
0.62
720,000
-
-
-
(360,000)
360,000
27-May-21
26-May-25
Nil
0.15
700,000
-
-
-
-
700,000
27-May-21
26-May-25
Nil
0.22
2,100,000
-
-
-
(1,000,000)
1,100,000
17-Dec-21
16-Dec-24
Nil
0.21
2,000,000
-
(750,000)
-
(625,000)
625,000
26-May-22
25-May-25
Nil
0.15
3,215,000
-
-
-
(2,291,250)
923,750
04-Nov-22
01-Nov-25
Nil
0.28
1,000,000
-
-
-
(500,000)
500,000
9,735,000
-
(750,000)
-
(4,776,250)
4,208,750
2024 | Annual Report
58
Value of the Rights Reserve
For the year ended 31 December 2024
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value at
Grant date
US$
Rights at the
start of the
year
US$
Granted
during the
year
US$
Exercised-equity
settled during
the year
US$
Exercised-cash
settled during
the year
US$
Lapsed
during the
year
US$
Foreign
exchange
movement
US$
Balance at
the Year
End
US$
27-May-21
26-May-25
Nil
0.15
61
-
-
-
-
-
61
17-Dec-21
16-Dec-24
Nil
0.21
18
-
-
(22)
-
-
(4)
79
-
-
(22)
-
-
57
For the year ended 31 December 2023
Grant Date
Expiry Date
Average
Exercise
Price
Fair Value at
Grant date
US$
Rights at the
start of the
year
US$
Granted
during the
year
US$
Exercised-equity
settled during
the year
US$
Exercised-cash
settled during
the year
US$
Lapsed
during the
year
US$
Foreign
exchange
movement
US$
Balance at
the Year
End
US$
27-May-21
26-May-25
Nil
0.15
61
-
-
-
-
-
61
17-Dec-21
16-Dec-24
Nil
0.21
143
-
-
(105)
(18)
(2)
18
204
-
-
(105)
(18)
(2)
79
2024 | Annual Report
59
Financial Report | Notes to the Consolidated Financial
port | Notes to the Consolidated Finan
for the year ended 31 December 2024
18.4 Reserves
2024
2023
US$000
US$000
Rights reserve
(55)
(79)
Foreign currency translation reserve
2,326
2,326
Acquisition of NCI Reserve
1,385
1,385
Options Reserve reserves
(849)
(817)
Balance as at year end
2,807
2,815
19.
Cash Flow Reconciliation
2024
2023
US$000
US$000
Reconciliation of cash flows from operating activities
Profit/(Loss) for the period
(11,388)
(13,179)
Non-cash flows in loss from ordinary activities
Changes in performance rights
-
(32)
Depreciation expense
343
399
Impairment on exploration assets
20
-
Impairment on receivables
249
-
Foreign currency (gain)/loss
(16)
30
Interest expense on Anglo American royalty payment
1,470
1,555
Interest expense on Tembo Capital Loans
126
174
Finance costs
8
12
Tembo establishment fee
20
150
Exploration costs expensed shown in Investing
822
52
Changes in operating assets and liabilities
Decrease/(increase) in receivables
81
199
Decrease/(increase) in inventory
(12)
13
Decrease/(increase) in prepayments
202
24
Increase/(decrease) in payables
(2,097)
1,272
Net cash flows used in operating activities
(10,172)
(9,331)
2024 | Annual Report
60
20. Earnings per Share
2024
2023
US$000
US$000
Earnings used in calculating earnings per share
Earnings attributable to ordinary shareholders of the parent
(11,383)
(13,176)
Weighted average number of shares
No. of shares
No. of shares
Ordinary shares used in calculating basic earnings per share
808,335,632
450,860,885
Earnings per share
Basic Earnings per share
(1.68) cent
(2.923) 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
2024
2023
US$000
US$000
Transactions with KMP
Short-term employee benefits
562
821
Long-term employee benefits
(16)
5
Post employment benefits
18
66
Share based payments
-
-
Total Remuneration
564
892
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.
2024 | Annual Report
61
Financial Report | Notes to the Consolidated Financial
port | Notes to the Consolidated Finan
for the year ended 31 December 2024
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$1.20 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$207,580). Upon receiving a Collection
Notice, Genmin Congo will have three months to file an application to dispute the tax audit findings. At the time of
this report, Genmin Congo has not received the Collection Notice and intends to dispute the audit findings once it
receives the Collection Notice.
23. Financial Instrument Risk
The Group’s principal financial instrument is comprised of cash. The main purpose of this financial instrument is to
provide working capital for the Group and to fund its operations.
The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant
financial risks to which the Group is exposed are described below.
23.1. Liquidity Risk
The Group manages liquidity risk by monitoring cash levels on an ongoing basis against budget and forecast cash
flows. The Group’s operations require it to raise capital to fund its exploration programs.
23.2. Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss
to the group. All material cash balances held at banks are held at internationally recognised institutions.
2024 | Annual Report
62
23.3. Interest Rate Risk
The Group has minimal interest rate risk arising from cash and cash equivalents held as funds are held in US$ 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.
2024 | Annual Report
63
Financial Report | Notes to the Consolidated Financial
port | Notes to the Consolidated Finan
for the year ended 31 December 2024
25. Parent Entity Information
Information relating to Genmin (the Parent Entity):
2024
2023
US$000
US$000
Statement of Financial Position
Current assets
2,520
232
Non-current assets
57,428
49,277
Total assets
59,948
49,509
Current liabilities
696
6,594
Non-current liabilities
93
1
Total liabilities
789
6,595
Net assets
59,159
42,914
Issued Capital
87,524
67,178
Reserves
139
130
Accumulated Losses
(28,504)
(24,394)
Total Equity
59,159
42,914
Statement of profit or loss and other comprehensive income
Loss for the year
(4,109)
(4,484)
Other comprehensive loss
-
-
Total comprehensive loss
(4,109)
(4,484)
2024 | Annual Report
64
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:
x
Gabon (Reminac, Kimin Gabon SA, Azingo Gabon SA, Afrique Resources SA, and Minconsol SA)
x
Corporate (remaining Group entities)
For the year ended 31 December 2024
Corporate
Gabon
Consolidated
Eliminations
Total
US$000
US$000
US$000
US$000
Continuing operations
Other income
22
-
-
22
Total Other income
22
-
-
22
Corporate expenses
(3,397)
(1,677)
-
(5,074)
Depreciation expense
(119)
(224)
-
(343)
Impairment
-
(286)
-
(286)
Other expenses
(2,153)
(3,554)
-
(5,707)
Loss before income tax
(5,647)
(5,741)
-
(11,388)
Income Tax Expense
-
-
-
-
Loss after income tax
(5,647)
(5,741)
-
(11,388)
For the year ended 31 December 2023
Corporate
Gabon
Consolidated
Eliminations
Total
US$000
US$000
US$000
US$000
Continuing operations
Other income
10
-
-
10
Total Other income
10
-
-
10
Corporate expenses
(4,352)
(1,648)
-
(6,000)
Depreciation expense
(119)
(280)
-
(399)
Impairment
-
-
-
-
Other expenses
(1,654)
(5,136)
-
(6,790)
Loss before income tax
(6,115)
(7,064)
-
(13,179)
Income Tax Expense
-
-
-
-
Loss after income tax
(6,115)
(7,064)
-
(13,179)
2024 | Annual Report
65
Financial Report | Notes to the Consolidated Financial
port | Notes to the Consolidated Finan
for the year ended 31 December 2024
As at 31 December 2024
Corporate
Gabon
Consolidated
Eliminations
Total
US$000
US$000
US$000
US$000
Assets
Current
Cash and cash equivalents
2,358
25
-
2,383
Trade and other receivables
79
10
-
89
Inventory
-
29
-
29
Prepayments
136
229
-
365
Total current assets
2,573
293
-
2,866
Non-current
Restricted Cash
77
48
-
125
Property, plant and equipment
63
1,215
-
1,278
Exploration and evaluation assets
122
44,908
-
45,030
Other Intangible Assets
395
-
-
395
Right of Use Asset
189
41
-
230
Total non-current assets
846
46,212
-
47,058
Total assets
3,419
46,505
-
49,924
Liabilities
Current
Trade and other payables
636
1,610
-
2,246
Lease Liabilities
97
32
-
129
Current liabilities
733
1,642
-
2,375
Non-Current
Financial Liability
13,782
-
-
13,782
Lease Liabilities
93
9
-
102
Non-Current liabilities
13,875
9
-
13,884
Total liabilities
14,608
1,651
-
16,259
Net assets
(11,189)
44,854
-
33,665
2024 | Annual Report
66
As at 31 December 2023
Corporate
Gabon
Consolidated
Eliminations
Total
US$000
US$000
US$000
US$000
Assets
Current
Cash and cash equivalents
56
30
-
86
Trade and other receivables
50
38
-
88
Inventory
-
17
-
17
Prepayments
164
403
-
567
Total current assets
270
488
-
758
Non-current
Restricted Cash
85
11
-
96
Property, plant and equipment
84
1,356
-
1,440
Exploration and evaluation assets
122
44,663
-
44,785
Other Intangible Assets
395
-
-
395
Right of Use Asset
71
21
-
92
Total non-current assets
757
46,051
-
46,808
Total assets
1,027
46,539
-
47,566
Liabilities
Current
Trade and other payables
1,237
3,893
-
5,130
Lease Liabilities
77
22
-
99
Loan Payable
5,324
-
-
5,324
Current liabilities
6,638
3,915
-
10,553
Non-Current
Financial Liability
12,311
-
-
12,311
Lease Liabilities
2
-
-
2
Non-Current liabilities
12,313
-
-
12,313
Total liabilities
18,951
3,915
-
22,866
Net assets
(17,924)
42,624
-
24,700
2024 | Annual Report
67
Financial Report | Notes to the Consolidated Financial
port | Notes to the Consolidated Finan
for the year ended 31 December 2024
27.
Events after the Reporting Period
Subsequent to the Year:
x
On 31 January 2025, Mr Michael Arnett resigned as a director of the Company;
x
On 17 March 2025, Mr Andrew Taplin commenced as CEO of the Company;
x
On 20 March 2025, the Baniaka Mining Convention was signed;
x
On 24 March 2025, 1,000,000 ordinary shares were issued to a consultant of the Company; and
x
On 26 March 2025, Genmin entered into an unsecured loan for AU$3 million with its largest shareholder
Tembo Capital (Tembo Loan) for general working capital purposes. Interest on the Tembo Loan accrues
at 10% per annum and will be capitalised quarterly. The Tembo Loan is required to be repaid on or before
31 December 2025 or such later date agreed between the parties, or immediately repayable in full upon
Genmin becoming entitled to draw down on any debt financing raised for Baniaka. On 26 March 2025,
Genmin drew down AU$2.5 million of the Tembo Loan.
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.
Consolidated Entity Disclosure Statement
2024 | Annual Report
68
Name
Entity type
Body corporate
country of
incorporation
Country of tax
residence
Body corporate
% of ownership
interest
2024 2023
Genmin Ltd
Body Corporate
Australia
Australia
N/A
N/A
Genmin Capital Pty Ltd
Body Corporate
Australia
Australia
100
100
Genmin Metals Pty Ltd
Body Corporate
Australia
Australia
100
100
Genmin Energy Pty Ltd
Body Corporate
Australia
Australia
100
100
Genmin Manganese Pty Ltd
Body Corporate
Australia
Australia
100
100
Afrika West Resources Pty Ltd
Body Corporate
Australia
Australia
100
100
Genmin Manganese Pty Ltd
Body Corporate
Australia
Australia
100
100
Genmin (Bermuda) Limited
Body Corporate
Bermuda
Bermuda
100
100
Genmin Holdings Bermuda Limited
Body Corporate
Bermuda
Bermuda
100
100
Gabon Iron Ore Limited
Body Corporate
Bermuda
Bermuda
100
100
Kbak Limited
Body Corporate
Seychelles
Seychelles
100
100
Westmin Holdings Limited
Body Corporate
Seychelles
Seychelles
100
100
Central African Resources Limited
Body Corporate
Mauritius
Mauritius
100
100
Lebaye Minerals Limited
Body Corporate
Mauritius
Mauritius
100
100
Potamon Limited
Body Corporate
Isle of Man
Isle of Man
100
100
Reminac SA
Body Corporate
Gabon
Gabon
100
100
Minconsol SA
Body Corporate
Gabon
Gabon
100
100
Azingo Gabon SA
Body Corporate
Gabon
Gabon
100
100
Afrique Resources SA
Body Corporate
Gabon
Gabon
100
100
Kimin Gabon SA
Body Corporate
Gabon
Gabon
100
100
Niari Holdings Limited
Body Corporate
Seychelles
Seychelles
88
88
Genmin Congo SA
Body Corporate
Republic of Congo
Republic of Congo
88
88
2024 | Annual Report
69
Directors' Declaration
The Directors of the Group declare that:
1.
The consolidated financial statements and notes, as set out on pages 30-68, are in accordance with the
Corporations Act:
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 2024 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;
c)
The consolidated entity disclosure statement as at 31 December 2024 as set out on page 68 is true and
correct; 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 for
the year ended 31 December 2024.
This declaration is made in accordance with a resolution of the Board of Directors.
Greg Lilleyman
Non-Executive Chairman
Perth, Western Australia
31 March 2025
2024 | Annual Report
70
2024 | Annual Report
71
Independent Auditor’s Report
2024 | Annual Report
72
2024 | Annual Report
73
Independent Auditor’s Report
2024 | Annual Report
74
2024 | Annual Report
75
Additional ASX Information
Additional ASX Information
Additional information required by the ASX Listing Rules not disclosed elsewhere in this Annual Report is
set out below.
1. Shareholdings
The issued share capital of the Group as at 25 March 2025 is 887,286,102 ordinary fully paid shares.
All issued ordinary fully paid shares carry one vote per share. Options and Performance Rights do not carry
any voting rights.
Distribution Schedules as at 25 March 2025
Fully Paid Ordinary Shares – main class (ASX: GEN)
Range
Total holders
Units
% Units
1 - 1,000
28
3,484
0.00
1,001 - 5,000
99
348,677
0.04
5,001 - 10,000
139
1,102,207
0.12
10,001 - 100,000
445
17,652,521
1.99
100,001 Over
286
868,179,213
97.85
Total
997
887,286,102
100.00
Unquoted Equity Securities
Options
OPTIONS EXPIRING 30/04/2025 @ $0.075 (ASX: GENAS)
Range
Total holders
Units
% Units
1 - 1,000
0
0
0
1,001 - 5,000
0
0
0
5,001 - 10,000
0
0
0
10,001 - 100,000
8
664,000
0.32
100,001 Over
139
209,336,000
99.68
Total
147
210,000,000
100
2024 | Annual Report
76
Holders that have 20% or more - none
Rank
Name
Units
% Units
N/A
N/A
N/A
N/A
OPTIONS EXPIRING 07/03/2026 @$0.442 (ASX: GENAN)
Range
Total holders
Units
% Units
1 - 1,000
0
0
0
1,001 - 5,000
0
0
0
5,001 - 10,000
0
0
0
10,001 - 100,000
0
0
0
100,001 Over
2
5,000,000
100
Total
2
5,000,000
100
Holders that have 20% or more
Rank
Name
Units
% Units
1
BELL POTTER NOMINEES LTD
2,500,000
50.00
1
FOSTER STOCKBROKING NOMINEES PTY LTD
2,500,000
50.00
OPTIONS EXPIRING 31/03/2026 @$0.20 (ASX: GENAQ)
Range
Total holders
Units
% Units
1 - 1,000
15
5,631
0.00
1,001 - 5,000
38
89,862
0.08
5,001 - 10,000
22
172,493
0.15
10,001 - 100,000
75
3,318,315
2.85
100,001 Over
101
112,861,513
96.92
Total
251
116,447,814
100.00
Holders that have 20% or more - none
Rank
Name
Units
% Units
N/A
N/A
N/A
N/A
2024 | Annual Report
77
Additional ASX Information
Performance Rights
PERFORMANCE RIGHTS EXPIRING 26/05/2025 (ASX: GENAE)
Range
Total holders
Units
% Units
1 - 1,000
0
0
0
1,001 - 5,000
0
0
0
5,001 - 10,000
0
0
0
10,001 - 100,000
0
0
0
100,001 Over
1
300,000
100
Total
1
300,000
100
PERFORMANCE RIGHTS EXPIRING 30/05/2026 (ASX: GENAE)
Range
Total holders
Units
% Units
1 - 1,000
0
0
0
1,001 - 5,000
0
0
0
5,001 - 10,000
0
0
0
10,001 - 100,000
0
0
0
100,001 Over
2
800,000
100
Total
2
800,000
100
2. Unmarketable Parcels
On 25 March 2025, there were 318 holders of less than a marketable parcel of Genmin’s main class of
securities, based on the closing share price on 25 March 2025 of AU$0.037.
3. Top 20 Shareholders of quoted equity securities
(ASX: GEN) as at 25 March 2025
Rank
Name
Units
%Units
1
NDOVU CAPITAL I B V
282,750,715
31.87
2
TEMBO CAPITAL MINING FUND II LP
48,220,294
5.43
3
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
43,689,607
4.92
4
CITICORP NOMINEES PTY LIMITED
38,241,613
4.31
5
TEMBO CAPITAL MINING CO-INVESTMENT II
29,000,000
3.27
6
MR KENNETH JOSEPH HALL
28,148,482
3.17
7
PALM BEACH NOMINEES PTY LIMITED
27,929,752
3.15
8
GIUSEPPE VINCE ARITI
20,523,211
2.31
9
TREASURY SERVICES GROUP PTY LTD
20,000,000
2.25
2024 | Annual Report
78
Rank
Name
Units
%Units
10
BNP PARIBAS NOMINEES PTY LTD
19,520,726
2.20
11
BNP PARIBAS NOMS (NZ) LTD
18,000,000
2.03
12
HAPHISTH PTY LTD
17,000,000
1.92
13
CARJAY INVESTMENTS PTY LTD
11,662,356
1.31
14
E-TECH CAPITAL PTY LTD
11,264,200
1.27
15
BUTTONWOOD NOMINEES PTY LTD
11,196,898
1.26
16
BNP PARIBAS NOMS PTY LTD
9,888,731
1.11
17
NORTH OF THE RIVER INVESTMENTS PTY LTD
9,700,000
1.09
18
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
8,719,783
0.98
18
SANDINI PTY LTD
7,352,941
0.83
20
KENDALI PTY LTD
6,920,000
0.78
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total)
669,729,309
75.48
Total Remaining Holders Balance
217,556,793
24.52
4. Equity Securities subject to escrow
There are no equity securities that are subject to mandatory or voluntary escrow as at 25 March 2025.
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 interest, as disclosed in substantial holding notices given to
the Company under the Corporations Act 2001 (Cth), are:
Rank
Name
Units
%
Units
1
NDOVU CAPITAL I B.V., TEMBO CAPITAL MINING FUND II LP AND TEMBO
CAPITAL MINING CO-INVESTMENT II LP
(refer the substantial holding notice lodged with ASX on 3
December 2024
359,971,009
40.62
2
CRANPORT PTY LIMITED
(refer the substantial holding notice lodged with ASX on 18 October
2024)
62,996,614
7.36
6. On-market buy back
There is no current on-market buy back as at 25 March 2025.