ANNUAL REPORT 2022
ABN: 58 101 026 859
Annual Report For The Year Ended
30 June 2022
CONTENTS
Page
Chairman's Letter
1
Corporate Governance Statement
2
Directors' Report
16
Auditor's Independence Declaration
29
Consolidated Statement of Profit or Loss and Other Comprehensive Income
30
Consolidated Statement of Financial Position
31
Consolidated Statement of Changes in Equity
32
Consolidated Statement of Cash Flows
33
Notes to the Financial Statements
34
Directors' Declaration
60
Independent Auditor's Report
61
65
GLADIATOR RESOURCES LIMITED
AND CONTROLLED ENTITIES
Additional Shareholder Information
James Arkoudis
Executive Chairman
Dear Shareholders,
Since its appointment on 19 July 2022 the new Board of the Company has been reviewing all aspects of the
Company’s management, operations, efficient cost control and prospectivity/value of its various projects in
Australia and Tanzania, East Africa. I am very pleased with the vigour, enthusiasm and professionalism shown
by each of the Board members and I am confident that each will continue to make significant and
complimentary contributions to the Company’s success.
The Zeus acquisition having been finalised, the Company has commenced further exploration of its Uranium
tenements. The seven licenses acquired total an area of approximately 1772 km2 of highly prospective
exploration tenements located in Tanzania. In the view of the Board the acquisition represents a strategic
opportunity to increase and strengthen the Company’s asset base, particularly in a commodity now accepted
as an indispensable component of the world’s adjustment to an environmentally cleaner economy, and provide
scope for growth in value for the benefit of shareholders (given the expected growth in demand). Most analysts
agree that without a very large increased take up of nuclear power across Europe, Asia and other parts of the
world it will not be possible for many nations to meet their greenhouse emissions targets without compromising
their manufacturing capacities and supply of commercial, residential and retail power needs.
Closer to home, the Board is carefully assessing the Australian Gold assets at its Marymia Project near
Meekatharra in the Murchison Goldfields of central WA, and the two Gold Projects (Rutherglen and Bendoc)
in Eastern Victoria, in order to determine the best strategy to extract maximum shareholder value.
I’d also like to confirm that where the Company may identify additional licenses of significant potential value to
shareholders, where the commodity correlates strongly to the changing demands of the world’s economies,
the terms of acquisition are highly attractive and the jurisdiction is of acceptable security of tenure, we will
thoroughly evaluate the potential acquisition.
On behalf of the Board, I thank shareholders for their warm welcome and look forward to working towards the
successful exploration of the Company’s projects.
Yours Truly,
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CHAIRMAN'S LETTER
ANNUAL REPORT 2022
1
Role of the Board
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14
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Board Processes
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Composition of the Board
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GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
The Board has adopted a formal charter that allocates responsibilities between the Board and the management of the
Company. The charter details the composition, responsibilities and code of conduct under which the Board operates.
The Board of Directors of Gladiator Resources Limited (the Company or Gladiator) is committed to implementing and
maintaining high standards of corporate governance. The primary responsibility of the Board is to represent and
advance the Company's shareholders' interests and to protect the interests of all stakeholders. To fulfil this role, the
Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing
goals for its employees and monitoring the achievement of these goals.
The Board continually reviews its corporate governance practices and regularly monitors developments in good
corporate governance practices both in Australia and abroad. As an ASX listed company, Gladiator uses the ASX
Corporate Governance Principles (4th Editions) and the Corporations Act as a base for its corporate governance
practices, with the latter modified appropriately to be relevant to the size, operations and other unique aspects of the
Company.
Board of Directors
Providing input into, and approval of, the Group's strategic direction; approval and monitoring of budgets and
business plans; and ensuring that appropriate resources are available, including capital management and
budgeting for significant capital expenditure.
Approving the Group's systems of risk management, monitoring their effectiveness and maintaining a
dialogue with the Group's auditors.
Considering, approving and monitoring internal and external financial and other reporting, including reporting
to shareholders, the ASX and other stakeholders.
Selection and evaluation of directors, the Managing Director, and other senior executives and planning
succession.
Setting the Managing Director and other directors’ remuneration within shareholder-approved limits and
ensuring that remuneration and conditions of service are appropriate for senior executives.
Ensuring and setting standards for ethical behaviour and compliance with the Group's governing documents,
corporate governance and legal standards.
adopting and overseeing strategies, plans, and setting or assigning performance goals
a maximum of five directors and a minimum of three directors; and
The Board performs its obligations to members and other stakeholders through:
The names of the Directors of the Company at the date of this statement are set out in the Directors' Report in this
Annual Report. The composition of the board is also determined using the following principles:
reviewing Managing Director and other senior management performance against their remuneration
identifying and monitoring risks in its business and security of its supply chains
doing all that is practical to ensure the Company has policies and procedures that satisfy its legal and ethical
responsibilities
The above involves oversight of the Company's executive management and operations to deal with substantive issues
of commercial responsibility and allocation of resources, while prioritising ethical standards including its social and
environmental responsibilities.
The Board ultimately determines the strategic direction of the Company and takes ownership of the stewardship of the
Company’s operations.
ANNUAL REPORT 2022
2
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
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Meetings
Role of Chairman
Terms of office
Independent professional advice
Board Committees
The Company currently has no committees, however the tasks ordinarily assigned to a committee are undertaken by
the entire Board.
a reasonable balance of executive and non-executive directors; and
The Board reviews its performance and composition annually. It aims to have members with high levels of intellectual
ability, experience, soundness of judgement and integrity to maximise effectiveness and contribution. Directors serve a
maximum three-year term before being required to resign or seek re-election by the Company's members. The
Company's Constitution and the ASX Listing Rules provide that at least one-third, or the nearest whole number of
directors, must retire at the end of each Annual General Meeting, though eligible to offer themselves up for re-election.
In performing their duties, Directors have the right to seek independent, professional advice at the Company's expense,
in furtherance of their duties as Directors, with the approval of the Chairman, which approval shall not be unreasonably
withheld.
The Board meets on a regular basis to retain full and effective control and monitor executive management. During the
financial year to 30 June 2022, the full Board met seven times in conjunction with regular management meetings. The
Directors' attendance at meetings is detailed in the Directors' Report.
The Chairman is responsible for leading the Board, ensuring Directors are appropriately briefed in all matters relevant to
their new role and responsibilities, facilitating proper Board discussion, and managing the Board's relationship with its
senior executives.
a deliberate mix of skills and expertise in the Board across the major fields that the Company requires to
succeed.
The new Board is currently comprised of two (2) Executive Directors and two (2) Non-Executive Directors. The Board
regards the present composition of Directors as representing a good balance for this stage of the Company's
development, having the appropriate mix of expertise, experience and ability to efficiently represent the interests of
shareholders.
Director appointees will receive a formal letter of appointment setting out the responsibilities, rights, terms and
conditions of their appointment. Directors participate in an induction that covers the operations, financial position,
strategic and risk management issues, as well as the operation of the Board and any sub-committees. Directors are
also provided with recent copies of board papers, subject to non-disclosure obligations, in order for them to gain a
better understanding of the prior workings of the Board.
Members of the management team may attend meetings at the invitation of the Board, with a standing invitation to the
Company Secretary, except over issues of conflict.
The current Chairman is a Director elected by the full Board who has not previously been an employee of the Company.
ANNUAL REPORT 2022
3
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Code of business conduct
Reporting standards
External auditors
Management Certification
1.
2.
Risk assessment
Detailed control procedures cover management accounting, purchase and payments, financial reporting, capital
expenditure requests, project appraisal, environment, health and safety, IT security, compliance, and other risk
management issues. There is a systematic review and monitoring of key business operational risks by management
which reports on current and future risks and mitigation activities to the Board.
The Company is committed to providing shareholders with clear, transparent, and high-quality financial information in a
timely manner. The Company's continuous disclosure policy underpins this approach.
The external auditor is requested to attend the annual general meeting either in person or via phone linkup and be
available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit
report.
The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The
performance of the external auditor is reviewed annually, taking into consideration the assessment of performance,
existing value and tender costs.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in
Note 5 to the financial statements. It is a requirement of the external auditors to provide an annual declaration of their
independence to the Board.
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance, and
internal control systems. In summary, the Company's policies are designed to ensure strategic, operational, legal,
reputational and financial risks are identified, assessed, and efficiently managed and monitored to enable achievement
of the Company's business objectives.
Considerable importance is placed on maintaining a robust, controlled environment for coherent decision making. There
is an organisational structure with clearly drawn lines of accountability and delegation of authority. Adherence to the
Code of Conduct is always required, and the Board promotes a culture of quality and integrity.
The financial reports of the Company are produced in accordance with the Australian International Reporting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act. The
financial statements and reports are subject to review every half year and the auditor issues an audit opinion
accompanying the full year results for each financial year.
The Company requires that the Managing Director (if in office) and Financial Controller make the following certifications
to the Board.
that the Company's financial reports are complete and present a true and fair view, in all material respects, of
the financial condition and operational results of the Company and Group and are in accordance with relevant
accounting standards.
that the above statement is founded on a sound system of risk management together with internal
compliance and control which implements the policies adopted by the Board and that the Company's risk
management and internal compliance and control is operating efficiently and effectively in all material
respects.
ANNUAL REPORT 2022
4
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
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Continuous disclosure and shareholder communication
Diversity Policy
The Company recognises the importance of environmental and occupational health and safety (OH&S) issues and is
committed to the highest levels of performance with the systematic identification of environmental and OH&S issues to
ensure they are managed in a structured manner. This system allows the Company to:
monitor its compliance with all relevant legislation;
continually assess and improve the impact of its operations on the environment;
The Company has a formal policy and comprehensive procedures on continuous disclosure. Once the Board or
management becomes aware of information concerning the Company that would be likely to have a material effect on
the price or value of the Company's securities (and which does not fall within the exceptions to the disclosure
requirements contained in the Listing Rules), that information is released to the ASX.
The Board has appointed the Company Secretary (or in his absence, the Chairman) as the person responsible for
communication to ASX. This role includes responsibility for ensuring compliance with continuous disclosure requires of
ASX listing Rules and overseeing and coordinating information disclosure to the ASX.
The Board also endorses full and regular communication with and between Directors, the Managing Director, senior
management and the external auditors.
All shareholders have the opportunity to elect to receive a copy of the Company's annual report at the same time they
receive by post a copy of the Notice of the Annual General Meeting.
Full use is made of annual general meetings to inform shareholders of current developments through appropriate
presentations and to provide opportunities for questions.
Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to
diversity and recognises the benefits arising from employee and board diversity and the importance of benefitting from
all available talent. Accordingly, the Company has established a diversity policy.
encourage employees to actively participate in the management of environmental and OH&S issues;
work with industry peers to raise standards;
use energy and other resources efficiently; and
encourage the adoption of similar standards by the entity's principal suppliers and contractors with particular
emphasis on exploration contractors.
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and
internal control systems. In summary, the Company's policies are designed to ensure strategic, operational, legal,
reputation and financial risks are identified, assessed and efficiently managed and monitored to enable achievement of
the Company's business objectives.
The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements
under ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In
addition to statutory disclosure documents such as Annual Reports and Quarterly activity reports, the Board is
committed to keeping all stakeholders informed of all material developments that affect the Company in a timely
manner.
The newly appointed Board is reviewing the diversity policy considering the broadened scope of diversity recognised by
the latest corporate governance principles:
ANNUAL REPORT 2022
5
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
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Compliance with ASX Corporate Governance Council Good Practice Recommendations
Principles and Recommendations
Complied
Note
Recommendation 1.1
No
1
A listed entity should have and disclose a board charter setting out:
(a) the respective roles and responsibilities of its board and management; and
(b) those matters expressly reserved to the board and those delegated to management.
Recommendation 1.2
Yes
A listed entity should:
(a)
(b)
Recommendation 1.3
Yes
Recommendation 1.4
Yes
achieve a diverse and skilled workforce, leading to continuous improvement in the achievement of its
corporate goals;
the development of clear criteria on behavioural expectations in relation to promoting diversity;
create a work environment that values and utilises the contributions of employees with diverse backgrounds,
experiences and perspectives;
ensure that personnel responsible for recruitment take into account diversity issues when considering
vacancies;
create awareness in all employees of their rights and responsibilities with regards to fairness, equity and
respect for all aspects of diversity.
A listed entity should have a written agreement with each director and senior executive
setting out the terms of their appointment.
undertake appropriate checks before appointing a director or senior executive or putting
someone forward for election as a director; and
provide security holders with all material information in its possession relevant to a
decision on whether or not to elect or re-elect a director.
The company secretary of a listed entity should be accountable directly to the board, through
the chair, on all matters to do with the proper functioning of the board.
The table below outlines each of the most recent ASX Best Practice Recommendations and the Company's compliance
with these recommendations during the period. Where the Company has met the relevant recommendation during the
reporting period, this is indicated by a "Yes" in the relevant column. Where the Company has not met or complied with a
recommendation, this is met by a "No" and an accompanying note explaining why the Company has not met the
recommendation.
Principle 1: Lay solid foundations for management and oversight
ANNUAL REPORT 2022
6
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendation 1.5
Yes
A listed entity should:
(a)
(b)
(c)
(1) the measurable objectives set for that period to achieve gender diversity;
(2) the entity's progress towards achieving those objectives; and
(3) either:
(A)
(B)
Recommendation 1.6
No
2
A listed entity should:
(a)
(b)
Recommendation 1.7
No
3
A listed entity should:
(a)
(b)
the respective proportions of men and women on the board, in senior executive
positions and across the whole workforce (including how the entity has defined
"senior executive" for these purposes); or
if the entity is a "relevant employer" under the Workplace Gender Equality Act, the
entity's most recent "Gender Equality Indicators", as defined in and published
under that Act.
have and disclose a process for periodically evaluating the performance of the board, its
committees and individual directors; and
disclose for each reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of that period.
have and disclose a process for evaluating the performance of its senior executives at
least once every reporting period; and
disclose for each reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of that period.
have and disclose a diversity policy;
through its board or a committee of the board set measurable objectives for achieving
gender diversity in the composition of its board, senior executives and workforce
disclose in relation to each reporting period:
ANNUAL REPORT 2022
7
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendation 2.1
No
4
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of that committee;
(4) the members of the committee; and
(5)
(b)
Recommendations 2.2
Yes
Recommendation 2.3
Yes
A listed entity should disclose:
(a)
(b)
(c)
Recommendations 2.4
Yes
Recommendations 2.5
Yes
Recommendations 2.6
Yes
The chair of the board of a listed entity should be an independent director and, in particular,
should not be the same person as the CEO of the entity.
A listed entity should have a program for inducting new directors and for periodically
reviewing whether there is a need for existing directors to undertake professional
development to maintain the skills and knowledge needed to perform their role as directors
effectively.
A majority of the board of a listed entity should be independent directors.
A listed entity should have and disclose a board skills matrix setting out the mix of skills that
the board currently has or is looking to achieve in its membership.
the names of the directors considered by the board to be independent directors;
if a director has an interest, position, affiliation or relationship of the type described in
Box 2.3 but the board is of the opinion that it does not comprise the independence of the
director, the nature of the interest, position or relationship in question and an
explanation of why the board is of that opinion; and
the length of service of each director.
Principle 2: Structure the Board to be effective and add value
as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
if it does not have a nomination committee, disclose that fact and the processes it
employs to address board succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience, independence and diversity to
enable it to discharge its duties and responsibilities effectively.
ANNUAL REPORT 2022
8
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendation 3.1
Yes
Recommendation 3.2
Yes
A listed entity should:
(a)
(b)
(c)
Recommendation 3.3
Yes
A listed entity should:
(a)
(b)
Recommendation 3.4
Yes
A listed entity should:
(a)
(b)
Recommendation 4.1
No
5
The board of a listed entity should:
(a) have an audit committee which:
(1)
(2) is chaired by an independent director, who is not the chair of the board,
and disclose:
(3) the charter of that committee;
(4) the relevant qualifications and experience of the members of the committee; and
(5)
(b)
Principle 3 - Instil a culture of acting lawfully, ethically and responsibly
A listed entity should articulate and disclose its values.
have and disclose a code of conduct for its directors, senior executives and employees;
ensure that the board or a committee of the board is informed of any material breaches
of that code by a director or senior executive; and
any other material breaches of that code that call into question the culture of the
organisation.
have and disclose an anti-bribery and corruption policy; and
ensure that the board or committee of the board is informed of any material breaches of
that policy.
Principle 4 - Safeguard the integrity of corporate reports
has at least three members, a majority of whom are non-executive directors and a
majority of whom are independent directors; and
in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
if it does not have an audit committee, disclose that fact and the process it employs that
independently verify and safeguard the integrity of its corporate reporting, including the
processes for the appointment and removal of the external auditor and the rotation of
the audit engagement partner.
have and disclose a whistle-blower policy; and
ensure that the board or a committee of the board is informed of any material incidents
reported under that policy.
ANNUAL REPORT 2022
9
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendations 4.2
Yes
Recommendations 4.3
Yes
Recommendations 5.1
Yes
Recommendations 5.2
Yes
Recommendations 5.3
Yes
A listed entity should have and disclose a written policy for complying with its continuous
disclose obligations under listing rule 3.1
A listed entity should ensure that its board receives copies of all material market
announcements promptly after they have been made.
A listed entity that gives a new and substantive investor or analyst presentation should
release a copy of the presentation materials on the ASX Market Announcements Platform
ahead of the presentation.
The board of a listed entity should, before it approves the entity's financial statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and give a true and fair view of
the financial position and performance of the entity and that the opinion has been formed on
the basis of a sound system of risk management and internal control which is operating
effectively.
A listed entity should disclose its processes to verify the integrity of any periodic corporate
report it releases to the market that is not audited or reviewed by an external auditor.
Principle 5 - Make timely and balanced disclosure
ANNUAL REPORT 2022
10
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendations 6.1
Yes
Recommendations 6.2
Yes
Recommendations 6.3
Yes
Recommendations 6.4
Yes
Recommendations 6.5
Yes
Principle 6 - Respect the rights of security holders
A listed entity should provide information about itself and its governance to investors via its
website.
A listed entity should have an investor relations program that facilitates effective two-way
communication with investors.
A listed entity should disclose how it facilitates and encourages participation at meetings of
security holders.
A listed entity should ensure that all substantive resolutions at a meeting of security holders
are decided by a poll rather than by a show of hands.
A listed entity should give security holders the option to receive communications from, and
send communications to, the entity and its security registry electronically.
ANNUAL REPORT 2022
11
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendation 7.1
No
6
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of which:
(1)
(2) is chaired by an independent director,
and disclose:
(3) the charter of that committee;
(4) the members of the committee; and
(5)
(b)
Recommendation 7.2
Yes
The board or a committee of the board should:
(a)
(b)
Recommendation 7.3
No
7
A listed entity should disclose:
(a)
(b)
Recommendations 7.4
Yes
Principle 7 - Recognise and manage risk
has at least three members, a majority of whom are independent directors; and
in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
If it does not have a risk committee or committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing the entity's risk management
framework.
review the entity's risk management framework at least annually to satisfy itself that it
continues to be sound and that the entity is operating with due regard to the risk
appetite set by the board; and
disclose, in relation to each reporting period, whether such a review has taken place.
if it has an internal audit function, how the function is structure and what role it performs;
if it does not have any internal audit function, that fact and the processes it employs for
evaluating and continually improving the effectiveness of its governance, risk
management and internal control processes.
A listed entity should disclose whether it has any material exposure to environmental or
social risks and, if it does, how it manages or intends to manage those risks.
ANNUAL REPORT 2022
12
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Recommendation 8.1
No
8
The board of a listed entity should:
(a) have a remuneration committee which:
(1)
(2) is chaired by an independent director,
and disclose:
(3) the charter of that committee;
(4) the members of the committee; and
(5)
(b)
Recommendations 8.2
Yes
Recommendation 8.3
No
9
A listed entity which has an equity-based remuneration scheme should:
(a)
(b)
Principle 8 - Remunerate fairly and responsibly
has at least three members, a majority of whom are independent directors; and
in relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
if it does not have a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for directors and senior
executives and ensuring that such remuneration is appropriate and not excessive.
A listed entity should separately disclose its policies and practices regarding the
remuneration of non-executive directors and the remuneration of executive directors and
other senior executives.
have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme; and
disclose that policy or a summary of it.
ANNUAL REPORT 2022
13
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
The Board is responsible for evaluating the performance of the Board and individual Directors will be evaluated on an
annual basis, with the aid of an independent advisor, if deemed required. The Company's Corporate Governance Plan
requires the Board to disclose whether or not performance evaluations were conducted during the relevant reporting
period with details of the performance evaluations conducted will be provided in the Company's Annual Report. No
evaluation has taken place to the date of this report.
The Company has not undertaken a performance evaluation of its senior executives noting that the Company has an
entirely new board from 19 July 2022. Performance reviews will take place for senior executive roles after a reasonable
timeframe in office.
Due to the size and nature of the existing Board and the magnitude of the Company's operations, the Company does
not currently have a Nomination Committee. The full Board carries out the duties that would ordinarily be assigned to
the Nomination Committee and the Board devotes time on an annual basis to discuss Board succession issues. All
members of the Board are involved in the Company's nomination process, to the maximum extent permitted under the
Corporations Act and ASX Listing Rules.
Due to the size and nature of the existing Board and the magnitude of the Company's operations, the Company does
not currently have an Audit Committee. The full Board carries out the duties that would ordinarily be assigned to the
Audit Committee under the written terms of reference for that committee and annually to fulfilling the roles and
responsibilities associated with maintaining the Company's internal audit function and arrangements with external
auditors. All members of the Board are involved in the Company's audit function to ensure the proper maintenance of
the entity and the integrity of all financial reporting.
Due to the size and nature of the existing Board and the magnitude of the Company's operations, the Company does
not currently have a Risk Management Committee. The full Board carries out the duties that would ordinarily be
assigned to the Risk Management Committee and devotes time annually to fulfilling the rules and responsibilities
associated with overseeing risk and maintaining the entity's risk management framework and associated internal
compliance and control procedures.
Due to the magnitude of the Company's operations, the Company does not currently have an internal audit function.
The full Board has reviewed the current internal controls in place and has deemed them sufficient after consultation with
the Company's external auditors.
The Company has adopted a Board Charter which sets out the specific responsibilities of the Board, the requirements
as to the Board's composition, the roles and responsibilities of the Chairman, Company Secretary and management of
Board Committees. Directors' access to Company records and information, details of the Board's relationship with
management, details of the Board's performance review and details of the Board's disclosure policy. This policy is not
however published on the Company's website, however, this will be rectified once the Company's new website becomes
fully operational.
ANNUAL REPORT 2022
14
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CORPORATE GOVERNANCE STATEMENT
Note 8
Note 9
The Company does not currently have any equity based remuneration schemes in place.
Due to the size and nature of the existing Board and the magnitude of the Company's operations, the Company does
not currently have a Remuneration Committee. The full Board carries out the duties that would ordinarily be assigned to
the Remuneration Committee and the Board has devoted time annually to fulfilling the roles and responsibilities
associated with setting the level and composition of remuneration for Directors, ensuring that such remuneration is
appropriate and not excessive.
ANNUAL REPORT 2022
15
Managing Director
Appointed 19 July 2022
Other current directorships of listed companies
Cassius Mining Limited - appointed 8 June 2017
Former directorships of listed companies in last three years
None
Executive Chairman
Appointed 19 July 2022
Other current directorships of listed companies
Cassius Mining Limited - appointed 31 October 2014
Former directorships of listed companies in last three years
None
Non-executive Director
Appointed 19 July 2022
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
None
David Chidlow
James Arkoudis
Matthew Boysen
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
The Directors of Gladiator Resources Limited, submit herewith the financial report of Gladiator Resources Limited and its subsidiaries ("the
Group") for the year ended 30 June 2022.
General Information
Directors
The names and details of the Group's Directors in office during the financial year and until the date of this report are as follows:
Directors were in office for this entire period unless otherwise stated.
David has a very strong resource project management background over 40 years
in planning, setting up and overseeing exploration and development projects in
many different countries under extremely challenging conditions (logistically and
operationally). He has worked on international and domestic projects with many
multinational oil majors including Exxon Mobil, BP, Inpex, Oilsearch and Santos,
together with several years’ experience as Technical Director in minerals
exploration at ASX Board Level. David is a qualified Geologist and drilling
engineer. Given his readily transferable skill set, he provides a broad base of
operational and planning experience to significantly benefit Gladiator Resources in
its international and domestic exploration projects.
James has a background of over thirty successful years of commercial experience
as a solicitor. He has worked in a range of practices as well as having been in
house counsel for a large, listed property trust group, and other commercial
finance companies. James has broad experience in litigation matters and acted for
numerous corporate clients including mining companies in this regard. James has
also served as a director of several ASX listed mining companies for over the last
10 years. He has extensive mining experience both locally and in African
Jurisdictions.
Matthew is a self-made sophisticated investor owning and operating a highly
successful retail business that has and continues to experience exponential
growth on an annual basis. He has substantial marketing and communication
expertise which is reflected in his business success and a straightforward
approach to delivering a Company’s message to its market.
Communication and teamwork are his most important business traits. Matthew
has successfully invested in many exploration, energy and mining companies
during the past 20 years and understands the flexibility required in the fast-paced
environment in that ASX Mining companies operate.
ANNUAL REPORT 2022
16
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Non-executive Director
Appointed 19 July 2022
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
None
Executive Chairman
Resigned 19 July 2022
Other current directorships of listed companies
3D Resources Limited - appointed 23 July 2010
Former directorships of listed companies in last three years
None
Executive Director
Resigned 19 July 2022
Other current directorships of listed companies
Global Petroleum Limited - appointed 10 June 2016
Former directorships of listed companies in last three years
None
Non-Executive Director
Resigned 19 July 2022
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
None
Gregory Johnson
Ian Hastings
Andrew Draffin
Ian Richer
With more than 25 years of experience in the fund’s management industry, Greg
has held senior Capital Raising and client relationship roles at Macquarie,
Perpetual, and Dimensional, and has led Client Services teams at Deutsche Bank,
Credit Suisse, and Macquarie Funds Management. Greg is a qualified Director
and a member of the Australian Institute of Company Directors. His Board
experience
includes
8 years
as
an
Executive
Director of
Apostle Funds
Management (holder of an Australian Financial Services Licence) and 5 years as
a non-Executive Director of the South Sydney Rabbitohs Member Co Board, on
which he continues to serve. Greg will provide vast Financial Services experience
building relationships with existing and new investors. Building and maintaining
relationships are the core ethos of Greg’s skills.
Mr Hastings is a corporate advisor with many years' experience in the field of
finance, investment, securities markets compliance and regulation and has almost
40 years experience in the finance industry and regulatory bodies. He is a former
Member of the ASX and former Principal of several ASX Member Stock Brokers.
Mr Hastings is a Practitioner Member (Master Stockbroking) of the Stockbrokers
Association of Australia and holds a Bachelor of Commerce and Bachelor of Laws
Degrees.
Mr A Draffin is a director of the accounting firm DW Accounting & Advisory Pty Ltd.
He holds a Bachelor of Commerce and is a member of the Chartered Accountants
Australia and New Zealand. Andrew is a Director, Chief Financial Officer and
Company Secretary of listed, unlisted and private companies operating across a
broad
range
of
industries.
His
focus
is
on
financial
reporting,
treasury
management, management accounting and corporate services, areas where he
has gained over 20 years experience.
Mr Richer is an Engineer with more than 30 years' experience in operations,
project management and construction on a range of significant mining projects. He
played a role in the Goldsworthy iron ore projects, laterite nickel projects in
Indonesia and Queensland, mineral sands projects in New South Wales, titano-
magnetite mining and processing in New Zealand and various domestic and
offshore aluminium and copper - uranium projects. His technical and commercial
expertise was gained in organisations including Consolidated Goldfields, INCO,
Fluor International, Dravo Corporation and Minproc. Specific nickel sulphide
experience was gained through active involvement at Widgiemooltha. Mr Richer
has served more than 10 years as a director in banking and corporate finance,
with Chase, Societe Generale and as a consultant to the World Bank.
ANNUAL REPORT 2022
17
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Company Secretary
Shareholdings of directors and other key management personnel
David Chidlow
James Arkoudis1
Matthew Boysen
Gregory Johnson
Andrew Draffin2
Ian Hastings3
Ian Richer
Corporate Information
Corporate Structure
Principal Activities and Significant Changes in Nature of Activities
Dividends
Operating and Financial Review
Review of Operations
During previous reporting periods, these activities have been largely focused in Northern Uruguay. However, the Company had disposed of
its interest last financial year and has since acquired a 7 Prospecting Licenses in Tanzania (Uranium) to complement its Exploration Licenses
in Australia (Gold). Please refer to Review of Operations for more information.
Julian Rocket
Appointed 19 July 2022
Mr Rockett has deep corporate experience in the commercial legal advisory and
corporate secretarial space Julian is excited about taking on the role with
Gladiator.
He
has
represented
approximately
twenty-five
companies
listed
companies, the vast majority trading on the ASX.
Mr Rockett is a successful corporate lawyer who designs corporate legal
strategies. Up until late 2020, the Technical Advisory Team that he led supported
the largest corporate secretarial team that supports Australian ASX companies.
Mr Rockett is a non-executive director for several technology companies in
Australia and North America. Mr Rockett is also appointed as the responsible
person for communication with the ASX pursuant to ASX Rule 12.1.
-
-
1,000,000
-
20,400,000
-
-
During the financial year the Company progressed its Australian gold projects and also successfully acquired a flagship Uranium exploration
project in Tanzania, identified as having substantial future upside. The Board had been searching for such an opportunity for some time and
the Tanzanian Uranium project fulfilled the Board’s desire to introduce a project with medium term development upside and an exposure to
the energy market. The Company is now well positioned to profit from the worldwide move to environmentally clean energy markets and
economies ahead
The interest of each Director and any other key management personnel, directly and indirectly, in the shares and options of the Company at
the date of this report are as follows:
Ordinary Shares
Share Options
21,316,586
2,000,000
Gladiator Resources Limited is a company limited by shares that is incorporated and domiciled in Australia. Refer to Note 9 for further details
of wholly owned subsidiaries under the Company's control.
The Company continues to engage in exploration activities, focusing on under-explored mineral properties.
20,305,734
2,000,000
3,000,000
2,000,000
2Shares are held under the name of DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder.
No dividends in respect of the current financial year have been paid, declared or recommended for payment.
-
1Shares are held under the name of JSA and Associates Pty Ltd, of which Mr James Arkoudis is a director and beneficiary of the trust.
3Shares are held under the name of Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a director and shareholder.
Andrew Draffin
Resigned 19 July 2022
Mr A Draffin is a director of the accounting firm DW Accounting & Advisory Pty Ltd.
He holds a Bachelor of Commerce and is a member of the Chartered Accountants
Australia and New Zealand. Andrew is a Director, Chief Financial Officer and
Company Secretary of listed, unlisted and private companies operating across a
broad
range
of
industries.
His
focus
is
on
financial
reporting,
treasury
management, management accounting and corporate services, areas where he
has gained over 20 years experience.
ANNUAL REPORT 2022
18
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
AUSTRALIAN GOLD PROJECTS
Bendoc Gold
Table 1: Summary of significant Results: Au g/t (in order of drilling, south to north)
BCVSRC102: 21m @ 0.9g/t from 18m, inc. 6m @ 2.29 g/t from 30m inc. 1m @ 5.83 g/t from 31m
BCVSRC103: 4m @ 1.9 g/t from 25m and 1m @ 1 g/t from 56m
BCVSRC099: 5m @ 1.4 g/t from 7m, inc. 3m @ 2.14 g/t from 9m
BCVSRC100: 2m @ 1 g/t from 55m and 1m @ 2.11 g/t from 86m
BCVSRC105: 11m @ 1.3g/t from 67m, inc. 2m @ 4.97 g/t from 72m and 1m @ 7.75 g/t from 72m
BCVSRC105: 5m @ 4.15 g/t from 91m, inc. 3m @ 5.98g/t from 92m and 1m @ 8.54 g/t from 92m
BCVSRC098: 14m @ 1.1g/t from 28m, inc. 3m @ 1.96 g/t from 28m and 6m @ 1.39 g/t from 36m
BCVSRC098: 2m @ 1.35 g/t from 73m
BCVSRC096: 3m @ 1.65 g/t from 29m, inc. 1m @ 3.07 g/t from 30m
BCVSRC096: 3m @ 2.5 g/t from 50m, inc. 1m @ 5.29 g/t from 52m
BCVSRC096: 3m @ 1.42 g/t from 61m
BCVSRC096: 4m @ 2.9 g/t from 82m, inc. 1m @ 8.47 g/t from 82m
BCVSRC097: 5m @ 1.18 g/t from 4m
BCVSRC097: 8m @ 1.54 g/t from 26m
BCVSRC097: 2m @ 2.6 g/t from 55m, inc. 1m @ 4.68 g/t from 56m
BCVSRC104: 2m @ 1.4 g/t from 2m
BCVSRC104: 3m @ 2.18 g/t from 40m, inc. 1m @ 3.28 g/t from 41m
BCVSRC094: 3m @ 3.08 g/t from 73m and 1m @ 6.33 g/t from 74m
BCVSRC094: 10m @ 5.2 g/t from 85m, inc. 2m @ 18.9 g/t from 88m and 1m @ 29.3 g/t from 88m
BCVSRC106: 5m @ 0.5 g/t from 27m, inc. 1.37 g/t from 29m
Exploration License (EL006187) is in Victoria and includes the “Victoria Star” Prospect close to Bendoc. EL006187 covers the historic
Bendoc, Bonang and Clarkeville goldfields (Fig 1).
Fig 1: EL006187 (and Victoria Star Prospect) covering historic Goldfields at Bendoc
The Company completed a 13 hole (RC) drilling programme during the year with several encouraging gold intercepts (Fig 2).
ANNUAL REPORT 2022
19
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Rutherglen Gold
Marymia Gold
Exploration license E52/3104 is located at the NE end of a ~50km Greenstone Belt near Meekatharra, WA (Fig 3).
Fig 3 :Location map showing Mary Mia project
Soil samples were collected over interpreted greenstone lithologies in the northern portion of the tenement. Assay results indicate only low
level Au anomalism. With increasing focus on its other assets, internationally and domestically, the Company is assessing this non-core
tenement.
Exploration License EL006331 covers the Rutherglen and Chiltern goldfields ~30km west of Albury/Wodonga, an area well known for historic
gold production reported to be in excess of 1.45Moz.
Fig 2: Chiltern – Rutherglen Goldfield showing historical production (Canavan, 1988) within EL006331.
Gladiator exercised its option to acquire the project through the year, after completing a high-resolution aero-mag survey. It is now
considering a drilling programme to test sub-surface paleochannel mineralization after reviewing data to generate potential targets.
ANNUAL REPORT 2022
20
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
TANZANIAN URANIUM PROJECTS
-
Minjingu – (Uranium, Phosphate)
-
Liwale – (Uranium)
-
Mkuju – (Uranium) – 3 licenses
-
Foxy – (Uranium)
-
Eland – (Uranium)
Gladiator acquired a prospective Tanzanian exploration portfolio, held by its now wholly owned subsidiary in Tanzania, Zeus Resources (T)
Limited (“Zeus”). Seven licenses are held covering 1,764 km2 (Fig 4), including:
Fig 4: Zeus project locations in Tanzania
Share Purchase and Key Personnel Services Agreements were finalized for the acquisition, with milestones as described in the following
Corporate section.
Minjingu covers ~297 km2 in northern Tanzania, 106km southwest of Arusha with excellent road access. The project is part of the
East Africa Rift Valley on the eastern margin of the Tanzanian craton. The tectonics of the area are dominated by a series of NE-
SW trending rift related faults. Uranium anomalies exist and are being targeted, together with potential Phosphate presence (a
Phosphate mine exists adjacent to the Company’s license border). Drilling has already confirmed uranium mineralization.
Liwale covers ~195 km2 southern Tanzania, previously owned by Mantra Resources and Uranium One. Arrangements are
underway to secure historical exploration data.
Mkuju tenements in southern Tanzania cover ~679 km2 across 3 licenses (Grand Central, Grand Central East and Likuyu North).
The tenements at the closest point are ~30km from the world class Nyota mine. The tenements were previously owned by Uranex
Limited and Western Metals, with several Uranium anomalies identified. The Company has since confirmed Mineral Resource
Estimates at the Likuyu North deposit and the Mtonya deposit, both part of the Mkuju Project.
Foxy covers ~299 km2 in southern Tanzania, previously owned by Western Metals. Uranium anomalies have been historically
identified, with the Company planning to conduct further more-targeted scintillometer surveying and rock sampling in the near
future.
Eland covers ~295 km2 in the far south of Tanzania, previously owned by Western Metals. It is known to contain uranium
mineralisation. The Company has sourced and is reviewing historical data, with a view to planning its initial exploration programme.
ANNUAL REPORT 2022
21
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
SCHEDULE OF GLADIATOR TENEMENTS AS AT 30 JUNE 2022
Location
AUSTRALIA
Permit
Company
GLA %
Type
Expiry
Grant
Area
Commodity
EL 006187 (VIC)
Gladiator Resources Ltd
100
Exploration
16-Nov-22
17-Nov-17
220 grats
Gold
EL 006331 (VIC)
Under Transfer 22/6/22 to
Gladiator Resources Ltd*
100*
Exploration
17-Oct-26
28-Oct-16
199 grats
Gold
ES52-3104 (WA)
Gladiator Resources Ltd
100
Exploration
11-Mar-25
12-Mar-15
6 blocks
Gold
Location
TANZANIA
Permit
Company
GLA %
Type
Expiry date
Grant date
Area (km2)
Commodity
PL 11703/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
293.14
Uranium
PL 11704/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
171.19
Uranium
PL 11705/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
299.72
Uranium
PL 11706/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
298.18
Uranium
PL 11707/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
195.11
Uranium
PL 11708/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
207.82
Uranium
PL 11709/2021
Zeus Resources (T) Ltd
100
Prospecting
(Exploration)
21-Sep-25
22-Sep-21
299.7
Uranium
The Licence Permits are held by wholly owned subsidiary Zeus Resources (T) Ltd
Tenement / Lease Number
Tenement / Lease Number
ANNUAL REPORT 2022
22
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
CORPORATE
Financial Overview
Operating results for the year
Review of financial position
Summary of options on issue
24 July 2022
17 November 2023
Events after the reporting period
The Minjingu Uranium/Phosphate project is under review for potential additional drilling during the wet season (November to April), as this
license in the north of Tanzania is unaffected by the southern wet season.
The Bendoc and Rutherglen gold prospects in Victoria, Australia are undergoing current review with regard to determining their respective
forward programmes.
The loss for the Group is $793,738 (2021: loss of $309,910) which is largely consistent with expectations associated with the Group's
activities.
The net assets of the Group have increased by $1,986,506 from a net assets of $1,281,711 to a net assets of $3,268,217.
The Group's liabilities are represented solely by trade payables which will be settled on normal commercial terms.
During the year under review, there are a total of 37,250,000 unlisted options on issue.
Expiry Date
Exercise Price
Number of Options
Immediately following the end of the quarter the Company held an EGM to refresh previous approvals in connection with the issue of
milestone shares due as part of the Zeus acquisition. The milestones are set out below and it is noted that Milestone 1 has already been met.
The issue of the milestone shares is the last phase of the Tanzanian acquisition and paves the way for Board changes to introduce vendor
representation and specialist Uranium expertise to the Board.
$0.050
6,000,000
$0.015
31,250,000
37,250,000
The Gladiator board resigned, with a new experienced board formed immediately on 19 July 2022 to bring a refreshed and committed
approach to unlocking value to shareholders (ASX: 19 July 2022).
Initial exploration programmes were finalized in the Eland and Foxy Uranium prospects of southern Tanzania. Eland is already underway
(ASX:15 September 2022). Foxy will be conducted in the very near future (pre wet season start in November).
The Mkuju Uranium project data is being reviewed for post wet season (April-November) exploration programmes to potentially expand the
existing twin Mineral Resource Estimates at the Likuyu North and Mtonya deposits.
Milestone
Total Number of Shares to be
Issued
Milestone 1: Formal grant of all applications in
respect of the Tenements.
12,000,000
Milestone 2: Completion of a positive desktop study
including evaluation of all available Tenement
information from all former owners of the
Tenements.
6,000,000
Milestone 3: Identification of drill targets in each
Tenement based on the results of pitting, trenching
and sampling.
6,000,000
Total
24,000,000
ANNUAL REPORT 2022
23
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Environmental Issues
Meetings of Directors
Andrew Draffin (resigned 19 July 2022)
Ian Hastings (resigned 19 July 2022)
Ian Richer (resigned 19 July 2022)
Indemnifying Officers or Auditor
Proceedings on Behalf of Company
Non-audit Services
Auditor’s Independence Declaration
7
7
7
7
7
During the year, the Group entered into an insurance premium to insure certain officers of the Company and its controlled entities. The
officers of the Company covered by the insurance policy include the Directors named in this report.
The Directors' and Officers' Liability Insurance provides cover against all costs and expenses that may be incurred in defending civil or
criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the
Company or a related body corporate.
The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of
the liability cover and the premium paid is subject to a confidentiality clause under the insurance policy.
The Company has entered into an agreement with the Directors and certain officers to indemnify these individuals against any claims and
related expenses which arise as a result of work completed in their respective capabilities.
The Company nor any of its related bodies corporate have not provided any insurance for any auditor of the Company or a related body
corporate.
There were no non-audit services provided by the auditor during the period.
The lead auditor's independence declaration for the year ended 30 June 2022 has been received and can be found on page 29 of the
Financial Report.
Directors' Meetings
Number eligible to
Number attended
7
No person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any part of those proceedings.
The Company was not a party to any such proceedings during the year.
The Group is subject to and compliant with all aspects of environmental regulation of its exploration activities. The Directors are not aware of
any environmental law that is not being complied with.
During the financial year, 7 meetings of directors (including committees of directors) were held.
Attendances by each director during the year were as follows:
ANNUAL REPORT 2022
24
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
REMUNERATION REPORT - AUDITED
Details of directors and other key management personnel
Ian Hastings (resigned 19 July 2022)
Executive Chairman
Andrew Draffin (resigned 19 July 2022)
Executive Director
Ian Richer (resigned 19 July 2022)
Non-Executive Director
Remuneration Policy
Revenue
Net loss before tax
Net loss after tax
Share price at start of year
Share price at end of year
Dividends paid
Basic losses per share
Remuneration structure
Remuneration of Directors and Senior Management
Remuneration of Executive Directors
-
-
-
-
-
-
-
-
(0.169)
(0.107)
(0.067)
(0.063)
(0.060)
In accordance with best practice corporate governance, the structure of Non-Executive and Executive director remuneration is separate and
distinct.
The Directors (both Executive and Non-Executive) and senior management of the Company received remuneration during the year
commencing 1 July 2021 and ending 30 June 2022 based on the following agreements:
Objective
The Board aims to reward Executive Directors with a level and mix of remuneration commensurate with their position and responsibilities
within the Company and so as to:
reward Executives for Company, business unit and individual performance against targets set by reference to appropriate
benchmarks;
align the interest of Executive Directors with those of shareholders;
link reward with the strategic goals and performance of the Company; and
ensure total remuneration is competitive by market standards
(1,122,346)
(755,659)
(432,387)
Directors and other key management personnel of the Group during and since the end of the financial year are as follows:
The Company's remuneration policy has been designed to align Director and Executive objectives with shareholder and business objectives
by providing remuneration packages comprising of a fixed remuneration component. The Board believes the remuneration policy for its
Directors and senior management to be appropriate and effective to attract and retain people with the necessary qualifications, skills and
experience to assist the company in achieving its desired results. Due to the size of the company, a remuneration committee has not been
formed.
This remuneration report, which forms part of the Directors' report, sets out information about the remuneration of the Group's Directors and
other key management personnel for the year ended 30 June 2022. The prescribed details for each person covered by this report are
detailed below.
$0.015
-
-
-
(793,738)
(309,910)
$0.015
$0.001
$0.001
$0.005
The new board members appointed on 19 July 2022 did not receive any remuneration during the financial year ended 30 June 2022.
$0.001
$0.005
$0.002
Remuneration is reviewed on an annual basis, taking into consideration a number of performance indicators. While no performance based
remuneration component has been built into Director and senior management remuneration packages, it is envisaged that as the Company
further progresses, consideration will be given to this component of remuneration.
The Group's earnings and movements in shareholders' wealth for five years to 30 June 2022 are detailed in the following table:
30 June 2022
30 June 2021
30 June 2020
30 June 2019
30 June 2018
(793,738)
(309,910)
(1,122,346)
(755,659)
(432,387)
-
-
$0.015
$0.001
-
ANNUAL REPORT 2022
25
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Remuneration of Non-Executive Directors
Group KMP
Ian Hastings (resigned 19 July 2022)
Executive Director
No fixed term
Andrew Draffin (resigned 19 July 2022)
Executive Director
No fixed term
Ian Richer (resigned 19 July 2022)
Non-Executive Director
No fixed term
Remuneration of Directors and Other Key Management Personnel (KMP) for the Year Ended 30 June 2022
Group KMP
204,909
-
-
204,909
-
79,511
-
34,195
117,602
117,602
-
31,408
36,727
36,727
-
13,908
50,580
50,580
In determining the level and make-up of Executive Director remuneration, the Board considers external reports on market levels of
remuneration for comparable executive roles. It is the Board's policy that employment contracts are entered into with all senior Executive
Directors.
Position Held as at 30 June 2022
$
$
$
$
$
$
Contract details (duration & termination)
Short-term Benefits
Salaries, fees and
leave
Post employment
Superannuation
Share based
payment shares
Total
Share based
payments
Amount owing
as at 30 June
2022
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors
is reviewed annually. The Board considers advice from external consultants as well as the fees paid to Non-Executive Directors of
comparable companies when undertaking the annual review process.
Structure
Andrew Draffin
(resigned 19 July
2022)
The Non-Executive Directors are paid a set amount per year. The Non-Executive Directors may receive consultant's fees through related
entities for services rendered on a commercial basis.
Ian Hastings
(resigned 19 July
2022)
Ian Richer
(resigned 19 July
2022)
Two Executive Directors were engaged by the Company during or since the end of the financial year.
Objective
The Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain Non-Executive
Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to
time by a general meeting of the Company's shareholders. An amount not exceeding the amount determined is then divided between the
Directors as agreed whilst maintaining a surplus amount that can be attributable to further Non-Executive Directors should they be appointed
at any time. The current aggregate remuneration amount is $250,000.
ANNUAL REPORT 2022
26
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Remuneration of Directors and Other Key Management Personnel (KMP) for the Year Ended 30 June 2021
Group KMP
Andrew Draffin
Ian Hastings
Ian Richer
Shares options granted to directors and executives
Group KMP
Andrew Draffin1
Ian Hastings2
Ian Richer
Transactions with related parties:
i.
Director related entities
Company Secretarial fees payable to DW Accounting & Advisory Pty Ltd,
of which Mr Andrew Draffin is a director and shareholder
25,000
20,000
Accounting fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder
42,000
40,000
Consulting fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder.
25,000
-
Consulting fees payable to Tomik Nominees Pty Ltd, of which Mr Ian
Hastings is a director and shareholder.
50,000
-
Consulting fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a
director and shareholder.
20,000
-
$
$
Directors' fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder.
50,580
36,000
Directors' fees payable to Tomik Nominees Pty Ltd, of which Mr Ian
Hastings is a director and shareholder.
117,602
96,000
Directors' fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a
director and shareholder.
36,727
24,000
2,000,000
2,000,000
2,000,000
6,000,000
1Options are held under DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder.
2Options are held under the name of Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a director and shareholder.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other
parties unless otherwise stated.
The following transactions occurred with related parties:
2022
2021
156,000
-
-
156,000
-
54,420
No options were granted to directors and executives during the financial year. (2021: nil)
Table below shows the unlisted options held by directors and executives. All options have an expiry date of 24 July 2022 and exercise price
of $0.05.
Options Granted
96,000
-
-
96,000
-
26,400
24,000
-
-
24,000
-
8,000
$
$
$
$
$
$
36,000
-
-
36,000
-
20,020
Short-term Benefits
Salaries, fees and
leave
Post employment
Superannuation
Share based
payment shares
Total
Share based
payments
Amount owing
as at 30 June
2021
ANNUAL REPORT 2022
27
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
ii.
Reimbursement Transactions with related parties
iii.
Amounts payable to related parties
This concludes the remuneration report, which has been audited
On behalf of the Directors
David Chidlow
Director
Reimbursement of business expenses incurred by the Company and
initially settled by DW Accounting & Advisory Pty Ltd, of which Mr
Andrew Draffin is a director and shareholder. All expenses were incurred
on an arm's length basis.
32,695
22,717
Reimbursement of business expenses incurred by the Company and
initially settled by Ian Hastings. All expenses were incurred on an arm's
length basis.
2,259
-
2022
2021
2022
2021
$
$
$
$
The Directors' Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors made
pursuant to s.298(2) of the Corporations Act 2001.
DW Accounting & Advisory Pty Ltd
34,195
20,020
Tomik Nominees Pty Ltd
31,408
26,400
Anycall Pty Ltd
13,908
8,000
79,511
54,420
ANNUAL REPORT 2022
28
AUDITOR’S
INDEPENDENCE
DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF GLADIATOR RESOURCES LTD
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2022 there have been:
(i)
no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii)
no contraventions of any applicable code of professional conduct in relation to the audit.
MORROWS AUDIT PTY LTD
I.L. JENKINS
Director
Melbourne:
30 September 2022
2022
2021
Note
$
$
Continuing operations
Other income
-
106,420
Audit expenses
(25,303)
(21,700)
Accounting expenses
(65,302)
(40,875)
Company secretarial fees
(25,000)
(20,000)
Consultancy fees
(161,320)
(30,000)
Directors' benefits expense
(187,484)
(156,000)
Exploration expenditure written off
(3,461)
(9,053)
Fees and permits
(8,135)
(6,762)
Insurance
(37,201)
(22,408)
Legal costs
(141,697)
(11,980)
Rent and outgoings
-
(1,500)
Share registry maintenance fees
(13,819)
(21,626)
Travel and accomodation
(29,431)
-
Other expenses
(95,585)
(74,426)
Loss before income tax
(793,738)
(309,910)
Tax expense
3
-
-
Net loss for the year
(793,738)
(309,910)
Other comprehensive income:
Items that will be reclassified subsequently to profit or loss when
specific conditions are met:
Exchange differences on translating foreign operations, net of tax
3
37,229
-
37,229
-
Total other comprehensive income/(loss) for the year
37,229
-
Total comprehensive income for the year
(756,509)
(309,910)
Earnings per share
From continuing and discontinued operations:
Basic and diluted loss per share (cents)
6
(0.17)
(0.11)
The accompanying notes form part of these financial statements.
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2022
Consolidated Group
ANNUAL REPORT 2022
30
2022
2021
Note
$
$
Assets
Current Assets
Cash and cash equivalents
7
1,450,959
941,733
Trade and other receivables
8
33,305
15,172
Other assets
13
55,707
227,289
Total Current Assets
1,539,971
1,184,194
Non-Current Assets
Plant and Equipment
10
1,016
-
Exploration expenditure
11
1,765,354
244,031
Intangible assets
9,12
168,452
-
Total Non-Current Assets
1,934,822
244,031
Total Assets
3,474,793
1,428,225
Liabilities
Current Liabilities
Trade and other payables
14
206,576
146,514
Total Current Liabilities
206,576
146,514
Total Liabilities
206,576
146,514
Net Assets
3,268,217
1,281,711
Equity
Issued capital
15
25,867,006
23,349,800
Reserves
21
263,038
-
Retained earnings
(22,861,827)
(22,068,089)
Total Equity
3,268,217
1,281,711
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Consolidated Group
The accompanying notes form part of these financial statements.
ANNUAL REPORT 2022
31
Share
Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Option
Reserve
Total
$
$
$
$
$
21,581,003
(21,758,179)
-
-
(177,176)
-
(309,910)
-
-
(309,910)
-
(309,910)
-
-
(309,910)
1,900,275
-
-
-
1,900,275
(131,478)
-
-
-
(131,478)
1,768,797
-
-
-
1,768,797
23,349,800
(22,068,089)
-
-
1,281,711
23,349,800
(22,068,089)
-
-
1,281,711
-
(793,738)
-
-
(793,738)
-
-
37,229
-
37,229
-
(793,738)
37,229
-
(756,509)
2,875,015
-
-
-
2,875,015
(357,809)
-
-
-
(357,809)
-
-
-
225,809
225,809
2,517,206
-
-
225,809
2,743,015
25,867,006
(22,861,827)
37,229
225,809
3,268,217
The accompanying notes form part of these financial statements.
Reserve
Balance at 30 June 2021
Loss for the year
Balance at 30 June 2022
Total comprehensive income for the year
Shares issued during the year
Transactions with owners, in their capacity
as owners, and other transfers
Transactions with owners, in their capacity
as owners, and other transfers
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022
Balance at 1 July 2020
Consolidated Group
Total transactions with owners and other
Options issued during the year
Comprehensive income
Total comprehensive income for the year
Shares issued during the year
Total transactions with owners and other
Transaction costs net of tax
Balance at 1 July 2021
Comprehensive income
Loss for the year
Other comprehensive income for the year
Transaction costs net of tax
ANNUAL REPORT 2022
32
Note
2022
2021
$
$
Cash Flows from Operating Activities
Payments to suppliers and employees
(759,654)
(769,850)
Net cash generated by operating activities
17a
(759,640)
(769,850)
Cash Flows from Investing Activities
Payments for exploration expenditure
(664,271)
(195,014)
Payments for exclusive option to purchase tenement licenses
-
(75,000)
Loans to subsidiary prior to acquisition*
(742,599)
-
Net cash (used in)/generated by investing activities
(1,406,870)
(270,014)
Cash Flows from Financing Activities
Proceeds from issue of shares
2,400,000
1,900,276
Proceeds from exercise of options
396,875
-
Transaction costs
(132,000)
(131,478)
Net cash provided by (used in) financing activities
2,664,875
1,768,798
Net increase in cash held
498,365
728,934
Cash and cash equivalents at beginning of financial year
941,733
212,799
Cash acquired from acquisition of subsidiary
10,875
-
Effect of exchange rates on cash holdings in foreign
currencies
-
-
Cash and cash equivalents at end of financial year
7
1,450,973
941,733
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 87 604 871 712
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2022
Consolidated Group
The accompanying notes form part of these financial statements.
* The loans to subsidiary prior to acquisition were spent by the subsidiary (Zeus Resources (T) Limited) prior to the
deemed acquisition date of 24 May 2022, on a combination of exploration activities (approximately $650,000) and
overhead expenses.
ANNUAL REPORT 2022
33
(a)
(b)
Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded would result in
financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian
Accounting Standards ensures that the financial statements and notes also comply with the International Financial Reporting Standards.
These financial statements also comply with the International Financial Reporting Standards issued by the International Accounting Standards
Board (IASB). Material accounting policies adopted in the preparation of financial statements are presented
below and have been
consistently applied unless stated otherwise.
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
The Directors of Gladiator Resources Limited and its subsidiaries ("the Group") submit herewith the annual report of the Group for the
financial year ended 30 June 2022. The separate financial statements of the parent entity, Gladiator Resources Limited, have not been
presented within this financial report as permitted by the Corporations Act 2001. Refer to Note 2 for the Parent information.
Summary of Significant Accounting Policies
Note 1
Basis of Preparation
The financial statements were authorised for issue on 30 September 2022 by the directors of the company.
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are
recognised outside profit or loss or arising from a business combination.
The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001. The Group is a for-profit entity for financial purposes under the Australian Accounting Standards.
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Gladiator Resources Limited ("Company"
or "Parent entity") as at 30 June 2022 and the results of all subsidiaries for the year then ended. Gladiator Resources Limited and its
subsidiaries together are referred to in these financial statements as the 'consolidated group'. A list of controlled entities is contained in
Note 9 to the financial statements.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated group.
Income Tax
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the
loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value
of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other
comprehensive income, statement of financial position and statement of changes in equity of the consolidated group. Losses incurred by
the consolidated group are attributed to the non-controlling interest in full, even if that results in a deficit balance.
Where the consolidated group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities
(assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax
laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax
losses.
ANNUAL REPORT 2022
34
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
-
-
(c)
is not a business combination; and
A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises
from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business
combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is
no effect on accounting or taxable profit or loss.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax
assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not
probable that the reversal will occur in the foreseeable future.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount
from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's
employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining
recoverable amounts.
Each class of plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and
impairment losses.
The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an
appropriate proportion of fixed and variable overheads.
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated
on a straight-line basis over the asset’s useful life to the Consolidated Group commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter of either the unexpired term of the lease or the estimated useful lives of the
improvements.
Depreciation
Plant and equipment
Plant and Equipment
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other
repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.
Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated
impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying
amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss. A
formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(k) for details of impairment).
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the
liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount
of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items
of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the
carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity
in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over
time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of
such property will be recovered entirely through use.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that
future taxable profit will be available against which the benefits of the deferred tax asset can be utilised, unless the deferred tax asset
relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that:
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset
where: (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of
deferred tax assets or liabilities are expected to be recovered or settled.
ANNUAL REPORT 2022
35
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
(d)
(e)
Costs of site restoration are provided for over the life of the project from when exploration commences and are included in the costs of
that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal,
and rehabilitation of the site in accordance with local laws and regulations and clauses of the permits. Such costs have been determined
using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration, there is
uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs
have been determined on the basis that the restoration will be completed within one year of abandoning the site.
Leases (the Group as lessee)
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to capitalise costs in relation to
that area.
20%
Computer Equipment
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Exploration, evaluation and development expenditures incurred are capitalised in respect of each identifiable area of interest. These
costs are only capitalised to the extent that they are expected to be recovered through the successful development of the area or where
activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable
reserves.
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a
corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-
term leases (lease with remaining lease term of 12 months or less) and leases of low- value assets are recognised as an operating
expense on a straight-line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease
payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the
incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
– fixed lease payments less any lease incentives;
– variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
– the amount expected to be payable by the lessee under residual value guarantees;
– the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
– lease payments under extension options, if lessee is reasonably certain to exercise the options; and
– payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset
Depreciation Rate
The Group as lessee
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Exploration and Development Expenditure
Accumulated costs in relation to an abandoned area are written off in full against profit or loss in which the decision to abandon the area
is made.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised
in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts
included in the revaluation surplus relating to that asset are transferred to retained earnings.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to
the rate of depletion of the economically recoverable reserves.
ANNUAL REPORT 2022
36
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
(f)
—
—
—
—
—
—
—
—
Classification and Subsequent Measurement
Financial liabilities
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument.
For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is
adopted).
fair value through profit or loss.
A financial liability is measured at fair value through profit and loss if the financial liability is:
a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies;
held for trading; or
initially designated as at fair value through profit or loss.
All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in
profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is
the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at
initial recognition.
Financial instruments are subsequently measured at:
amortised cost; or
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component
or if the practical expedient was applied as specified in AASB 15.63.
Recognition and Initial Measurement
Financial Instruments
Financial instruments (except for trade receivables) are initially measured at fair value plus transactions costs except where the
instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately.
Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are
adopted.
The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments
made at or before the commencement date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is
at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease
transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase
option, the specific asset is depreciated over the useful life of the underlying asset.
The change in fair value of the financial liability attributable to changes in the issuer's credit risk is taken to other comprehensive
income and is not subsequently reclassified to profit or loss. Instead, the change in credit risk is transferred to retained earnings
upon derecognition of the financial liability. If taking the change in credit risk in other comprehensive income enlarges or creates an
accounting mismatch, then these gains or losses should be taken to profit or loss rather than other comprehensive income.
A financial liability cannot be reclassified.
it is incurred for the purpose of repurchasing or repaying in the near term;
part of a portfolio where there is an actual pattern of short-term profit taking; or
a derivative financial instrument (except for a derivative that is in a financial guarantee contract or a derivative that is in a effective
hedging relationships).
Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a
designated hedging relationship.
A financial liability is held for trading if:
ANNUAL REPORT 2022
37
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
—
—
—
—
—
—
—
—
—
—
—
—
fair value through other comprehensive income; or
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other
comprehensive income are subsequently measured at fair value through profit or loss.
Financial assets are subsequently measured at:
amortised cost;
Financial assets
Measurement is on the basis of two primary criteria:
the contractual cash flow characteristics of the financial asset; and
the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding on specified dates;
the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the
financial asset.
the financial asset is managed solely to collect contractual cash flows; and
A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income:
The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial
classification and is irrevocable until the financial asset is derecognised.
it is in accordance with the documented risk management or investment strategy, and information about the groupings was
documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial
assets can be managed and evaluated consistently on a fair value basis;
it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that
would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases;
The Company initially designates a financial instrument as measured at fair value through profit or loss if:
fair value through profit or loss.
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding on specified dates.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires). An
exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a
financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any
non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way
that all the risks and rewards of ownership are substantially transferred.
it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the
contract.
ANNUAL REPORT 2022
38
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss
previously accumulated in the investment revaluation reserve is reclassified to profit or loss.
the right to receive cash flows from the asset has expired or been transferred;
all risk and rewards of ownership of the asset have been substantially transferred; and
the Company no longer controls the asset (i.e. the Company has no practical ability to make a unilateral decision to sell the asset to
a third party).
On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss.
All of the following criteria need to be satisfied for derecognition of financial asset:
the simplified approach
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires the recognition
of lifetime expected credit loss at all times. This approach is applicable to:
trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with
Customers and which do not contain a significant financing component; and
General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are credit-impaired, and if:
the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the loss allowance
of the financial instruments at an amount equal to the lifetime expected credit losses; or
there is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial
instrument at an amount equal to 12-month expected credit losses.
On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the
cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred
to retained earnings.
Impairment
The Group recognises a loss allowance for expected credit losses on:
loan commitments that are not measured at fair value through profit or loss; and
financial guarantee contracts that are not measured at fair value through profit or loss.
Loss allowance is not recognised for:
financial assets measured at fair value through profit or loss; or
equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss
is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original
effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
the general approach; and
financial assets that are measured at amortised cost or fair value through other comprehensive income;
lease receivables;
contract assets (e.g. amounts due from customers under construction contracts);
lease receivables.
In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to
an expected credit loss (i.e. diversity of customer base, appropriate groupings of historical loss experience, etc.).
ANNUAL REPORT 2022
39
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
(g)
(h)
(i)
Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of the Company is the currency of the primary economic environment in which that entity operates. The financial
statements are presented in Australian dollars, which is the Company’s functional currency.
Where it is not possible to estimate the recoverable amount of an individual asset, the entity estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Investments in Associates
An associate is an entity over which the company has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the entity but is not control or joint control of those policies. Investments in associates are accounted for
in the financial statements by applying the equity method of accounting, whereby the investment is initially recognised at cost (including
transaction costs) and adjusted thereafter for the post-acquisition change in the company’s share of net assets of the associate. In
addition, the Company’s share of the profit or loss and other comprehensive income is included in the financial statements.
The carrying amount of the investment includes, when applicable, goodwill relating to the associate. Any discount on acquisition,
whereby the Company’s share of the net fair value of the associate exceeds the cost of investment, is recognised in profit or loss in the
period in which the investment is acquired.
Impairment of Assets
At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. The
assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries,
associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on
the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in
use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in
profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the
revaluation model in AASB 116: Property, Plant and Equipment ). Any impairment loss of a revalued asset is treated as a revaluation
decrease in accordance with that other Standard.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for
use.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so 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 (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
Profits and losses resulting from transactions between the Company and the associate are eliminated to the extent of the Company’s
interest in the associate.
When the Company’s share of losses in an associate equals or exceeds its interest in the associate, the Company discontinues
recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the
associate. When the associate subsequently makes profits, the Company will resume recognising its share of those profits once its share
of the profits equals the share of the losses not recognised.
The requirements of AASB 128: Investments in Associates and Joint Ventures and AASB 9: Financial Instruments are applied to
determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate or a joint
venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with
AASB 136: Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs
of disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal
of that impairment loss is recognised in accordance with AASB 136 to the extent that the recoverable amount of the investment
subsequently increases.
ANNUAL REPORT 2022
40
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
—
—
—
(j)
(k)
(l)
Transaction and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical
cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at
the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange differences that arise
from net investment hedges.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the
extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in
the profit or loss.
The Company
The financial results and position of foreign operations whose functional currency is different from the entity’s presentation currency are
translated as follows:
income and expenses are translated at exchange rates on the date of transaction; and
all resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in
other comprehensive income and included in the foreign currency translation reserve in the statement of financial position and allocated
to non-controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss in the period in
which the operation is disposed of.
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that
an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions
assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards
of ownership of the goods and the cessation of all involvement in those goods.
Interest revenue is recognised using the effective interest method.
Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint
ventures are accounted for in accordance with the equity method of accounting. The carrying amount of the investment in the associate
must be decreased by the amount of dividends received or receivable from the associate.
Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the
end of the reporting period where the outcome of the contract can be estimated reliably. Stage of completion is determined with
reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be
estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and deposits available on demand with banks.
Revenue and Other Income
Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and
volume rebates allowed. When the inflow of consideration is deferred it is treated as the provision of financing and is discounted at a rate
of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and
the amount ultimately received is interest revenue.
ANNUAL REPORT 2022
41
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
(m)
(n)
(o)
(p)
(q)
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial
statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum
comparative financial statements is presented.
Critical Accounting Estimates and Judgements
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any provision for impairment. Refer to Note 1(f) for further discussion on the determination of impairment losses.
Trade and Other Payables
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the
reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the
liability. Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective
interest method.
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current
financial year.
Finance income is recognised on a straight-line basis over the period of the lease term so as to reflect a constant periodic rate of return
on the net investment.
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 (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or
payable to, the ATO is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to
suppliers.
Trade and Other Receivables
Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of
business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All
other receivables are classified as non-current assets.
Comparative Figures
The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best
available current information. Estimates assume a reasonable expectation of future events and are based on current trends and
economic data, obtained both externally and within the company.
ANNUAL REPORT 2022
42
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 1: Summary of Significant Accounting Policies (continued)
Key Judgements
(r)
Exploration and Evaluation Expenditure
Exploration expenditures incurred are capitalised in respect of each identifiable area of interest. These costs are only capitalised to the
extent that they are expected to be recovered through the successful development of the area or where activities in the area have not yet
reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to a relinquished area are written off in full against the profit or loss in the year in which the decision to
abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest will be amortised over the life of the area according
to the rate of depletion of the economically recoverable reserves.
The Directors have prepared a cashflow forecast for the next 12 months based on best estimates of future inflows and outflows of cash
to support the Group's ability to continue as a going concern. The Directors are confident that they can raise capital when required as
they have been successful in the past.
Going Concern
The financial report have been prepared on the going concern basis, which contemplates the continuity of normal business activity and
the realisation of assets and settlement of liabilities in the ordinary course of business.
The Group generated a loss of $793,738 (2021: loss of $309,910) and net cash outflows from the operating activities of $784,704 (2021:
outflows of 769,850) for the year ended 30 June 2022. As of that date, the Group had net assets of $3,268,217 (2021: net assets of
$1,281,711). These conditions indicate a material uncertainty that may cast significant doubt concerning the ability of the Group to
continue as a going concern.
ANNUAL REPORT 2022
43
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
Statement of Financial Position
Assets
Current Assets
1,534,500
1,008,774
Non-current Assets
1,922,467
406,390
Total Assets
3,456,967
1,415,164
Liabilities
Current Liabilities
181,610
146,512
Non-current Liabilities
-
-
Total Liabilities
181,610
146,512
Net Assets
3,275,357
1,268,652
Equity
Issued Capital
25,867,006
23,349,800
Accumulated losses
(22,817,458)
(22,081,148)
Reserves
225,809
-
Total Equity
3,275,357
1,268,652
Statement of Profit or Loss and Other Comprehensive Income
Loss for the year
(736,310)
(310,872)
Other comprehensive income
-
Total comprehensive income
(736,310)
(310,872)
Contingent liabilities
2022
2021
Note
$
$
(a)
—
(198,435)
(80,577)
—
198,435
80,577
-
-
Nil
Nil
Balance of franking account at year end
Note 2
consolidated group
Income tax attributable to entity
Deferred tax not brought to account
Add:
Tax effect of:
The prima facie tax on profit from ordinary activities before income tax is
reconciled to income tax as follows:
Prima facie tax payable on profit from ordinary activities before income tax at
25% (2021: 26%)
The following information has been extracted from the books and records of the financial
information of the parent entity set out below and has been prepared in accordance with
Australian Accounting Standards.
Consolidated Group
Note 3
Tax Expense
Gladiator Resources Limited has no contingent liabilities at the date of this report.
Parent Information
ANNUAL REPORT 2022
44
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 3: Tax Expense (continued)
2022
2021
Note
$
$
(b)
Tax losses
Unused tax losses for which no deferred tax asset has been recognised
3,157,748
2,364,010
-
-
-
2022
2021
Note
$
$
(c)
Tax losses
(Loss) from continuing operations
(793,738)
(309,910)
Income tax (benefit) calculated at 25%
(198,435)
(80,577)
Effect of non-deductible/(deductible) expenses
(219,116)
(44,660)
Effect of unused tax losses and tax offsets not recognised as deferred tax
417,551
125,237
Income tax attributable to entity
-
-
2022
2021
$
$
Short-term employee benefits
204,909
156,000
204,909
156,000
2022
2021
$
$
Remuneration of the auditor, of the respective company and its subsidiaries, for:
—
22,900
21,700
—
2,403
-
25,303
21,700
other matters
Note 5
Note 4
Key Management Personnel Compensation
Total KMP compensation
Auditor’s Remuneration
auditing or reviewing the financial statements
The totals of remuneration paid to KMP of the company and the Group during the year are as follows:
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the
Group’s key management personnel (KMP) for the year ended 30 June 2022.
Consolidated Group
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at
30 June 2022 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this
point in time. These benefits will only be obtained if:
the company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the
deductions for the loss and exploration expenditure to be realised;
the company continues to comply with conditions for deductibility imposed by law; and
no changes in tax legislation adversely affect the company in realising the benefit from the deductions for the loss and
exploration expenditure.
Consolidated Group
The prima facie tax on profit from ordinary activities before income tax is
reconciled to income tax as follows:
Consolidated Group
ANNUAL REPORT 2022
45
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
(a)
(793,738)
(309,910)
(793,738)
(309,910)
No.
No.
(b)
468,514,082 290,822,296
468,514,082 290,822,296
(0.17)
(0.11)
Note
2022
2021
$
$
1,450,959
941,733
-
-
17
1,450,959
941,733
1,450,959
941,733
1,450,959
941,733
2022
2021
$
$
—
33,305
15,172
33,305
15,172
Credit risk
2022
2021
(a)
Financial Assets Measured at Amortised Cost
Note
$
$
Trade and other Receivables
— Total current
33,305
15,172
— Total non-current
-
-
Total financial assets measured at amortised cost
20
33,305
15,172
Earnings per Share
Total current trade and other receivables
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those
receivables specifically provided for and mentioned within Note . The class of assets described as Trade and Other Receivables is considered
to be the main source of credit risk related to the Group.
Other receivables
Note 6
Reconciliation of earnings to profit or loss
Current
Earnings per share
Note 7
Earnings used in the calculation of dilutive EPS
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS
Cash and Cash Equivalents
Weighted average number of ordinary shares outstanding during the year
used in calculating dilutive EPS
Trade and Other Receivables
Note 8
Cash and cash equivalents
Loss
Reconciliation of cash
Short-term bank deposits
Cash at bank and on hand
Consolidated Group
Consolidated Group
Cash and cash equivalents at the end of the financial year as shown in the
statement of cash flows is reconciled to items in the statement of financial position
as follows:
Consolidated Group
Consolidated Group
GST/VAT receivables
ANNUAL REPORT 2022
46
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(a)
Information about Principal Subsidiaries
2022
(%)
2021
(%)
100%
100%
100%
100%
100%
100%
100%
-
(b)
Significant Restrictions
(c)
Acquisition of Controlled Entities
Fair value
$
Purchase Consideration
-
Fully paid ordinary shares (i)
78,140
78,140
Less:
Cash and cash equivalents
10,875
Capitalised exploration expenditure
644,858
Plant and Equipment
994
Trade and other payables
(4,260)
Loans
(742,779)
Identifiable assets acquired and liabilities assumed
(90,312)
Goodwill provisionally accounted for
168,452
(i)
Ownership interest held
by the Group
On 24 May 2022, the Company announced it has received stamping of share transfers enabling the completion of the acquisition of
100% of the issued capital of Zeus.
The total acquisition price of $78,140. This was satisfied via the issuance of 6,000,000 fully paid ordinary shares at $0.013 per share.
Australia
Ion Resources Pty Ltd
Ferrous Resources Pty Ltd
Australia
Zeus Resources (T) Limited
Principal place of
business
Ecochar Pty Ltd
Australia
On 12 September 2021, the Company entered into a Share Purchase Agreement with Zeus Resources (T) Limited ("Zeus") and the
existing shareholders of Zeus to acquire 100% of the issued share capital of Zeus, together with a Services Agreement with Zeus'
Managing Director Mr Peter Tsegas to issue Milestone Shares subsequent to the achievement of certain outcomes.
Tanzania
Interests in Subsidiaries
The consideration paid to acquire Zeus Resources (T) Limited includes 6,000,000 fully paid ordinary shares issued in the Group.
The fair value of the shares in the Group has been determined based on the current market price of the shares at the date of
acquisition.
At 30 June 2022, other than milestone payments as disclosed in the Directors' Report, there were no outstanding amounts payable
to the vendors of Zeus Resources (T) Limited.
Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the
same reporting date as the Group’s financial statements.
There are no significant restrictions over the Group's ability to access or use assets and settle liabilities, of the Group.
Name of subsidiary
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the
Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary’s principal place of business is
also its country of incorporation.
Note 9
ANNUAL REPORT 2022
47
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
1,016
-
-
-
1,016
-
1,016
-
(a)
Computer
Equipment
Total
$
$
-
-
Acquisitions through business combinations
994
994
-
22
22
1,016
1,016
2022
2021
$
$
Non-Current
Mineral exploration and evaluation expenditure
Balance at beginning of year
244,031
72,259
Current year expenditure capitalised
462,330
171,772
Additions through business combinations
644,858
-
Transfer in- Acquisition of Bendoc and Rutherglen exploration licences
400,000
-
Movement in foreign exchange
14,135
-
1,765,354
244,031
-
-
-
During the financial year, the Company completed its acquisition of Rutherglen Gold Project and Bendoc Gold Project.
Consolidated Group
Consolidated Group
The value of the Company's interest in exploration expenditure is dependent upon the:
continuance of the economic entity's right to tenure to the areas of interest;
the results of future exploration; and
the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale.
Movements in Carrying Amounts
Balance at 30 June 2022
Property, Plant and Equipment
Note 10
PLANT AND EQUIPMENT
Consolidated Group:
Balance at end of year
The $445,317 capitalised exploration expenditure relates to the Marymia Project in Western Australia and the two option agreements that
granted the Company a 12 month window to assess more fully the potential of the Rutherglen Gold Project and the Bendoc Gold Project and
Zeus. In addition, $17,013 capitalised exploration expenditure relates to amounts spend by the Company on the Zeus tenements since the
acquisition of Zeus on 28 May 2022.
Accumulated depreciation
Note 11
Exploration Expenditure
Computer Equipment
At cost
Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current
financial year.
Total plant and equipment
Balance at 1 July 2021
Depreciation expense
Movement in foreign currency
ANNUAL REPORT 2022
48
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 11: Exploration Expenditure (continued)
Impairment Indicators
-
-
-
-
-
-
2022
2021
$
$
168,452
-
-
-
168,452
-
168,452
-
Goodwill
Total
$
$
-
-
168,452
168,452
168,452
168,452
Please refer to Note 9(c) for further details on goodwill.
Ultimate recovery of deferred exploration and evaluation costs is dependent upon the success of pre-feasibility studies, exploration and
evaluation or sale or farm-out of the exploration interest. Broadly, the Company has three cost centres, Corporate, Pre-feasibility and
Exploration. Where identifiable, costs associated with the Pre-feasibility and Exploration cost centres are capitalised. These costs are annual
reviewed for impairment and a charge is made direct to the Statement of profit or loss and other comprehensive income of the Company
where an impairment is identified.
The Group has reviewed all of its tenements and has only carried forward the expenses on the tenements that give rise to a potential
economic benefit to the Company through development or exploration.
The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near
future, and is not expected to be renewed;
Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor
planned;
Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable
quantities of mineral resources and the entity has decided to discontinue such activities in the specific area;
Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the
exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale;
Evidence is available of obsolescence or physical damage of an asset;
Intangible Assets
Note 12
Cost
Consolidated Group
Goodwill
Net carrying amount
Accumulated impairment losses
Consolidated Group:
Balance at the beginning of the year
Additions
Total intangible assets
Closing value at end of the year
Year ended 30 June 2022
The net assets of the Group exceeds its market capitalisation.
ANNUAL REPORT 2022
49
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
35,707
24,401
20,000
27,888
Exclusive options to purchase Bendoc and Rutherglen licences paid
-
175,000
55,707
227,289
Total Other Assets
Current
55,707
227,289
Non-Current
-
-
55,707
227,289
2022
2021
$
$
80,156
101,312
126,420
45,202
206,576
146,514
2022
2021
$
$
(a)
Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables
— Total current
206,576
146,514
— Total non-current
-
-
Financial liabilities as trade and other payables
206,576
146,514
Consolidated Group
Consolidated Group
Note 14
Trade and Other Payables
Prepayments
Consolidated Group
Unsecured liabilities
Note 13
Other Assets
Sundry payables and accrued expenses
Trade payables
Current
Current
Deposits paid
ANNUAL REPORT 2022
50
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
25,867,006
23,349,800
25,867,006
23,349,800
(`)
No.
$
No.
$
361,044,904
23,349,800 2,001,834,171
21,581,003
161,125,000
2,875,015 661,261,226
1,900,276
-
- (2,302,050,493)
-
-
(357,809)
-
(131,478)
522,169,904
25,867,006 361,044,904
23,349,800
On 24 January 2022, the Company issued 40,000,000 fully paid ordinary shares raising a total of $1,200,000.
On 28 January 2022, the Company issued 5,000,000 fully paid ordinary shares as satisfaction of the acquisition of Bendoc Gold. Shares
were issued at $0.03 per share. No cash was raised.
On 25 May 2022, the Company issued 6,000,000 fully paid ordinary shares as satisfaction of the acquisition of Zeus Resources (T)
Limited. Shares were issued at $0.013 per share. No cash was raised.
On 30 June 2022, the Company issued 5,000,000 fully paid ordinary shares as satisfaction of the acquisition of Rutherglen Gold. Shares
were issued at $0.01 per share. No cash was raised.
During the financial year, 25,125,000 fully paid ordinary shares were issued as the result of the exercise of unlisted options, raising a total
of $396,875.
At the end of the reporting period
On 18 August 2021, the Company issued 80,000,000 fully paid ordinary shares raising a total of $1,000,000.
At the beginning of the reporting period
Shares issued during the year
Shares consolidated during the reporting period
Less: Transaction costs
Note 15
522,169,904 fully paid ordinary shares (2021: 361,044,904)
The Group has authorised share capital amounting to 522,169,904 ordinary shares.
Consolidated Group
Ordinary Shares
2022
2021
Issued Capital
Consolidated Group
ANNUAL REPORT 2022
51
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 15: Issued Capital (continued)
(b)
2022
2021
No.
No.
At the beginning of the reporting period
37,250,000
95,000,000
Issued during the financial year
- 312,500,000
Consolidated during the year
- (335,250,000)
Expired during the financial year
-
(35,000,000)
Balance at the end of the financial year
37,250,000
37,250,000
Exercisable at the end of the financial year
37,250,000
37,250,000
Details of options on issue as at the date of this report are as follows:
Number
Issue Date
Expiry Date
Exercise
Price
$
Unlisted options issued
6,000,000
25/04/2017
24/07/2022
$0.050
Unlisted options issued
31,250,000
17/11/2020
17/11/2023
$0.015
37,250,000
(c)
Capital Management
2022
2021
Note
$
$
-
-
7
(1,450,959)
(941,733)
(1,450,959)
(941,733)
3,268,217
1,281,711
1,817,258
339,978
N/A
N/A
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder
value and ensure that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
The Group is not subject to any externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in
response to changes in these risks and in the market.
These responses include the management of debt levels, distributions to
shareholders and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
Consolidated Group
Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
Options
The following reconciles the outstanding unlisted options to subscribe for fully paid ordinary shares in the Company at the beginning and
end of the financial year.
Consolidated Group
ANNUAL REPORT 2022
52
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(i)
Segment performance
Australia
Tanzania
Total
30 June 2022
$
$
$
REVENUE
Other revenue
-
-
-
Interest revenue
-
-
-
Total segment revenue
-
-
-
Reconciliation of segment revenue to group revenue
Total group revenue
-
Directors' benefits expense
176,000
11,484
187,484
Consultancy fees
161,320
-
161,320
Travel and accomodation
29,431
-
29,431
Exploration expenditure written off
3,461
-
3,461
Other expenses
367,481
44,561
412,042
737,693
56,045
793,738
Segment loss before tax
(793,738)
Australia
Total
30 June 2021
$
$
REVENUE
Other revenue
106,420
106,420
Interest revenue
-
-
Total segment revenue
106,420
106,420
Reconciliation of segment revenue to group revenue
Total group revenue
106,420
Directors benefits expense
156,000
156,000
Consulting fees
30,000
30,000
Travel and accommodation
-
-
Exploration written off
9,053
9,053
Other expenses
221,277
221,277
416,330
416,330
Segment loss before tax
(309,910)
Unless stated otherwise, all accounts are reported to the Board of Directors, being the chief decision makers with respect to operation
segments, which are determined in accordance with accounting policies that are consistent to those adapted in the annual financial
statements of the consolidated entity.
Segment information
Expenses
Note 16
General Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors (chief
operating decision makers) in assessing performance and in determining the allocation of resources.
Expenses
Operating Segments
ANNUAL REPORT 2022
53
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 16: Operating Segments (continued)
(ii) Segment assets
Australia
Tanzania
Total
30 June 2022
$
$
$
Segment assets
Segment assets
2,782,703
692,090
3,474,793
Reconciliation of segment assets to group assets
Intersegment eliminations
-
-
-
Total group assets
2,782,703
692,090
3,474,793
Australia
Total
30 June 2021
$
$
Segment assets
Segment assets
1,428,225
1,428,225
Reconciliation of segment assets to group assets
Intersegment eliminations
-
-
Total group assets
1,428,225
1,428,225
(iii) Segment liabilities
Australia
Tanzania
Total
30 June 2022
$
$
$
Segment liabilities
Segment liabilities
181,610
24,966
206,576
Reconciliation of segment liabilities to group liabilities
Intersegment eliminations
-
-
-
Total group liabilities
181,610
24,966
206,576
Australia
Total
30 June 2021
$
$
Segment liabilities
Segment liabilities
146,514
146,514
Reconciliation of segment liabilities to group liabilities
-
-
Intersegment eliminations
-
-
Total group liabilities
146,514
146,514
ANNUAL REPORT 2022
54
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
$
$
(a)
(793,738)
(309,910)
3,461
9,053
(18,133)
(10,166)
(11,306)
(2,057)
60,062
(456,770)
(759,654)
(769,850)
(Increase)/decrease in trade and term receivables
(Increase)/decrease in prepayments
Increase/(decrease) in trade payables and accruals
Net cash generated by operating activities
Events After the Reporting Period
Other than the following, the directors are not aware of any significant events since the end of the reporting period.
[Insert commentary relevant to events subsequent to the reporting period.]
Note 18
Consolidated Group
Reconciliation of Cash Flows from Operating Activities with Profit after
Income Tax
Note 17
Non-cash flows in profit
Write-off of capitalised exploration expenditure
Changes in assets and liabilities, net of the effects of purchase and disposal
of subsidiaries:
Loss after income tax
Cash Flow Information
ANNUAL REPORT 2022
55
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
(a)
i.
ii.
(b)
2022
2021
$
$
i.
50,580
36,000
117,602
96,000
36,727
24,000
25,000
20,000
42,000
40,000
25,000
-
50,000
-
20,000
-
(c)
2022
2021
$
$
32,695
22,717
2,259
-
(d)
2022
2021
$
$
34,195
20,020
31,408
26,400
13,908
8,000
Consulting fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director
and shareholder.
Consulting fees payable to Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a director and
shareholder.
Consulting fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a director and shareholder.
Tomik Nominees Pty Ltd
Anycall Pty Ltd
Directors' fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a director and shareholder
Related Parties
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly,
including any director (whether executive or otherwise) of that entity are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 4.
The following transactions occurred with related parties:
Consolidated Group
Director related entities
Directors' fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director
and shareholder
Directors' fees payable to Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a director and
shareholder
Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have
joint control.
Related Party Transactions
Note 19
Transactions with related parties:
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other
parties unless otherwise stated.
Company Secretarial fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a
director and shareholder
Accounting fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a director
and shareholder
Reimbursement Transactions with related parties
Consolidated Group
Reimbursement of business expenses incurred by the Company and initially settled by DW Accounting &
Advisory Pty Ltd, of which Mr Andrew Draffin is a director and shareholder. All expenses were incurred
on an arm's length basis.
Reimbursement of business expenses incurred by the Company and initially settled by Ian Hastings. All
expenses were incurred on an arm's length basis.
Amounts payable to related parties
Consolidated Group
DW Accounting & Advisory Pty Ltd
Key Management Personnel:
The Group's main related parties are as follows:
ANNUAL REPORT 2022
56
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
2022
2021
Note
$
$
Financial Assets
—
7
1,450,959
941,733
—
8
33,305
15,172
Total Financial Assets
1,484,264
956,905
Financial Liabilities
—
14
206,576
146,514
Total Financial Liabilities
206,576
146,514
Financial Risk Management Policies
a.
Credit risk
b.
Liquidity risk
Financial liability and financial asset maturity analysis
Consolidated Group
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
Financial liabilities due for payment
206,576
146,514
206,576
146,514
206,576
146,514
-
-
-
-
206,576
146,514
Within 1 Year
Over 5 years
Total
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations
related to financial liabilities. The Group manages this risk through the following mechanisms:
• preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
Consolidated Group
The totals for each category of financial instruments, measured in accordance with AASB 9: Financial Instruments as detailed in the
accounting policies to these financial statements, are as follows:
• maintaining a reputable credit profile;
• managing credit risk related to financial assets;
• only investing surplus cash with major financial institutions; and
• comparing the maturity profile of financial liabilities with the realisation profile of financial assets
The following table details the Group's remaining contractual maturity for its financial liabilities and financial assets.
Total expected
outflows
1 to 5 years
Trade and other
payables
Financial Risk Management
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar
characteristics. The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high
credit ratings assigned by international credit rating agencies.
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable.
trade and other payables
Note 20
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that
could lead to a financial loss to the Group.
Financial assets at amortised cost
Financial liabilities at amortised cost
trade and other receivables
cash and cash equivalents
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the Group's
maximum exposure to credit risk.
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate
risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of
risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks
from the previous period.
ANNUAL REPORT 2022
57
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 20: Financial Risk Management (continued)
Consolidated Group
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
2022
$
2021
$
Financial Assets - cash flows realisable
1,450,959
941,733
1,450,959
941,733
33,305
15,172
33,305
15,172
1,484,264
956,905
-
-
-
-
1,484,264
956,905
1,277,688
810,391
-
-
-
-
1,277,688
810,391
c.
Market Risk
i.
Interest rate risk
Sensitivity Analysis
Profit
Equity
Year ended 30 June 2022
$
$
10,882
10,882
Profit
Equity
Year ended 30 June 2021
$
$
7,063
7,063
+/- 0.75% in interest rates
Consolidated Group
1 to 5 years
Trade, term and loan
receivables
Total
Over 5 years
Cash and cash
equivalents
Net (outflow) / inflow
on financial
instruments
A sensitivity analysis has been determined based on the exposure to interest rates at reporting date with the stipulated change taking place at
the beginning of the financial year and held constant throughout the reporting period..
These sensitivities assume that the movement in a particular variable is independent of other variables.
Consolidated Group
Within 1 Year
Total anticipated
inflows
Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a
material impact on the amounts estimated. Areas of judgement and the assumptions have been detailed below. Where possible, valuation
information used to calculate fair value is extracted from the market, with more reliable information from markets that are actively traded. In
this regard, fair values for listed securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes
are available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used by market
participants.
Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates
being applied by the market since their initial recognition by the Group.
+/- 0.75% in interest rates
There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.
Fair Values
Fair value estimation
The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts
as presented in the statement of financial position.
The Group's exposure to market risk primarily consists of financial risks associated with changes in interest rates as detailed below. As
the level of risk is low, the Group does not use any derivatives to hedge its exposure.
ANNUAL REPORT 2022
58
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Consolidated Group
$
$
$
$
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents
7
1,450,959
1,450,959
941,733
941,733
Trade and other receivables
8
33,305
33,305
15,172
15,172
Total financial assets
1,484,264
1,484,264
956,905
956,905
Financial liabilities at amortised cost
Trade and other payables
14
206,576
206,576
146,514
146,514
Total financial liabilities
206,576
206,576
146,514
146,514
(i)
Exploration Expenditure Commitments
2022
2021
Not longer than 1 year
1,249,000
50,000
Longer than 1 year and not longer than 5 years
4,411,000
70,000
Longer than 5 years
-
-
Committed at reporting date but not recognised as liabilities
5,660,000
120,000
Exploration expenditure commitments have been rounded to the nearest thousand dollars.
2022 future exploration expenditure commitments include the commitments for all 7 Tanzanian (Zeus) and 3 Australian tenements.
Note 22
Exploration Expenditure Commitments
Melbourne Vic 3000
91 William Street
Melbourne Vic 3000
Gladiator Resources Limited
Level 4
The principal places of business are:
91 William Street
Level 4
The registered office of the company is:
Gladiator Resources Limited
Company Details
Note 23
Note 21
Economic Dependency
All subsidiaries and controlled entities are dependent on the Parent Company, Gladiator Resources Limited.
The fair values disclosed in the above table have been determined based on the following methodologies:
2022
2021
Cash and cash equivalents, trade and other receivables, and trade and other payables are short-term instruments in nature whose
carrying amounts are equivalent to their fair values.
ANNUAL REPORT 2022
59
1.
(a)
(b)
2.
3.
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 850
DIRECTORS' DECLARATION
In accordance with a resolution of the directors of Gladiator Resources Limited, the directors of the company
declare that:
the financial statements and notes, as set out on pages 30 to 59, are in accordance with the Corporations Act
2001 and:
the directors have been given the declarations required by section 295A of the Corporations Act 2001 from
the Chief Executive Officer and Chief Financial Officer.
in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts
as and when they become due and payable; and
comply with Australian Accounting Standards applicable to the entity, which, as stated in accounting
policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting
Standards; and
Director
give a true and fair view of the financial position as at 30 June 2022 and of the performance for the year
ended on that date of the consolidated group;
Dated this
September
2022
30th
day of
ANNUAL REPORT 2022
60
INDEPENDENTAUDITOR’SREPORT
TO THE MEMBERS OF GLADIATOR RESOURCES LIMITED
Report on the Financial Report
Opinion
We have audited the financial report of Gladiator Resources Limited, (the Company and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of profit or loss and
other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the
directors’
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i)
giving
a
true
and
fair
view
of
the
Group’s
financial
position
as
at
30
June
2022 and of its financial performance for the year
ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further
described
in
the
Auditor’s
Responsibilities
for
the
Audit
of
the
Financial
Report
section of our report. We are independent of the
Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the
Accounting
Professional
and
Ethical
Standards
Board’s
APES
110
Code
of
Ethics
for Professional Accountants (the Code) that
are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
INDEPENDENTAUDITOR’SREPORT
TO THE MEMBERS OF GLADIATOR RESOURCES LIMITED
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
1) Carrying value of
capitalised Exploration
Expenditure
Refer to Note 11
($1,765,354)
Capitalised Exploration
Expenditure of
$1,765,354 relate to
costs incurred in relation
to the various
tenements.
For the financial year
ended 30 June 2022, the
Directors have assessed
and determined that no
further write-off or
impairment is required.
Theauditor’sproceduresincluded:
obtainingacopyoftheDirectors’assessmentofthecarryingvalueofcapitalised
Exploration Expenditure and reviewing and challenging assertions made by the
Directors.
discussing with Directors the existence of any potential impairment indicators,
including if:
i.
the period for which the entity has the right to explore in the specific area
has expired during the period or will expire in the near future, and is not
expected to be renewed;
ii.
substantive expenditure on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted nor planned;
iii.
exploration for and evaluation of mineral resources in the specific area have
not led to the discovery of commercially viable quantities of mineral
resources and the entity has decided to discontinue such activities in the
specific area;
iv.
sufficient data exist to indicate that, although a development in the specific
area is likely to proceed, the carrying amount of the exploration and
evaluation asset is unlikely to be recovered in full from successful
development or by sale;
v.
significant changes with an adverse effect on the entity have taken place
during the period, or will take place in the near future, in the technological,
market, economic or legal environment in which the entity operates or in
the market to which an asset is dedicated;
vi.
the carrying amount of the net assets of the entity is more than its market
capitalisation; and
vii.
evidence is available of obsolescence or physical damage of an asset.
INDEPENDENT AUDITOR’S
REPORT
TO THE MEMBERS OF GLADIATOR RESOURCES LIMITED
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group’s
annual report for the year ended 30 June 2022 butdoesnotincludethefinancialreportandourauditor’sreportthereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors
determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
TheDirectorsareresponsibleforoverseeingtheCompany’sfinancialreportingprocess.
INDEPENDENTAUDITOR’SREPORT
TO THE MEMBERS OF GLADIATOR RESOURCES LIMITED
Auditor’sResponsibilityfor the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards
Board website at: https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2022.
In our opinion, the Remuneration Report of Gladiator Resources Limited, for the year ended 30 June 2022, complies with section
300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on
our audit conducted in accordance with Australian Auditing Standards.
MORROWS AUDIT PTY LTD
I.L. JENKINS
Director
Melbourne:
30 September 2022
1.
Shareholding
a.
Distribution of Shareholders
Ordinary
No. of Holders
86,238
171
285,588
102
1,011,692
117
35,551,156
792
497,235,230
476
534,169,904
1,658
b.
c.
Shareholder
Ordinary
Preference
46,698,173
8.74%
27,260,833
5.10%
d.
Voting Rights
–
–
e.
Name
Number of Ordinary
Fully Paid Shares Held
% Held of Issued
Ordinary Capital
1.
46,698,173
8.74%
2.
27,260,833
5.10%
3.
21,316,586
3.99%
4.
20,400,000
3.82%
5.
20,305,734
3.80%
6.
18,000,000
3.37%
7.
11,500,000
2.15%
8.
11,300,000
2.12%
9.
11,000,000
2.06%
10.
10,100,000
1.89%
11.
9,915,748
1.86%
12.
9,000,000
1.68%
13.
8,333,333
1.56%
14.
8,300,000
1.55%
15.
8,000,000
1.50%
The names of the substantial shareholders listed in the holding company’s register are:
The voting rights attached to each class of equity security are as follows:
Options or other classes of equity
The following information is current as at 30 September 2022:
The number of shareholdings held in less than marketable parcels is 748.
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting
or by proxy has one vote on a show of hands.
No. Only fully paid ordinary shares carry any voting rights.
MR VICENCO ALAC
MR ADRIAN ALEXANDER VENUTI
MILILA TOSCANA PTY LTD
RS CAPITAL INVESTMENTS PTY LIMITED
M & K KORKIDAS PTY LTD
MR JONATHAN GEOFFERY DAVIS
20 Largest Shareholders — Ordinary Shares
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
AND CONTROLLED ENTITIES
BNP PARIBAS NOMINEES PTY LTD
Category (size of holding)
BNP PARIBAS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
Number
Number
100,001 – and over
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
DISTINGTON HOLDINGS PTY LIMITED
MR FRANK POULLAS
STONE INVESTMENTS & HOLDINGS PTY LIMITED
Ordinary shares
TOMIK NOMINEES PTY LTD
MR PETER TSEGAS
CITICORP NOMINEES PTY LIMITED
DW ACCOUNTING & ADVISORY PTY LTD
MR MATTHEW JOHN BOYSEN
ANNUAL REPORT 2022
65
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
AND CONTROLLED ENTITIES
Name
Number of Ordinary
Fully Paid Shares Held
% Held of Issued
Ordinary Capital
16.
7,666,667
1.44%
17.
5,975,028
1.12%
18.
5,000,000
0.94%
19.
4,000,000
0.75%
20.
3,205,329
0.60%
267,277,431
50.04%
2.
3.
4.
Registers of securities are held at the following addresses
Perth WA 6000
5.
Stock Exchange Listing
6.
Unquoted Securities
Options over non-issued shares
A total of 20,125,000 options are on issue with varying exercise prices and expiration terms.
The name of the company secretary is Julian Rocket.
MRS ROBIN MARY MITCHELL
WEALTHYSTAR GROUP LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED -
MRS MARIA RONTZIOKOS &
MR FOTIOS RONTZIOKOS
MR BILL RONTZIOKOS &
MISS GEORGINA VARDAKAS
Gladiator Resources Limited is listed on the Australian Securites Exchange.
ASX Code: ASX:GLA - Fully Paid Shares
The address of the principal registered office in Australia is 189A St John's Road Forest Lodge NSW 2037.
Telephone 0402 598 750.
267 St Georges Terrace
Automic Group
Level 2
ANNUAL REPORT 2022
66