2023
ANNUAL REPORT
ABN: 58 101 026 859
Financial Report For The Year Ended
30 June 2023
CONTENTS
Page
Chairman's Letter
1
Corporate Governance Statement
2
Directors' Report
9
Auditor's Independence Declaration
26
Consolidated Statement of Profit or Loss and Other Comprehensive Income
27
Consolidated Statement of Financial Position
28
Consolidated Statement of Changes in Equity
29
Consolidated Statement of Cash Flows
30
Notes to the Financial Statements
31
Directors' Declaration
56
Independent Auditor's Report
57
63
GLADIATOR RESOURCES LIMITED
AND CONTROLLED ENTITIES
Additional Information for Listed Public Companies
Dear Shareholders,
Yours Truly,
Greg Johnson
Non Executive Chairman
That said, you can expect to see very focussed exploration activities from us going forward. With the information
we have at our disposal from historical exploration, along with some relatively low cost follow up work, we will
focus our energies and shareholder funds on the areas that we consider will give us the best shareholder value in
the shortest possible timeframes. That may also mean that there will be assets that do not meet our ever
increasing required levels of promise, and so will be continually reviewing our asset base and will be adjusting as
necessary.
In closing, on behalf of the Board may I thank all of our shareholders for their ongoing support. We are confident
that we are entering into the most exciting period in the history of the Company.
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CHAIRMAN'S LETTER
Shareholders will be aware that we have commenced trenching at our recently acquired South West Corner
(SWC) project in Tanzania, and some outstanding early results, coupled with SWC’s proximity to the world class
Nyota deposit, have us very excited about the further work being undertaken. At the time of writing the price of
Uranium has increased nearly 40% over the previous 12 months, and so the Board are now reviewing our other
leases in the area to determine where next to target more intensive work to best take advantage of the assets we
have as the world moves to transition to more environmentally friendly power generation, where nuclear energy
will be a key component.
The Company has ramped up its Tanzanian exploration activities in recent months, with a specific focus on
Uranium, and we felt that having Directors ‘on the ground’ in Africa would be critical in driving this progress. Peter
Tsegas spends much of his time in Tanzania, and Andrew Pedley lives in South Africa, and between Peter,
Andrew and Rod we now have a wealth of African mining and geological expertise from which to draw upon and to
benefit.
May I firstly welcome new Board members Andrew Pedley, Rod Chittenden and Peter Tsegas, who were
appointed in August 2023. Our outgoing Directors James Arkoudis and David Chidlow have done a tremendous
job in transitioning and re-focussing the Company since joining in 2022, and I would like to sincerely thank James
and David for all their work and for their on-going support of the new Board.
1
2
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement (CGS) outlines the primary corporate governance practices for Gladiator Resources Limited (Company
or Gladiator). It addresses the 4th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
(ASX Recommendations). The Board believes the Company accords with most of the principles and recommendations of the ASX Corporate
Governance Council.
The corporate governance policies and practices described below are those that have been in place as at the date where this Statement indicates
(or otherwise throughout the entire 2023 financial year. The Board continues to review the governance framework and practices of the Company
to ensure they meet the interests of shareholders. All references to the Company’s website are to: https://gladiatorresources.net
Principle 1: Lay solid foundations for management and oversight
Role of the Board.
The Board is committed to effectively representing and promoting the Company, thereby adding long-term value to all shareholders. The board
is accountable to shareholders for managing the Company’s business and affairs and is responsible for the overall strategy, governance, and
performance. To clarify the roles and responsibilities of directors and management and to assist the Board in discharging its responsibilities, the
Company has established a framework below, which sets out the functions of the Board.
1.
Providing input into, and approval of, the Company’s strategic direction; approval and monitoring of budgets and business plans;
and ensuring that appropriate resources are available, including capital management and budgeting for major capital expenditure;
2.
Approving the Company’s systems of risk management, monitoring their effectiveness, and maintaining a dialogue with the Group’s
auditors;
3.
Considering, approving, and monitoring internal and external financial and other reporting, including reporting to shareholders, the
ASX, and other stakeholders;
4.
Selection and evaluation of Directors, Managing Director, and Senior Executives; and planning for their succession;
5.
Setting both Managing Director and Director remuneration within shareholder-approved limits, and ensuring that the remuneration
and conditions of service of senior executives are appropriate; and
6.
Ensuring, and setting standards for, ethical behaviour, and compliance with the Company’s own governing policies, including the
Code of Conduct and Corporate Governance Standards
The Board has adopted a formal charter that allocates responsibilities between the Board and the management of the Company. The charter
details 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 Company’s disclosure policy. The Board will at all
times, aspire to “good practice” in Corporate Governance.
Board Committees - The Company currently has no committees. The tasks that would ordinarily be assigned to a committee are undertaken by
the full board of the Company.
The Company Secretary
The Company Secretary acts as secretary of the Board, attending all meetings of the Board. The Company Secretary is accountable to the Board
through the chairperson on all corporate governance matters and the proper functioning of the Board. The Company prefers a hybrid Company
Secretary having corporate legal experience and also a deep understanding of the Corporations Act and Listing Rules, to complement the
attributes of other officers on its Board.
Diversity
Diversity includes, but is not limited to age, gender, 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.
This diversity policy outlines requirements for the Board to develop a measurable objective for achieving diversity, and
annually assess both the objectives and the progress in achieving those objectives. Accordingly, the Board has developed
the following objectives regarding gender diversity and aims to achieve these objectives as Director and Senior Executive
positions become vacant and appropriately qualified candidates become available:
1.
Achieving a diverse and skilled workforce, leading to continuous improvement in the achievement of its
corporate goals;
2.
The development of clear criteria on behavioural expectations in relation to promoting diversity;
3.
Creating a work environment that values and utilises the contributions of employees with diverse backgrounds,
experiences, and perspectives;
4.
Ensuring that the personnel responsible for recruitment take into account diversity issues when considering
vacancies; and
3
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
5.
Create awareness among all employees of their rights and responsibilities with regard to fairness, equity, and
respect for all aspects of diversity
The Board believes that they have been successful in implementing these objectives throughout the Company’s workforce.
The number of women employed by the Company and their employment classification are as follows:
No.
2023
%
No.
2022
%
Women on the Board
Women in senior management roles
Women employees in the Company
-
-
1
-
-
1
-
-
-
-
-
-
Board and director performance
The Board is responsible for evaluating the performance of the Board. Individual Directors will be evaluated on an annual basis with the aid of
an independent advisor, if required. The Company’s Corporate Governance Plan requires the Board to disclose whether or not performance
evaluations have been conducted during the relevant reporting period with details of the performance evaluations conducted will be provided in
the Company’s Annual Report. At the time of this statement, no evaluation has taken place.
Senior Executives
The Board delegates the responsibility for the day-to-day management of the Company and implementation of the strategic plan to the Managing
Director (MD), who is assisted by the senior executives that report to the MD.
The Company requires that the Managing Director, Chairman, and Company Secretary ensure:
1.
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 are in accordance with the relevant accounting standards; and
2.
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
The MD may sub-delegate the day-to-day running of the Company to the senior executive team. The exercise of delegated authority is restricted
to specific organisational functions and roles.
All senior executives are appointed to their positions after a rigorous recruitment process. Each member of the senior executive team, including
the executive directors, is employed under employment contracts, covering a range of matters including their duties, rights, responsibilities, and
any entitlements on termination. Each contract refers to a specific formal job description. Each contract sets out the remuneration of the executive,
including their entitlements to any rights under incentive plans.
Performance of Senior Executives
The evaluation for all executives is based on specific criteria, including the business performance of the Company, whether strategic objectives
are being achieved, and the development of management and personnel.
The MD’s performance is formally assessed on an annual basis by the Board. All key performance indicators (KPIs) are carefully considered by
the Remuneration and Nomination Committee, which evaluates the MD’s performance and makes recommendations to the Board.
An annual assessment of the performance of all other senior executives is undertaken by the Board based on recommendations by the MD, who
conducts performance reviews about each senior executive.
A performance evaluation for senior executives was undertaken in the reporting period by the abovementioned process.
Further information on directors' and executives' remuneration, including principles used to determine remuneration, is set out in the Annual
Report under the heading 'Remuneration Report'.
Principle 2: Structure the board to be effective and add value
Board size and composition
The Constitution of the Company provides for a maximum of five directors. At the date of this corporate governance statement review, the Board
comprises five non-executive directors, of which all are independent directors.
The current members of the Board are:
1.
Matthew Boysen (Non-Executive Director), appointed 20 July 2022 (to be re-elected at the 2023 AGM)
2.
Gregory Johnson (Non-Executive Director), appointed 20 July 2022 (to be re-elected at the 2024 AGM)
3.
Peter Tsegas (Non-Executive Director), appointed 7 August 2023 (to be elected at the 2023 AGM)
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GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
4.
Rod Chittenden (Non-Executive Director), appointed 7 August 2023 (to be elected at the 2023 AGM)
5.
Andrew Pedley (Non-Executive Director), appointed 7 August 2023 (to be elected at the 2023 AGM)
Directors’ details are listed in the Director’s Report, including details of their other listed entity directorships and experience.
Board skills and diversity
The Board considers that its directors and senior management have the combined skills and experience to discharge their respective
responsibilities The Board recognises that its membership consists entirely of males of a distinctly Australian background notwithstanding the ASX
Corporate Governance Principles (4th Edition) and its agreement to the ideal that diversity at every level of a business is a desirable trait
Notwithstanding those views, the present Board is unwilling to change its stable and productive Board and Company Secretarial team where the
effect is purely to improve the optics of equal and favourable gender and/or ethnic metrics. The Board regards the present composition of
Directors as a good balance at this stage of the Company’s development with the appropriate mix of expertise, experience, and ability to represent
the interest of all shareholders.
In addition to the skills and experience set out in the table below, the Board considers that each director has the following attributes:
honesty and integrity.
ability to think strategically.
time available to devote to Gladiator’s business requirements to their responsibilities.
willingness to question and challenge assumptions during Board meetings; and
commitment to being part of an organisation that strives toward maintaining a high standard of governance.
All directors are expected to use their range of relevant skills, knowledge, and experience to apply their judgement to all matters discussed
at Board meetings. The table following sets out the skills and experience that Board members consider they hold collectively to discharge
their duties effectively. The Company considers that through their membership the Board and Company Secretary, together has the
following core competencies.
SKILL
DESCRIPTION
Strategy
Ability to think strategically and identify and critically assess opportunities and threats and
develop effective strategies in the context of changing market conditions.
Accounting,
Finance, and Risk
The ability to analyse financial statements and reporting, critically assess the financial
performance of the Group, and contribute to budget planning and efficient use of capital and
resources.
Management Experience
A broad range of commercial and business experience in business systems, practices,
improvements, risk and compliance, sales, technology, and human resources.
Negotiation Skill
The ability to negotiate effective deals across a variety of contexts; including different
industries, products, and services.
Industry
experience
Experience and broad understanding of the resources, ASX industry experience, and logistics
markets in Australia, including market drivers, risks, and trends including policies, competitors,
end users, regulatory policy, and framework.
Investment
Experience
Experience in all aspects of the negotiation, structuring, risk management, and assessment of
both acquisitions and divestments. This also includes expertise in considering and
implementing efficient capital management including alternative capital sources and
distributions, yields, and markets.
IT and Digital
Technical
Experience
Expertise in technology including governance of technology projects and remaining abreast of
emerging technology relevant to the Company.
Government
Relations
Expertise in the critical analysis of government policy in terms of policy development, interest
group input, lobbying, and legislation.
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GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
Community
Relations
Expertise in managing communication between Company and the community in which it
operates to build positive and effective relationships.
Investor Relations
Experience in the integration of finance, communication, marketing, and ASX compliance to
enable the most effective two-way communication between a Company, the financial
community, and other constituencies, which ultimately contributes to a Company achieving a
fair valuation of securities.
Environment
Knowledge of the environment in which the Company operates, the impact the Company has
on that environment, and related environmental risks.
People and
performance
Appreciation for the best practices in HR planning and management with familiarity with
employment legislation and labour relations, recruitment, compensation, performance
reviews, and conflict management.
Legal and
compliance
Ability to identify key risks to the group in a wide range of areas including legal and regulatory
compliance and monitor risk and compliance management frameworks and systems.
ASX governance
Knowledge and experience, in the best practice for the ASX and Corporations Act,
governance structures, policies, and processes.
Director Nomination Matters
The entire Board determines who should fill a casual vacancy after extensive one-on-one and collective interviews with candidates and thorough
due diligence and reference checks.
Director Remuneration and Induction
Non-executive directors are appointed under formal letters of appointment which sets out the responsibilities, rights, terms, and conditions of
their appointment. Directors will also participate in a comprehensive induction which covers the operations, financial position, strategic and risk
management issues, as well as the operation of the Board and any sub-committee.
Directors’ independence
In determining the independent status of each director, the Board has adopted the approach described in ASX Recommendation 2.3. All directors
are considered independent as required by the relevant ASX Recommendation.
All directors are mindful of their public responsibilities to exercise their judgement in an unfettered manner and to provide effective oversight of
management and duties owed to the Company’s shareholders. Whether independent or not, each director is considered by their colleagues as
having shown their willingness to exercise independent judgement when making decisions in the best interests of the Company as a whole.
Directors’ interests
Directors are required to keep the board advised of any interest that may conflict with the Company, and restrictions are applied to directors’
rights to participate in the discussion and to vote, as circumstances dictate when a conflict has been identified. Where a potential conflict of interest
may exist, directors concerned may be required to leave the Board meeting while the matter is considered in their absence.
The Company has also entered a deed of disclosure with each director, designed to facilitate the Company’s compliance with its obligations
under the ASX Listing Rules relating to disclosure of changes in directors’ security holdings. Directors and their nominated related party
shareholdings are also monitored to identify changes that may require urgent disclosure.
Chairman
The Board has agreed that the positions of Chairman and MD must be separate, and the Chairman should remain an independent non-executive
director. The role of Chairman and the MD is not occupied by the same person.
Mr Greg Johnson was appointed Chairman on 7 August 2023 following the resignation of Mr James Arkoudis who was appointed Chairman of
the Company on 9 September 2023. Mr Johnson and Mr Arkoudis (whilst chairman) are considered an independent director by recommendation
2.5 of the ASX recommendations without qualification.
Board meetings
The Board meets on a regular basis to retain full and effective control and to monitor the executive management. During the financial year to
30 June 2023, the number of board meetings held is tabled in the latest Annual Report.
Standing items include the financial report, and reports addressing matters of strategy, governance, project updates, and compliance.
Senior executives and external experts, such as the Auditors, are invited to Board discussions and directors can directly contact Company
employees during business hours.
6
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly
Cultural diversity values
Core Values
Code of conduct and ethical behaviour
The Board acknowledges the need for high standards of corporate governance practice and ethical conduct by all directors and employees of
the Company.
The Board has endorsed a Code of Conduct which outlines acceptable behaviour and attitudes expected from all staff to promote and maintain
the confidence and trust of all those dealing with the Company.
The Company’s Code of Conduct is the subject of periodic review to ensure that it covers all relevant issues and sets standards consistent
with the Company’s commitment to ethical and responsible behaviours.
The code of conduct sets out the Company’s policies on various matters.
Commitment to ESG
Gladiator acknowledges that they conduct mineral exploration and mining on land that is traditionally owned and access to that land by
Gladiator is guided through processes with the Central Land Council. Gladiator is committed to having a close working relationship with the
Central Land Council, communities, and traditional owners. Gladiator also commits to employing people from the local communities and
promoting knowledge, understanding and respect for Indigenous Australians’ Traditions and Culture
Whistle-blower Protection Policy
The Company has a Whistle-blower Protection Policy.
Anti-Bribery and Corruption Policy
The Company does not have an anti-bribery and corruption policy in place at the time of this Statement.
Employee and director trading in Gladiator Resources Limited securities
The Company does not currently have any equity-based remuneration schemes in place.
Principle 4: Safeguard the integrity of corporate reports
The Board is responsible for fulfilling its responsibilities regarding financial reporting, the internal control environment, and audit management
across the Company in the absence of a fully functioning audit and risk committee.
The Company will ensure the external auditor is available to shareholders at the Annual General Meeting to answer any questions about the
Company’s external audit.
Following the Company’s legal obligations and Recommendation 4.2 of the ASX Recommendations, the MD and CFO make the following
certifications to the board about the Financial Statements for financial year end 2023:
“In [my] 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 the opinion has been formed based
on a sound system of risk management and internal control which is operating effectively”.
The MD is responsible for the identification, assessment, management, and reporting of material business risks to the Board.
Principle 5: Make timely and balanced disclosure
The Company is committed to complying with its continuous disclosure obligations under the ASX Listing Rules and Corporations Act and to
ensuring that its shareholders are well-informed of all significant developments affecting the Company’s situation, to promote transparency and
investor confidence.
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, efficiently managed, and monitored to enable the 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 Company has a formal policy and comprehensive procedures for continuous disclosure. Once the Board or management becomes
7
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
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 with the
ASX. This role includes responsibility for ensuring compliance with continuous disclosure requirements, such as the ASX listing Rules and
overseeing and coordinating information disclosure to the ASX.
The Board also endorses full and regular communication with and between Directors, 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.
Principle 6: Respect the rights of security holders
The Board aims to ensure that its shareholders are well-informed of all significant developments and business events that are likely to affect the
Company’s operations and financial standing materially and share price. Information is communicated to shareholders through the following
methods:
The following information for investors is located under investor centre:
ASX releases; Quarterly reports; Half-yearly reports; Annual reports.
The Company’s website, under the “Board of Directors tab” includes.
Information about the Board of Directors
The website provides electronic contact to be made with the Company. Information, including annual and half-year result announcements, will
be provided as soon as practically possible.
The Company produces three sets of financial information each year: the quarterly financials, the half-year financial report for the six
months ended 31 December, and the annual financial report for the year ended 30 June. These are made available to shareholders and
other interested parties through the ASX.
Shareholders have the right, and are encouraged, to attend the Company’s Annual General Meeting, held in November each year, and are
provided with explanatory notes on the resolutions proposed through the notice of meeting. A copy of the meeting notice is also posted on the
Company website and lodged with the ASX.
In addition, the notice of meeting generally also invites shareholders to submit questions of the board, auditors, or management, which are
addressed at the Annual General Meeting.
Shareholders are encouraged to vote on all resolutions unless expressly stated otherwise in the notice of meeting, all shareholders are eligible to
vote on all resolutions. Shareholders who cannot attend the Annual General Meeting may lodge a proxy by the Corporations Act. Proxy forms
may be lodged with the share registry by mail, hand delivery, facsimile, or electronically.
All substantive resolutions at a meeting of shareholders are decided by a poll and the results of the meeting are posted on the Company’s website
and the ASX as soon as practical after the event.
All shareholders are provided with the option to receive communications from the Company and the share registry electronically and are
encouraged to do so, with election documentation included in regular mailouts to shareholders.
Principle 7: Recognise and manage risk
The Board is to ensure that sound risk management frameworks and policies are in place.
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, efficiently managed, and monitored to enable the achievement of the Company's business objectives.
Considerable importance is placed on maintaining a strong control environment. There is an organisational structure with clearly drawn
lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively
promotes a culture of quality and integrity.
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.
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GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 55 101 026 859
CORPORATE GOVERNANCE STATEMENT
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;
-
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.
Internal Audit
The Company does not have an internal audit function as the board considers the Company not of the size to warrant such a function. Risk is
monitored and managed by the Board.
Principle 8: Remunerate fairly and responsibly
Details of Remuneration are outlined earlier in the Corporate Governance Statement and in the Directors’ Report contained in the Annual Report.
The Company distinguishes the structure of non-executive directors’ remuneration from executive directors and senior executives (who are often
directors of subsidiaries of the Company, or junior members of the Group).
The Non-Executive Directors receive fees primarily in the form of cash. Attributes at meetings include a strong network of contacts, a lifetime of
commercial experience, and generosity to all boards they serve including that of Gladiator Resources Limited (ASX: GLA).
For further details on the Company’s remuneration structure, please refer to the Remuneration Report in the Company’s Annual Report.
This Corporate Governance Statement has been adopted by a resolution of the Board on 30 September 2023.
Non-executive Chairman
Appointed 19 July 2022
Other current directorships of listed companies
None
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
Non-executive Director
Appointed 7 August 2023
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
None
Gregory Johnson
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.
Matthew Boysen
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 appoach 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.
Peter Tsegas
Peter resides in Tanzania and has over 20 years of experience in Africa
engaging with both the private and government sector with mining
projects in several commodities including uranium. Peter was
instrumental in acquiring Gladiator’s uranium projects.
Peter has consulted to a number of Tanzanian government ministries
and to mining companies including Rio Tinto. He was founder and
managing director of Tancoal Energy Ltd which he successfully took
from exploration through to a Joint Venture with the Tanzanian
Government and then to production. Peter is presently a non-executive
director of Magnis Energy Technologies (ASX:MNS) and Mantra
Tanzania Limited.
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 2023.
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.
9
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Non-executive Director
Appointed 7 August 2023
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
None
Non-executive Director
Appointed 7 August 2023
Other current directorships of listed companies
None
Former directorships of listed companies in last three years
Managing Director
Other current directorships of listed companies
Cassius Mining Limited - appointed 8 June 2017
Former directorships of listed companies in last three years
None
Andrew Pedley
Mr Pedley holds a Master's degree in Geology from the Camborne
School of Mines in England and has worked as a geologist in Africa for
over 25 years including roles as Exploration Manager through to VP
Exploration.
Of particular relevance to Gladiator is that Mr. Pedley brings a wealth of
uranium experience starting with his time as Exploration Manager for
Uramin Inc in 2006, which sold to Areva for US$2.5B. Mr. Pedley brings
specific skills in the exploration for uranium and the delineation of
uranium Mineral Resource Estimates in accordance with JORC and
ASX listing rules. He has acted as a Competent Person (CP) on several
uranium projects and is a is a Registered Professional Natural Scientist
with the South African Council for Natural Scientific Professions
(SACNASP) and a Member of the Geological Society of South Africa
(GSSA). Mr. Pedley resides in South Africa.
Appointed 19 July 2022
Resigned 7 August 2023
Rod has 40 years of experience in the minerals industry across Africa,
Australia and South America, both in executive management roles and
metallurgical project development roles from exploration to production.
Rod has largely resided in Africa for nearly two decades and is currently
Project Director for Magnis Energy Technologies (ASX:MNS) Nachu
Graphite Project. Rod also played a key role in the development of
Mantra Resources Mkuju River uranium project and the commissioning
of Paladin Energy's (ASX:PDN) Langer Heinrich and Kayelekara
uranium projects. Prior to that Rod has worked for major miners
including Newcrest (ASX:NCM) and Barrick Gold (NYSE:GOLD).
Rod Chittenden
David Chidlow
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.
Avadale Resource Ltd: Aug 2020 - Oct 2021
10
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Executive Chairman
Other current directorships of listed companies
Cassius Mining Limited - appointed 31 October 2014
Former directorships of listed companies in last three years
None
Company Secretary
Appointed 3 April 2023
Shareholdings of directors and other key management personnel
Gregory Johnson
Matthew Boysen
Peter Tsegas
Andrew Pedley
Rod Chittenden
James Arkoudis1
David Chidlow2
Corporate Information
Corporate Structure
5,000,000
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.
2Shares are held under the name of Axis Group Investments Pty Ltd, of which Mr David Chidlow is a director and beneficiary of the trust.
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.
1,000,000
1,726,807
5,000,000
-
-
2,282,000
-
Appointed 19 July 2022
Resigned 7 August 2023
Appointed 19 July 2022
Resigned 3 April 2023
-
5,000,000
23,800,000
5,000,000
18,000,000
-
Mr Andrew Metcalfe (B.Bus, CPA, FGIA, GAICD) manages the
Company Secretary services of the Company. Mr. Metcalfe is an
experienced independent company secretary and business consultant,
and is well qualified for the position having been a company secretary
and governance advisor to ASX listed companies for over 25 years.
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.
Andrew Metcalfe
James Arkoudis
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 has 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.
Share Options
Ordinary Shares
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:
Julian Rocket
11
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Principal Activities and Significant Changes in Nature of Activities
Dividends
Operating and Financial Review
Review of Operations
TANZANIAN URANIUM PROJECTS
No dividends in respect of the current financial year have been paid, declared or recommended for payment.
Please refer to Review of Operations for more information.
During the financial year the Company successfully acquired a further Uranium exploration license in Tanzania, Africa. The Board has
continued searching for such opportunities, and the new Tanzanian Uranium License continues to fulfil the Board’s desire to introduce
projects with medium term development upside and an exposure to the energy market whilst retaining its existing exposure to Australian
gold. The Company is now well positioned to profit from the worldwide move to environmentally clean energy markets and economies
ahead.
The Tanzanian acquisition of Zeus Resources (T) Ltd. (“Zeus”) was structured to hand effective management to the vendors of the projects
once the acquisition was completed, a resource reported and a development path finalized and it was always expected that the vendors
would have substantial Board representation once milestone shares were issued. This was completed in February 2023.
Figure 1 shows the location of the Tanzanian Projects and Table 1 provides a list of the Prospecting Licenses (PLs) that comprise each
Project. In 2021 Gladiator announced its acquisition of a prospective Tanzanian exploration portfolio (GLA announcement dated 11 August
2021) by entering into a binding Memorandum of Understanding (MOU) to acquire Tanzanian company Zeus Resources (T) Limited (Zeus).
Later in 2021 Zeus acquired two additional PLs to expand the priority Mkuju Project in the south of the Country (Figure 1). Then in 2023
Zeus was granted PL12354/2023 which is the ‘Southwest Corner’ (SWC) Project (GLA announcement dated 1 June 2023), contiguous with
the Mkuju Project. In total the Tanzanian portfolio covers 1814 km2 of ground of which Mkuju and SWC are 725 km2 - the dominance of the
latter two reflects the Company’s view that this is an area has the potential to host world-class uranium deposits as demonstrated by the
nearby Nyota deposit which hosts a Measured and Indicated Mineral Resource Estimate of 187 Mt at 306 ppm U3O8 containing 124.6 Mlbs
U3O8. Nyota is being developed by global uranium company Uranium One and is in the same geological basin as the Mkuju Project, located
just 30 km to the north. The deposit type at Nyota and at the Company’s Likuyu North deposit is tabular sandstone hosted uranium. Roll-front
uranium is also a target type, particularly at SWC and Mtonya. The following section provides an overview of each Project and the reader is
referred to ASX announcements relating to them.
The Company continues to engage in exploration activities, focusing on under-explored mineral properties.
Figure 1: Prospecting Licenses held by Zeus Resources (T) Limited in Tanzania.
12
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Mkuju – (Uranium) 100% Gladiator
MKUJU - Likuyu North
MKUJU - Mtonya
FOXY
ELAND
21-Sep-25
21-Sep-25
21-Sep-25
21-Sep-25
21-Sep-25
299.11
299.72
171.19
PL expiry date
21-Sep-25
Project
MKUJU - Grand Central
LIWALE
MINJINGU
SOUTHWEST CORNER
PL11709/2021
PL11703/2021
PL12354/2023
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
18-May-23
299.70
294.70
46.66
Uranium
Uranium
Uranium
Table 1. Prospecting Licenses held by Zeus Resources (T) Limited in Tanzania.
PL Number
PL11708/2021
PL11707/2021
PL11706/2021
PL11705/2021
PL11704/2021
Licence Holder
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
Zeus Resources
(T) Limited
Area in sq km
207.82
195.11
21-Sep-25
Uranium
Licence
Period
Initial period
Initial period
Initial period
Initial period
Initial period
Initial period
Initial period
Initial period
Commodity
Uranium
Uranium
Uranium &
Phosphorus
Uranium
The PLs of the Mkuju Project with SWC cover 725 km2 shown in Figure 2. The Mkuju Project is almost entirely covered by Triassic aged
sediments of the Karoo Supergroup. These rocks host the aforementioned Nyota deposit 30 km to the north. The tenements were previously
owned by Uranex Limited and Western Metals Limited (WML) and Mantra Resources who carried out exploration up until 2012. Gladiator
acquired all available exploration data for the work up until 2012.
Figure 2: The Mkuju Project area over airborne radiometric data with important deposits and targets labelled. The new SWC license is also shown.
13
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
326
387
2.3
2.3
4.6
contained U3O8 Mlbs
1.9
1.4
3.2
333
222
267
grade U3O8 ppm
448
Total Inferred + Indicated
3.1
4.6
7.7
Tonnes (millions)
1.9
1.9
3.8
1. Effective date 27 April 2022
2. Note that the material under each cut-off grade are not in addition to each other, the 200 ppm cut-off MRE is a portion of the 100 ppm cut-off MRE.
3. The MRE assumes open pit mining within a conceptual pit shell based on a USD70/lb U 3O 8 and 88% recovery.
4. Figures have been rounded to the appropriate level of precision for the reporting of Mineral Resources, totals may not add-up exactly.
5. The MRE are stated as in situ dry metric tonnes.
In April 2011 Uranex completed a maiden Mineral Resource Estimate (MRE) for the Likuyu North deposit in the northern part of the project
(Figure 2). In 2022 Gladiator updated the MRE for Likuyu North bringing into compliance with the JORC Code 2012 edition. The MRE is
based on 27,225 m of drilling carried out in 2011 and 2012 and is provided in Table 2 below. There is a total of 7.7 Mt with an average grade
of 267 ppm U3O8 containing 4.6 Mlbs U3O8 using a 100 ppm U3O8 cut-off. The resources are within a conceptual pit shell to fulfill the
requirements of reasonable prospects for eventual economic extraction (RPEEE). Mineralisation extends beyond the pit along strike and
down-dip as illustrated in the cross-sections in Figures 3 and 4.
Table 2. MRE for the Likuyu North deposit with effective date 27 April 2022, reported using a 100ppm and 200ppm U3O8 cut-off grades.
100 ppm U3O8 cut off
Tonnes (millions)
grade U3O8 ppm
contained U3O8 Mlbs
Indicated
Inferred
Total Inferred + Indicated
200 ppm U3O8 cut off
Indicated
Inferred
Figure 3 and 4: Example cross-sections through the Likuyu North deposit with pit-shell shown (brown line)
The Mkuju Project area also includes two other prominent radiometric trends, Likuyu South and the Mtonya-SWC trends (Figure 2). These
are described as follows.
14
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Cautionary Statement: The estimate of mineralisation at Mtonya is a “foreign estimate” as defined by the ASX Listing Rules, and accordingly:
-
-
-
-
100 ppm U3O8
200 pmm U3O8
grade U3O8 ppm
318
288
293
438
372
382
contained U3O8 Mlbs
0.34
1.56
1.91
0.28
1.26
1.54
Above water table
Below water table
Total Inferred
Above water table
Below water table
Total Inferred
Tonnes (millions)
0.49
2.5
2.95
0.29
1.54
1.83
3. Note that the 200-ppm cut-off estimate is a portion of the 100-ppm cut-off estimate, it is not in addition to it.
2. The estimate was reported effective 1 March 2013 using the CIM definitions and in accordance with Canadian NI 43-101
1. The estimate was prepared by Roscoe Postle Associates Inc.
4. It was assumed that the deposit could be mined viably by In Situ Recovery
5. A minimum mining width of 80 cm was applied
6. Bulk density of 1.7 t/m 3 was used.
7. Numbers may not add due to rounding.
The Mtonya-SWC trend is a northeast-southwest oriented 10 km long and 1.5 km wide zone of airborne radiometric anomalism. Figure 5
provides a map of the main part of the trend. WML carried out exploration on the southern half of the trend including 16,271 m of RC drilling
between 2007 and 2008 targeting surface radiometric anomalies then completed 38,591 m of diamond core drilling between 2010 and 2012
to explore and support a maiden MRE for the Mtonya deposit in 2013. Gladiator obtained this data and announced it as a ‘foreign estimate’
(GLA announcement dated 14 July 2022) as provided in Table 4.
Figure 5: Map showing radiometric data and drillholes on the Mtonya-SWC trend. The Mtonya deposit and the Grand Central and SWC targets are identified
The estimates are not reported in accordance with the JORC Code;
The Competent Person has not done sufficient work to classify the foreign estimates as mineral resources in accordance with the JORC Code; and
it is uncertain that following evaluation and/or further exploration work that the foreign estimates will be able to be reported as mineral resources in accordance
with the JORC Code.
Full disclosures required by Listing Rule 5.12 are contained in Appendix 1 of GLA’s announcement dated 14 July 2022.
Table 3. Foreign Estimate for the Mtonya deposit
Cut-off grade
15
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
o MKRC0100: 4m @ 691 ppm U3O8 (by assay) from 69 m depth
o MKRCRC101: 2m @ 873 ppm U3O8 (by assay) from 33 m depth
o GCDD0001: 0.5 m @ 908 ppm U3O8 (by assay) from 26 m depth
o GCDD003: 0.5 m @ 518 ppm U3O8 (by assay) from 19 m depth
Southwest Corner (SWC) Project - (Uranium) 100% Gladiator
o
MRSA04: 5m @ 700 ppm U3O8 from 7m
o
MRSA06: 7m @ 440 ppm U3O8 from surface
o
MRSA12: 8m @ 1,273 ppm U3O8 from surface
o
MRSA07: 5m @ 1,200 ppm U3O8 from 3m
o
MRSA13: 7m @ 494 ppm U3O8 from 3m
Gladiator notes that an independent review of the Mtonya drilling data in 2022 identified areas where some excellent drilling intersections
were not followed up by WML so that some of the better parts of the deposit are open, as illustrated in Figure 6. Hole URAMT_106
intersected 8m with an average grade of 582 ppm U3O8. It appears that grades are improving to the northwest. There are at least three
other lines of cross-section similar to this that require further drilling.
Figure 6: Cross section through part of the Mtonya deposit showing drillhole URAMT_106 that requires follow-up drilling.
The Grand Central target forms part of the Mtonya-SWC trend (Figure 5), the area immediately south of SWC which was held by Uranex
previously. Uranex carried out pitting, Reverse Circulation (RC), Aircore (AC) drilling, and Diamond Core drilling (DCD) at the Grand Central
target between 2006 to 2012. The best results of drilling are as follows.
The Southwest Corner Project is at the northeast end of the Mtonya-SWC trend and is described under the heading later in the report.
Likuyu South is a discontinuous radiometric anomalism approximately 14 km in length; four main areas A to D are recognised. Seven
aircore drillholes were completed at ‘Area A’ in 2006 and 2009 but did not return positive results. At area B auger and four Reverse
Circulation (RC) drill holes were completed. There is no data available for the auger holes. The RC drilling gave a best result of 5m with an
average grade of 277ppm U3O8 from a depth of 9 m. At ‘Area D’ no drilling has been completed but 3 pits were made and of these
MPIT007 and MPIT008 had excellent uranium mineralisation from surface, and both ended in mineralisation. MPIT008 was only 0.5 m deep
but with 16,413 ppm U3O8 for a sample from this interval. It does not appear to have been followed up. Gladiator intends to carry out follow-
up work at the Likuyu South target.
This Project is the northeastern most anomaly on the Mtonaya-SWC trend (Figure 5). This sought after PL for the SWC Project was awarded
to Zeus 19 May 2023 (GLA announcement dated 1 June 2023) and adds a highly prospective area to Gladiator’s portfolio. The 3.5 x 1.8 km
airborne radiometric anomaly which defines the target area is easily the most intense on the Mtonya-SWC trend. Figure 7 is an image of the
highly mineralised oxidized sandstones near surface.
Mantra Resources carried out exploration in 2008 including the completion of 18 shallow auger holes to a maximum depth of 13m with a
total of 154m drilled. Of 18 auger holes the drilled, results included the below intervals, all of which ended in mineralisation. These results
are extremely encouraging.
16
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Minjingu – (Uranium, Phosphate) 100% Gladiator
The Minjingu Project covers a total area of 299.1km2 and is situated in northern Tanzania, 106km southwest of Arusha the main
administrative city in the area and 520km northwest of Dar es salaam. The Project area largely comprises young Neogene Lake beds which
are part of the Lake Manyara Formation. Phosphatic sediments up to 50 m thick form a circular wedge deposited around an ancient island
on the lake. The former island still forms a prominent hill on the otherwise flat topography.
Montero Mining and Exploration Ltd (Montero) carried out exploration in 2006/2007 including the drilling of 18 Rotary Air-blast (RAB) holes
up to 79m deep and totaling 1232m. Their best results were: 18m with an average grade of 192ppm U3O8 and 34.5 m with an average
grade of 549ppm U3O8. These holes (MW_14 and MW_15) were drilled north of Gladiators PL by approximately 250 m (Figure 8) and were
drilled by rotary air-blast (RAB) drilling which is not a suitable method for representative sample retrieval - results can be unreliable. To test
the Montero results Gladiator drilled two RC drillholes, intended to be ‘twin’ the Montero RAB holes but due to an error with local UTM
projection datum, the Gladiator holes were drilled 315m from the Montero holes, to the south further from the Minjingu Hill (Figure 8) and on
the Gladiator PL. MJRC001 intersected a 17m thick interval including with an average grade of 94ppm U3O8. Hole 21MJRC002 intersected
6m with an average grade of 91ppm U3O8 and ended in mineralisation (GLA announcement dated 15 April 2022). That the grades are less
than those of the Montero results may be due to a change in the uranium concentration away from the Minjingu Hill, or may be explained by
relatively difficult sample recovery in Gladiators drillhole which may have caused understatement of the grade. Further work is required to
understand the uranium grade in the Montero and Gladiator drillholes. It remains an exciting exploration play – if grades of over 500 ppm
U3O8 over thick intervals are present in the area as reported historically by Montero then it is significant.
Figure 8: Cross-section showing the 2006/2007 RAB drillhole (MW15) and Gladiators RC drillhole to the south. The PL boundary is indicated, north of which is
the Minjingu phosphate mining lease. Red dashed line is the inferred uranium-bearing phosphate bed.
Despite the excellent results and the extent and intensity, of the radiometric anomaly it seems that other than a single diamond core hole
drilled in 2012 (with a metre assayed at 824 ppm U3O8 at ~58m depth, supporting the presence of ‘primary’ Uranium mineralisation), no
other work was carried out at the target. This is believed to reflect the marked drop in Uranium prices from 2009, as well as Mantra/Uranium
One’s prioritisation of work at their Nyota deposit. Advancing the SWC Project is a priority for Gladiator, beginning with trenching and then a
drilling program is planned for early 2024. Based on the work at nearby Mtonya, the primary target type is a Uranium ‘roll-front’ system.
These are accumulations of Uranium at the interface of oxidised and reduced sandstones or siltstones, which are globally one of the most
important types of Uranium deposit.
Figure 7: High-grade Uranium mineralisation in saprolite at Mtonya-SWC trend with extremely high radiation, 40,900 counts per second (cps)
17
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Eland Project – (Uranium) 100% Gladiator
Liwale and Foxy Projects – (Uranium) 100% Gladiator
AUSTRALIAN GOLD PROJECTS
Bendoc Gold Project
Rutherglen Gold Project
Marymia Gold Project
Surrendered July 2023
Surrendered Feb 2023
The Project is ~30km west of Albury–Wodonga and hosts the historic Rutherglen/Chiltern Goldfields, known for deep lead mining. In July
2023 the Company considered this project as non-core, and has cancelled the transfer of EL006331 to Gladiator.
The Marymia Gold Project license was considered non-core to Gladiator's business and was surrendered in February 2023.
MARYMIA
E52/3104
Gladiator
Resources Limited
Gold
Table 2. Prospecting Licenses held by Gladiator Resources Limited in Australia.
Project
PL Number
Licence Holder
PL expiry date
Area (grats)
Commodity
Licence
Period
BENDOC
EL006187
Gladiator
Resources Limited
220
Gold
2nd period
16-Nov-27
The Project is in Gippsland holding the Victoria Star Prospect ~5km south of Bendoc, overlapping the Bendoc, Bonang and Clarkeville
goldfields. These historic goldfields have been mined for narrow high-grade faultrelated gold, with internal high-grade shoots and lower
grade intervening zones. Gladiator has previously conducted a 1,270m RC drilling programme and continues to review forward operations.
In 2023 the Company reviewed its Australian gold exploration holdings and surrendered 2 licences considered non-core to its operations. A
summary of Australian licenses is provided in Table 2.
RUTHERGLEN
EL006631
Gladiator
Resources Limited
Gold
The Eland Project is in the south of Tanzania (Figure 2) and covers 294.70km2. The area of interest, the “Eland Hill Prospect”, lies in the
SW corner of the PL. Previous radiometric surveys by Western Metals Limited (WML) in 2008 had identified anomalous radiometric counts
in 3 areas within the Eland Hill Prospect referred to as Eland, SW and Kudu, all being associated with syenitic rocks. WML reported that
three grab samples returned 141 ppm, 440 ppm and 1080 ppm U3O8 but no descriptions of these samples or other data were provided.
To follow up on the encouraging historical work Gladiator carried out field work in September 2022. Six north-south traverses were made
along which 1-2 kg rock chips were collected at 4-12m intervals, whilst recording total count gamma-ray radiation (measured in counts per
second or ‘cps’) with a scintillometer. Samples were mostly fresh outcrop where possible. Rock samples collected were assayed to provide
an indication of Uranium grades and identify areas for follow-up work. Table 4 provides the highlights of the rock-chip sampling as
announced by Gladiator (GLA announcement dated 6 April 2023). The work highlights the potential of the Project for uranium and also
tantalum and niobium.
Table 4: Anomalous samples, sorted by U3O8 grade
The Liwale project covers 195km2 and is located outside of the Nyerere National Park and was previously owned by Mantra Resources and
Uranium One. Gladiator has not carried out exploration at the Liwale Project and there is no record of historical work on the area of the PL.
There are no plans to carry out work on this project in the near future.
The Foxy Project covers 299.70km2 and was previously owned by WML and is known to contain uranium mineralisation similar to the Mkuju
region. At its closest point Foxy is approximately 25km from the Mkuju Project. At Foxy, in 2008 WML carried out ground radiometric
surveying and drilling to follow-up on airborne radiometric anomalies. WML reported that a GF Spectrometer gave counts of up to 20,000
cps in areas where yellow secondary uranium minerals such as uranophane were observed. A grab sample taken at the eastern edge of the
anomaly returned 13,400 ppm U3O8. WML then carried our RC drilling to test the radiometric anomalous area which is coincident with a
gentle ridge-line. They drilled 19 holes for a total of 1383 metres, most were 70 m long except for FRC006 which ended at 136 m depth.
Holes were drilled 50 m apart on lines approximately 80 m apart and oriented NW-SE. Most intersections were low grade and thin with the
exception of FRC014 which intersected 6 m with an average grade of 217 ppm U3O8 from 27 m depth, including 2m grading 405 ppm. This
hole is at the northern edge of the drilling grid and could be followed up by drilling additional step-out holes.
Target
sample number
Ta ppm
Nb ppm
U3O8 ppm
Kudu
EL108
468
2880
832.4
Kudu
EL118
384
2435
490.5
Lisogo Hill
EL036
164
1014
291.2
Kudu
EL117
114
656
171.0
Eland
EL060
94.3
502
169.8
Eland
EL087
8.5
36
169.8
SW
EL078
96.2
503
162.7
SW
EL172
73.5
444
125.0
Eland
EL167
278
2157
113.2
18
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
Expiry Date
17 November 2023
24 January 2024
31 December 2025
Events after the reporting period
Environmental Issues
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.
On the 27th July 2023, the company announced it had completed a private placement of 61,126,923 ordinary shares at 0.013 cents per
share (plus one free attaching option per share exercisable at $0.02 expiring 30June 2025), raising gross cash proceeds of $794,650.
$0.015
8,125,000
40,125,000
$0.060
12,000,000
$0.050
20,000,000
Immediately following the end of the quarter the Company held an Extraordinary General meeting (11 July 2022) to refresh 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, 2 and 3 have now 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.
During the year under review, there are a total of 40,125,000 unlisted options on issue.
Exercise Price
The loss for the Group is $1,442,989 (2022: loss of $793,738) which is largely consistent with expectations associated with the Group's
activities.
The net assets of the Group have decreased by $1,056,760 from net assets of $3,268,217 to net assets of $2,211,457.
The Group's liabilities are represented solely by trade payables and accruals which will be settled on normal commercial terms.
Number of Options
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
19
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Meetings of Directors
David Chidlow (appointed 19 July 2022)
James Arkoudis (appointed 19 July 2022)
Matthew Boysen (appointed 19 July 2022)
Gregory Johnson (appointed 19 July 2022)
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
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.
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 was not a party to any such proceedings during the year.
There were no non-audit services provided by the auditor during the period.
-
-
-
-
-
-
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.
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.
6
6
6
6
6
6
During the financial year, 6 meetings of directors (including committees of directors) were held.
Attendances by each director during the year were as follows:
Directors' Meetings
Number eligible to
d
Number attended
6
6
The lead auditor's independence declaration for the year ended 30 June 2023 has been received and can be found on page 13 of the
Financial Report.
20
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
REMUNERATION REPORT - AUDITED
Details of directors and other key management personnel
Gregory Johnson (appointed 19 July 2022)
Non-Executive Chairman
Matthew Boysen (appointed 19 July 2022)
Non-Executive Director
Peter Tsegas (Appointed 7 August 2023)
Non-Executive Director
Rod Chittenden (Appointed 7 August 2023)
Non-Executive Director
Andrew Pedley (Appointed 7 August 2023)
Non-Executive Director
David Chidlow (appointed 19 July 2022, resigned 7 August 2023)
James Arkoudis (appointed 19 July 2022, resigned 7 August 2023)
Ian Hastings (resigned 19 July 2022)
Andrew Draffin (resigned 19 July 2022)
Ian Richer (resigned 19 July 2022)
Remuneration Policy
2019
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
(0.27)
$0.015
$0.001
$0.001
-
(1,442,989)
(793,738)
(309,910)
(1,122,346)
-
-
The Group's earnings and movements in shareholders' wealth for five years to 30 June 2023 are detailed in the following table:
30 June 2023
30 June 2022
30 June 2021
30 June 2020
-
(1,442,989)
(793,738)
(309,910)
(1,122,346)
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.
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.
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 2023. The prescribed details for each person covered by this report are
detailed below.
$0.015
(0.17)
(0.11)
(0.07)
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 2022 and ending 30 June 2023 based on the following agreements:
$0.015
$0.015
$0.015
$0.001
-
-
-
-
21
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Remuneration of Executive Directors
-
-
-
-
Remuneration of Non-Executive Directors
Group KMP
Gregory Johnson (appointed 19 July 2022) Non-Executive Director
No fixed term
Matthew Boysen (appointed 19 July 2022)
Non-Executive Director
No fixed term
Peter Tsegas (appointed 7 August 2023)
Non-Executive Director
No fixed term
Andrew Pedley (appointed 7 August 2023) Non-Executive Director
No fixed term
Rod Chittenden (appointed 7 August 2023) Non-Executive Director
No fixed term
David Chidlow (appointed 19 July 2022)
Managing Director
Resigned 7 August 2023
James Arkoudis (appointed 19 July 2022)
Executive Chairman
Resigned 7 August 2023
Contract details (duration & termination)
Position Held as at 30 June 2023 and since
the end of the financial year
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;
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.
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 $396,000.
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.
link reward with the strategic goals and performance of the Company; and
ensure total remuneration is competitive by market standards
Structure
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.
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.
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:
22
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 2023
Group KMP
$
Remuneration of Directors and Other Key Management Personnel (KMP) for the Year Ended 30 June 2022
Group KMP
$
Andrew Draffin
Ian Hastings
Ian Richer
Shares options granted to directors and executives
Group KMP
Matthew Boysen
James Arkoudis
David Chidlow
Greg Johnson
Gregory Johnson
(appointed 19 July
2022)
Matthew Boysen
(appointed 19 July
2022)
Amount owing
as at 30 June
2022
299,538
34,195
15,000
Ian Hastings
(resigned 19 July
2022)
Ian Richer
(resigned 19 July
2022)
David Chidlow
(appointed 19 July
2022)
93,950
-
-
93,950
James Arkoudis
(appointed 19 July
2022)
80,088
-
15,000
-
-
15,000
44,446
20,000
-
44,446
20,000
-
$
Short-term Benefits
Salaries, fees and
leave
-
299,538
-
-
299,538
-
20,000
44,446
-
Total
Share based
payments
Amount owing
as at 30 June
2023
-
-
-
$
$
$
$
46,054
-
-
46,054
-
Post employment
Superannuation
Share based
payment shares
93,950
46,054
-
80,088
-
80,088
-
Short-term Benefits
Salaries, fees and
leave
Post employment
Superannuation
Share based
payment shares
Total
Share based
payments
$
$
$
$
$
50,580
-
-
50,580
-
117,602
-
-
117,602
-
31,408
The following options were granted to directors and executives during the financial year on the 8 December 2022. (2022: nil)
Table below shows the unlisted options issued to directors and executives during the year. The options have an expiry date of 31 December
2025 and exercise price of $0.05.
Options Granted
-
13,908
-
79,511
5,000,000
5,000,000
5,000,000
20,000,000
5,000,000
36,727
-
-
36,727
204,909
-
-
204,909
23
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
Transactions with related parties:
i.
Director related entities
ii.
Reimbursement Transactions with related parties
iii.
Amounts payable to related parties
DW Accounting & Advisory Pty Ltd
Tomik Nominees Pty Ltd
Anycall Pty Ltd
Reimbursement of business expenses incurred by the Company and
initially settled by Austek MKII Pty Ltd. All expenses were incurred on an
arm's length basis.
Directors' fees payable to Austek MKII Pty Ltd, of which Mr David
Chidlow is a director and shareholder
Salary and wages paid to Mr Matthew Boysen, whom is a director and
shareholder.
Salary and wages paid to Mr James Arkoudis, whom is a director and
shareholder.
Director fees payable to GJ Executive Services, of which Mr Greg
Johnson is a director and shareholder.
Consulting fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a
director and shareholder.
10,000
20,000
44,446
-
25,000
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:
2023
2022
$
$
Directors' fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder.
-
50,580
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
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
Accounting fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder
-
42,000
2023
2022
$
$
Consulting fees payable to DW Accounting & Advisory Pty Ltd, of which
Mr Andrew Draffin is a director and shareholder.
-
80,088
-
46,054
-
93,950
-
Directors' fees payable to Tomik Nominees Pty Ltd, of which Mr Ian
Hastings is a former director and shareholder.
20,000
-
79,511
-
34,195
-
31,408
-
13,908
2023
2022
$
$
9,967
117,602
Directors' fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a
former director and shareholder.
5,000
36,727
Company Secretarial 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 former director and shareholder.
-
50,000
24
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
DIRECTORS' REPORT
This concludes the remuneration report, which has been audited
On behalf of the Directors
Greg Johnson
Director
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.
25
Liability limited by a scheme approved under Professional Standards Legislation
Level 1 261 George Street
Sydney NSW 2000
PO Box H88
Australia Square NSW 1215
ABN: 56 136 616 610
Ph: (02) 9290 3099
Email:
add3@addca.com.au
Website:
www.addca.com.au
A D Danieli Audit Pty Ltd
Authorised Audit Company
ASIC Registered Number 339233
Audit & Assurance Services
Auditor’s Independence Declaration
Under Section 307c of The Corporations Act 2001
To the Directors of Gladiator Resources Limited
ABN 58 101 026 859
And Controlled Entities
I declare that, to the best of our knowledge and belief, during the year ended 30 June 2023, there have been no
contraventions of:
i.
the auditor independence requirements as set out in the Corporations Act 2001 in relation to the
audit; and
ii.
any applicable code of professional conduct in relation to the review.
A D DANIELI AUDIT PTY LTD
Sam Danieli
Sydney, 1 September 2023
2023
2022
Note
$
$
Continuing operations
Interest Income
8,219
-
Other Revenue
109,173
Audit expenses
(14,079)
(25,303)
Accounting expenses
(32,009)
(65,302)
Company secretarial fees
(50,456)
(25,000)
Consultancy fees
(44,910)
(161,320)
Directors' benefits expense
(130,456)
(187,484)
Exploration expenditure written off
(469,053)
(3,461)
Fees and permits
(1,101)
(8,135)
Insurance
(39,459)
(37,201)
Legal costs
(22,572)
(141,697)
Share registry maintenance fees
(19,381)
(13,819)
Share based payment expense
(492,000)
Travel and accomodation
(6,706)
(29,431)
Other expenses
(238,199)
(95,585)
Loss before income tax
(1,442,989)
(793,738)
Tax expense
3
-
-
Net loss for the year
(1,442,989)
(793,738)
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
40,547
37,229
Total other comprehensive income/(loss) for the year
40,547
37,229
Total comprehensive income for the year
(1,402,442)
(756,509)
Earnings per share
From continuing and discontinued operations:
Basic and diluted loss per share (cents)
6
(0.27)
(0.17)
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 2023
Consolidated Group
27
2023
2022
Note
$
$
Assets
Current Assets
Cash and cash equivalents
7
204,504
1,450,959
Trade and other receivables
8
9,757
33,305
Other assets
13
23,985
55,707
Total Current Assets
238,246
1,539,971
Non-Current Assets
Plant and Equipment
10
793
1,016
Exploration expenditure
11
1,874,722
1,765,354
Intangible assets
9,12
168,452
168,452
Total Non-Current Assets
2,043,967
1,934,822
Total Assets
2,282,213
3,474,793
Liabilities
Current Liabilities
Trade and other payables
14
70,756
206,576
Total Current Liabilities
70,756
206,576
Total Liabilities
70,756
206,576
Net Assets
2,211,457
3,268,217
Equity
Issued capital
15
26,359,006
25,867,006
Reserves
21
157,267
263,038
Retained earnings
(24,304,816)
(22,861,827)
Total Equity
2,211,457
3,268,217
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
Consolidated Group
The accompanying notes form part of these financial statements.
28
Share Capital
Retained
Earnings
Foreign
Currency
Translation
Reserve
Option
Reserve
Total
$
$
$
$
$
23,349,800
(22,068,089)
-
-
1,281,711
-
(793,738)
-
-
(793,738)
Other comprehensive income for the year
37,229
37,229
-
(793,738)
37,229
-
(756,509)
Transactions with owners, in their capacity as owners, and other transfers
2,875,015
-
-
-
2,875,015
(357,809)
-
-
-
(357,809)
Options issued during the year
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
25,867,006
(22,861,827)
37,229
225,809
3,268,217
-
(1,442,989)
-
-
(1,442,989)
-
-
40,547
-
40,547
-
(1,442,989)
40,547
-
(1,402,442)
Transactions with owners, in their capacity as owners, and other transfers
492,000
-
-
-
492,000
-
-
(37,229)
-
(37,229)
-
-
-
(109,089)
(109,089)
492,000
-
(37,229)
(109,089)
345,681
26,359,006
(24,304,816)
40,547
116,720
2,211,457
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
Balance at 1 July 2021
Consolidated Group
Total transactions with owners and other transfers
Options issued during the year
Comprehensive income
Total comprehensive income for the year
Shares issued during the year
Total transactions with owners and other transfers
Transaction costs net of tax
Balance at 1 July 2022 (to update below)
Comprehensive income
Loss for the year
Other comprehensive income for the year
Transaction costs net of tax
The accompanying notes form part of these financial statements.
Reserve
Balance at 30 June 2022
Loss for the year
Balance at 30 June 2023
Total comprehensive income for the year
Shares issued during the year
29
Note
2023
2022
$
$
Cash Flows from Operating Activities
Other Income
8,219
-
Payments to suppliers and employees
(679,879)
(759,654)
Net cash generated by operating activities
17a
(671,660)
(759,654)
Cash Flows from Investing Activities
Payments for exploration expenditure
(582,137)
(664,271)
Payments for exclusive option to purchase tenement licenses
-
-
Loans to subsidiary prior to acquisition*
-
(742,599)
Net cash (used in)/generated by investing activities
(582,137)
(1,406,870)
Cash Flows from Financing Activities
Proceeds from issue of shares
-
2,400,000
Proceeds from exercise of options
-
396,875
Transaction costs
-
(132,000)
Net cash provided by (used in) financing activities
-
2,664,875
Net increase in cash held
(1,253,797)
498,351
Cash and cash equivalents at beginning of financial year
1,450,959
941,733
Cash acquired from acquisition of subsidiary
-
10,875
Effect of exchange rates on cash holdings in foreign currencies
7,342
-
Cash and cash equivalents at end of financial year
7
204,504
1,450,959
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 87 604 871 712
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated Group
The accompanying notes form part of these financial statements.
30
(a)
(b)
Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax
losses.
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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 2023. 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 18 Septemeber 2023 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.
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 2023 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.
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.
31
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
-
-
(c)
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).
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.
Plant and equipment
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.
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
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.
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.
is not a business combination; and
32
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
(d)
(e)
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.
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.
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 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
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.
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)
33
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
(f)
—
—
—
—
—
—
—
—
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 an effective
hedging relationship).
A financial liability is held for trading if:
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.
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 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.
it is incurred for the purpose of repurchasing or repaying in the near term;
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
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
34
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
—
—
—
Tab Tab
—
—
—
—
—
—
—
—
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.
it is a hybrid contract that contains an embedded derivative that significantly modifies the cash flows otherwise required by the
contract.
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:
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.
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.
Financial assets
Measurement is on the basis of two primary criteria:
Table 1. Prospecting Licenses held by Zeus Resources (T) Limited in Tanzania.
the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
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.
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.
amortised cost;
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:
fair value through other comprehensive income; or
The Company initially designates a financial instrument as measured at fair value through profit or loss if:
35
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
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);
the simplified approach
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.
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.
All of the following criteria need to be satisfied for derecognition of a financial asset:
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.
On derecognition of a debt instrument classified 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.
36
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
—
—
(g)
(h)
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.
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.
lease receivables.
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.
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
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.
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.).
37
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
(i)
—
—
—
(j)
(k)
(l)
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.
assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
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.
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
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.
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:
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.
38
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
(m)
(n)
(o)
(p)
(q)
Key Judgements
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.
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.
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.
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.
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.
Exploration and Evaluation Expenditure
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
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.
39
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 1: Summary of Significant Accounting Policies (continued)
(r)
2023
2022
$
$
Statement of Financial Position
Assets
Current Assets
226,296
1,534,500
Non-current Assets
2,098,042
1,922,467
Total Assets
2,324,338
3,456,967
Liabilities
Current Liabilities
70,561
181,610
Non-current Liabilities
-
-
Total Liabilities
70,561
181,610
Net Assets
2,253,777
3,275,357
Equity
Issued Capital
26,359,006
25,867,006
Accumulated losses
(24,221,951)
(22,817,458)
Reserves
116,722
225,809
Total Equity
2,253,777
3,275,357
Statement of Profit or Loss and Other Comprehensive Income
Loss for the year
(1,404,491)
(736,310)
Other comprehensive income
-
-
Total comprehensive income
(1,404,491)
(736,310)
Contingent liabilities
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.
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.
Going Concern
The financial report has 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 $1,442,989 (2022: loss of $793,738) and net cash outflows from the operating activities of $671,660 (2022:
outflows of $759,654) for the year ended 30 June 2023. As of that date, the Group had net assets of $2,211,457 (2022: net assets of
$3,268,217). These conditions indicate a material uncertainty that may cast significant doubt concerning the ability of the Group to
continue as a going concern.
Gladiator Resources Limited has no commitments and contingent liabilities at the date of this report.
Parent Information
Note 2
40
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
Note
$
$
(a)
—
(360,747)
(198,435)
—
360,747
198,435
-
-
Nil
Nil
2023
2022
Note
$
$
(b)
Tax losses
Unused tax losses for which no deferred tax asset has been recognised
10,712,036
9,657,119
-
-
-
2023
2022
Note
$
$
(c)
Tax losses
(Loss) from continuing operations
(1,442,989)
(793,738)
Income tax (benefit) calculated at 25% (2022: 25%)
(360,747)
(198,435)
Effect of non-deductible/(deductible) expenses
(40,237)
(219,116)
Effect of unused tax losses and tax offsets not recognised as deferred tax
400,984
417,551
Income tax attributable to entity
-
-
Consolidated Group
Note 3
Tax Expense
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% (2022: 25%)
Consolidated Group
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30
June 2023 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
Consolidated Group
The prima facie tax on profit from ordinary activities before income tax is
reconciled to income tax as follows:
consolidated group
Income tax attributable to entity
Deferred tax not brought to account
Add:
Balance of franking account at year end
41
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
$
$
Short-term employee benefits
299,539
204,909
299,539
204,909
2023
2022
$
$
Remuneration of the auditor, of the respective company and its subsidiaries, for:
—
26,601
22,900
—
-
2,403
26,601
25,303
2023
2022
$
$
(a)
(1,442,989)
(793,738)
(1,442,989)
(793,738)
No.
No.
(b)
538,213,740 468,514,082
538,213,740 468,514,082
(0.27)
(0.17)
Weighted average number of ordinary shares outstanding during the year
used in calculating dilutive EPS
Consolidated Group
Consolidated Group
Loss
Earnings per share
Earnings used in the calculation of dilutive EPS
Auditor’s Remuneration
Weighted average number of ordinary shares outstanding during the year
used in calculating basic EPS
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 2023.
Note 4
Key Management Personnel Compensation
Total KMP compensation
Note 6
Reconciliation of earnings to profit or loss
Note 5
Earnings per Share
other matters
42
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note
2023
2022
$
$
204,504
1,450,959
17
204,504
1,450,959
204,504
1,450,959
204,504
1,450,959
2023
2022
$
$
—
9,757
33,305
9,757
33,305
Credit risk
2023
2022
(a)
Financial Assets Measured at Amortised Cost
Note
$
$
Trade and other Receivables
— Total current
9,757
33,305
— Total non-current
-
-
Total financial assets measured at amortised cost
20
9,757
33,305
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
Trade and Other Receivables
Note 8
Cash and cash equivalents
Reconciliation of cash
Cash at bank and on hand
Note 7
Cash and Cash Equivalents
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 8. 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
Current
43
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(a)
Information about Principal Subsidiaries
2023
(%)
2022
(%)
100%
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)
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 the Group. Each subsidiary’s principal place of business is also
its country of incorporation.
Note 9
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.
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
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
44
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
$
$
1,057
1,016
(264)
-
793
1,016
(a)
Computer
Equipment
Total
$
$
1,016
1,016
Acquisitions through business combinations
-
-
-
-
41
41
1,057
1,057
2023
2022
$
$
Non-Current
Mineral exploration and evaluation expenditure (FIX 2023)
Balance at beginning of year
1,765,354
244,031
Current year expenditure capitalised
555,963
462,330
Additions through business combinations
-
644,858
Transfer in- Acquisition of Bendoc and Rutherglen exploration licences
-
400,000
Impairment
(469,052)
-
Movement in foreign exchange
22,457
14,135
1,874,722
1,765,354
-
-
-
Total plant and equipment
Balance at 1 July 2022
Depreciation expense
Movement in foreign currency
Capitalised exploration expenditure of $555,963 relates to the Zeus tenements in Tanzania and the Bendoc licence located in Australia.
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.
Balance at 30 June 2023
Property, Plant and Equipment
Note 10
PLANT AND EQUIPMENT
Consolidated Group:
Balance at end of year
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
The company has impaired the Marymia licence in Western Australia and the Rutherglen licence in Victoria.
45
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 11: Exploration Expenditure (continued)
Impairment Indicators
-
-
-
-
-
-
2023
2022
$
$
168,452
168,452
-
-
168,452
168,452
168,452
168,452
Goodwill
Total
$
$
168,452
-
-
168,452
168,452
168,452
The net assets of the Group exceeds its market capitalisation.
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 annually
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;
Closing value at end of the year
Year ended 30 June 2023
Additions
Total intangible assets
Balance at the beginning of the year
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:
46
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
$
$
13,985
35,707
10,000
20,000
23,985
55,707
Total Other Assets
Current
23,985
55,707
Non-Current
-
-
23,985
55,707
2023
2022
$
$
6,735
80,156
64,021
126,420
70,756
206,576
2023
2022
$
$
(a)
Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables
— Total current
70,756
206,576
— Total non-current
-
-
Financial liabilities as trade and other payables
70,756
206,576
2023
2022
$
$
26,359,006
25,867,006
26,359,006
25,867,006
No.
$
No.
$
522,169,904
28,990,995 361,044,904
26,473,790
24,000,000
492,000 161,125,000
2,875,015
-
(3,123,989)
-
(357,810)
546,169,904
26,359,006 522,169,904
28,990,995
Current
Current
Deposits paid
Consolidated Group
Issued Capital
Note 15
546,169,904 fully paid ordinary shares (2022: 522,169,904)
The Group has authorised share capital amounting to 546,169,904 ordinary shares.
Consolidated Group
Ordinary Shares
2023
2022
Consolidated Group
Unsecured liabilities
Note 13
Other Assets
Sundry payables and accrued expenses
Trade payables
Note 14
Trade and Other Payables
Prepayments
Consolidated Group
Consolidated Group
At the end of the reporting period
On 15 July 2022, the Company issued 12,000,000 fully paid ordinary shares for the achievement of the first milestone of the Zeus
acquisition for a total of $228,000.
At the beginning of the reporting period
Shares issued during the year
Less: Transaction costs
On 14 February 2023, the Company issued 12,000,000 fully paid ordinary shares for the achievement of the second and third milestones
of the Zeus acquisition for a total of $264,000.
47
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 15: Issued Capital (continued)
(b)
2023
2022
No.
No.
At the beginning of the reporting period
37,250,000
37,250,000
Issued during the financial year
20,000,000
-
Consolidated during the year
-
-
Expired during the financial year
(17,125,000)
-
Balance at the end of the financial year
40,125,000
37,250,000
Exercisable at the end of the financial year
40,125,000
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
12,000,000
25/04/2017
24/01/2024
$0.060
Unlisted options issued
8,125,000
17/11/2020
17/11/2023
$0.015
Unlisted options issued
20,000,000
1/12/2022
31/12/2025
$0.050
40,125,000
(c)
Capital Management
2023
2022
Note
$
$
-
-
7
(204,504)
(1,450,959)
(204,504)
(1,450,959)
2,211,457
3,268,217
2,006,953
1,817,258
N/A
N/A
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
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.
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
48
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
(i)
Segment performance
Australia
Tanzania
Total
30 June 2023
$
$
$
REVENUE
Other revenue
(109,173)
-
(109,173)
Interest Income
(8,219)
-
(8,219)
Total segment revenue
(117,392)
-
(117,392)
Reconciliation of segment revenue to group revenue
Total group revenue
(117,392)
Directors' benefits expense
113,646
16,810
130,456
Consultancy fees
44,910
-
44,910
Travel and accomodation
3,193
3,513
6,706
Exploration expenditure written off
469,053
-
469,053
Other expenses
891,081
18,175
909,256
1,521,883
38,498
1,560,381
Segment loss before tax
1,442,989
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
Consulting fees
161,320
-
161,320
Travel and accommodation
29,431
-
29,431
Exploration 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
Operating Segments
Segment information
Expenses
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.
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
49
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 16: Operating Segments (continued)
(ii) Segment assets
Australia
Tanzania
Total
30 June 2023
$
$
$
Segment assets
Segment assets
1,120,135
1,162,078
2,282,213
Reconciliation of segment assets to group assets
Intersegment eliminations
-
-
-
Total group assets
1,120,135
1,162,078
2,282,213
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
(iii) Segment liabilities
Australia
Tanzania
Total
30 June 2023
$
$
$
Segment liabilities
Segment liabilities
70,564
192
70,756
Reconciliation of segment liabilities to group liabilities
Intersegment eliminations
-
-
-
Total group liabilities
70,564
192
70,756
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
50
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
$
$
(a)
(1,442,989)
(793,738)
Option Income
(109,173)
-
Share based payment expense
492,000
-
469,053
3,461
23,548
(18,133)
31,722
(11,306)
(135,820)
60,062
(671,660)
(759,654)
On the 27th July 2023, the company announced it had completed a private placement of 61,126,923 ordinary shares
at 0.013 cents per share raising gross cash proceeds of $794,650.
(a)
i.
ii.
Key Management Personnel:
The Group's main related parties are as follows:
Cash Flow Information
Loss after income tax
Increase/(decrease) in trade payables and accruals
Net cash generated by operating activities
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
Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint
control.
Events After the Reporting Period
Consolidated Group
Changes in assets and liabilities, net of the effects of purchase and disposal of
subsidiaries:
(Increase)/decrease in trade and term receivables
(Increase)/decrease in prepayments
Other than the following, the directors are not aware of any significant events since the end of the reporting period.
Note 18
Related Party Transactions
Note 19
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.
51
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 19: Related Party Transactions (continued)
(b)
2023
2022
$
$
i.
-
50,580
20,000
117,602
5,000
36,727
-
25,000
-
42,000
-
25,000
-
50,000
10,000
20,000
44,446
-
80,088
-
46,054
-
93,950
-
(c)
2023
2022
$
$
-
32,695
-
2,259
9,967
-
(d)
2023
2022
$
$
-
34,195
-
31,408
-
13,908
Reimbursement of business expenses incurred by the Company and initially settled by
Austek MKII Pty Ltd. All expenses were incurred on an arm's length basis.
Director fees payable to GJ Executive Services, of which Mr Greg Johnson is a director and
shareholder.
Salary and wages paid to Mr James Arkoudis, whom is a director and shareholder.
Salary and wages paid to Mr Matthew Boysen, whom is a director and shareholder.
Directors' fees payable to Austek MKII Pty Ltd, of which Mr David Chidlow is a director and
shareholder
Company Secretarial fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew
Draffin is a former director and shareholder
Accounting fees payable to DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is
a former 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
Directors' fees payable to Anycall Pty Ltd, of which Mr Ian Richer is a former director and
shareholder
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 DW Accounting & Advisory Pty Ltd, of which Mr Andrew Draffin is a
former director and shareholder
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.
Directors' fees payable to Tomik Nominees Pty Ltd, of which Mr Ian Hastings is a former
director and shareholder
The following transactions occurred with related parties:
Consolidated Group
Director related entities
52
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2023
2022
Note
$
$
Financial Assets
—
7
204,504
1,450,959
—
8
9,757
33,305
Total Financial Assets
214,261
1,484,264
Financial Liabilities
—
14
70,756
206,576
Total Financial Liabilities
70,756
206,576
Financial Risk Management Policies
a.
Credit risk
b.
Liquidity risk
Financial liability and financial asset maturity analysis
Consolidated Group
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
Financial liabilities due for payment
70,756
206,576
-
-
-
-
70,756
206,576
70,756
206,576
-
-
-
-
70,756
206,576
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.
Total expected
outflows
1 to 5 years
Trade and other
payables
Within 1 Year
Over 5 years
Total
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.
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
53
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 20: Financial Risk Management (continued)
Consolidated Group
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
2023
$
2022
$
Financial Assets - cash flows realisable
204,504
1,450,959
-
-
-
-
204,504
1,450,959
9,757
33,305
-
-
-
-
9,757
33,305
214,261
1,484,264
-
-
-
-
214,261
1,484,264
143,505
1,277,688
-
-
-
-
143,505
1,277,688
c.
Market Risk
i.
Interest rate risk
Sensitivity Analysis
Profit
Equity
Year ended 30 June 2023
$
$
1,534
1,534
Profit
Equity
Year ended 30 June 2022
$
$
10,882
10,882
+/- 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.
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.
Within 1 Year
Total anticipated
inflows
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..
Consolidated Group
1 to 5 years
Trade, term and loan
receivables
Total
Over 5 years
+/- 0.75% in interest rates
Consolidated Group
These sensitivities assume that the movement in a particular variable is independent of other variables.
54
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Note 20: Financial Risk Management (continued)
Note
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Consolidated Group
$
$
$
$
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents
7
204,504
204,504
1,450,959
1,450,959
Trade and other receivables
8
9,757
9,757
33,305
33,305
Total financial assets
214,261
214,261
1,484,264
1,484,264
Financial liabilities at amortised cost
Trade and other payables
14
70,756
70,756
206,576
206,576
Total financial liabilities
70,756
70,756
206,576
206,576
(i)
2023
2022
$
$
Option reserves
116,721
225,809
Foreign Currency Translation Reserve
40,546
37,229
157,267
263,038
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.
2023
2022
Company Details
Note 22
Note 21
Reserves
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:
Note 22
Economic Dependency
Consolidated Group
Sydney NSW 2000
1 Castlereagh Street
Sydney NSW 2000
Gladiator Resources Limited
Suite 11.01
The principal places of business are:
1 Castlereagh Street
Suite 11.01
The registered office of the company is:
Gladiator Resources Limited
55
1.
(a)
(b)
2.
3.
2023
18th
day of
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 27 to 55, 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 2023 and of the performance for the year
ended on that date of the consolidated group;
Gregory Johnson
Dated this
September
56
Independent Auditor’s Report
To the Members of
Gladiator Resources Limited
ABN 58 101 026 859
And Controlled Entities
Report on the audit of the Financial Report
Opinion
We have audited the consolidated financial report of Gladiator Resources Limited and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2023, 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 2023 and of its financial
performance for the year then ended; 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 confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Liability limited by a scheme approved under Professional Standards Legislation
Level 1 261 George Street
Sydney NSW 2000
PO Box H88
Australia Square NSW 1215
ABN: 56 136 616 610
Ph: (02) 9290 3099
Email:
add3@addca.com.au
Website:
www.addca.com.au
A D Danieli Audit Pty Ltd
Authorised Audit Company
ASIC Registered Number 339233
Audit & Assurance Services
Material Uncertainty Related to Going Concern
Without qualifying our opinion, we draw attention to Note 1(r) in the financial report, which indicates that
the Group generated a loss of $1,442,989 for the year ended 30 June 2023. As at that date, the Group had
current assets of $238,246 and current liabilities of $70,756. This, with the conditions noted by the directors
as to how they expect the Group to continue as a going concern, indicate the existence of a material
uncertainty which may cast doubt on the Group’s ability to continue as a going concern. The directors are
confident that they can raise additional capital as they have been successful in the past.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key Audit Matter
How our Audit Addressed the Key Audit Matter
Exploration Expenditure
During the year, the group incurred exploration
expenditure of $555,963.
We have evaluated the appropriateness of
capitalisation policies, performed tests of details
on costs capitalised and assessed the timeliness of
the transfer of assets in the course of
development. There were no exceptions noted
from our testing.
In performing these procedures, we challenged
the judgements made by management including:
•
The nature of underlying costs capitalised as
part of the costs of the exploration,
evaluation and development asset; and
•
The allocation of costs to each tenement.
Based on our work, we noted no significant issues
on the capitalisation of costs incurred.
Impairment consideration of exploration
expenditure
During the year, the group impaired $469,052 of
exploration expenditure related to the uranium
projects in Tanzania and gold projects in Australia.
Impairment consideration of exploration expenditure
We have evaluated the appropriateness of
management’s assessment that there is no
suggestion that the carrying amount of exploration
expenditure may exceed its recoverable amount and
therefore, determined there is no requirement to
test for impairment in respect to the exploration
expenditure.
Our procedures included challenging management
on the suitability and reasonableness of these
assumptions, through performing the following:
• Review of independent evaluation of geological
data;
• Review of geological data in respect to
independent reports and ASX announcements;
• Assessing the budgeted expenditure on further
exploration and evaluation of the tenement; and
• Assessing the various agreements entered on
future production and sales.
Based on our procedures, we noted that the
exploration expenditure is fairly stated.
Going Concern
The group had cash and cash equivalents of
$204,504 (2022: $1,450,959). In addition, we
note the group incurred a loss of $1,442,989,
operating cash outgoing of $671,660 and total
current net assets of $167,490.
We have evaluated the appropriateness of
management’s assessment regarding going concern
by analysing budgets and cash flow forecasts
provided. We have also had numerous discussions
with management about this issue including
strategies and initiatives in place to reduce risk of
uncertainty regarding going concern. At this stage,
there has not been any indicators present that
would require a qualified audit opinion to be issued
due to material uncertainty regarding going
concern.
Based on our procedures, we noted that the going
concern assessment has been fairly and
appropriately disclosed within the financial
statements.
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 2023, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In 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.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion.
•
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included on pages 8 to 12 of the directors’ report for the year
ended 30 June 2023.
In our opinion, the Remuneration Report of Gladiator Resources Limited, for the year ended 30 June 2023,
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.
A D Danieli Audit Pty Ltd
Sam Danieli
Director
Sydney, 1 September 2023
1.
Shareholding
a.
Distribution of Shareholders
Ordinary
No of Holders
%
86,156
171
0.01
278,882
99
0.05
912,396
106
0.15
33,098,213
712
5.60
556,421,180
447
94.18
590,796,827
1,535
100.00
b.
c.
Shareholder
Ordinary
Preference
53,417,669
9.04%
38,150,000
6.46%
d.
Voting Rights
–
–
e.
Name
Number of Ordinary
Fully Paid Shares
Held
% Held
of Issued
Ordinary Capital
1.
53,417,669
9.042%
2.
38,150,000
6.457%
3.
26,813,975
4.539%
4.
23,800,000
4.028%
5.
21,316,586
3.608%
6.
20,305,734
3.437%
7.
18,000,000
3.047%
8.
15,045,000
2.547%
9.
11,300,000
1.913%
10.
11,000,000
1.862%
11.
10,700,000
1.811%
12.
10,100,000
1.710%
13.
10,000,000
1.693%
14.
8,333,333
1.411%
15.
8,300,000
1.405%
16.
8,000,000
1.354%
17.
6,700,911
1.134%
18.
5,975,028
1.011%
19.
5,205,329
0.881%
20.
4,500,000
0.762%
316,963,565
53.7%
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.
The voting rights attached to each class of equity security are as follows:
MR PETER TSEGAS
MR FRANK POULLAS
Category (size of holding)
BNP PARIBAS NOMINEES PTY LTD
MR FRANK POULLAS
Number
Number
The number of shareholdings held in less than marketable parcels is 4,765,452 (584 holders).
100,001 – and over
STONE INVESTMENTS & HOLDINGS PTY LIMITED
DISTINGTON HOLDINGS PTY LIMITED
M & K KORKIDAS PTY LTD
MR VICENCO ALAC
MR ADRIAN ALEXANDER VENUTI
WEALTHYSTAR GROUP LIMITED
MR BILL RONTZIOKOS & MISS GEORGINA VARDAKAS
63
GLADIATOR RESOURCES LIMITED AND CONTROLLED ENTITIES
ABN: 58 101 026 850
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
2.
3.
4.
Registers of securities are held at the following address:
Sydney NSW 2000
5.
Stock Exchange Listing
6.
Unquoted Securities
Options over Unissued Shares:
A total of 40,125,000 options are on issue with varying exercise prices and expiration terms.
The name of the company secretary is Andrew Metcalfe.
Level 8, 210 George St
Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the
Australian Securities Exchange Limited.
Boardroom Limited
The address of the principal registered office in Australia is Suite 1, Level 11, 1 Castlereagh St, Sydney NSW
2000. Telephone +61 2 8397 9888.
64
GLADIATOR
RESOURCES
Suite 1, Level 11,
1 Castlereagh St,
Sydney NSW 2000
info@gladiatorresources.au