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Annual Report 2019

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2019 ANNUAL REPORT MATERIALS FOR AN ENERGY EFFICIENT FUTURE Contents Corporate Directory 2019 Highlights Chairman’s letter to shareholders Operations report Annual Financial Report Directors’ report Auditor’s independence declaration Independent auditor’s report Director’s declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the financial statements 1 General information 2 Significant accounting policies 3 Critical accounting estimates and judgments 4 Segmented information 5 Revenue 6 Expenditure 7 8 Cash and equivalents 9 Trade and receivables Income tax expense Lease liability Issued capital 10 Other assets 11 Property plant and equipment 12 Right-of-use leased assets 13 Capitalised exploration and evaluation expenditure 14 Trade and other payables 15 16 Provisions 17 18 Reserves 19 Dividends 20 Accumulated loss 21 22 Commitments for expenditure 23 Subsidiaries 24 Notes to the statement of cash flows 25 Share based payments 26 Financial instruments 27 Key management personnel compensation 28 Key management personnel equity holdings 29 Transactions with related parties 29 Parent company information 30 Remuneration of auditors 31 Subsequent events Loss per share Additional stock exchange information DIRECTORS Anthony Ho Non-executive Chairman John Mair Managing Director Simon Cato Non-executive Director Xiaolei Guo Non-executive Director CHIEF FINANCIAL OFFICER/COMPANY SECRETARY Miles Guy REGISTERED AND HEAD OFFICE Unit 7, 100 Railway Road Subiaco WA 6008 Greenland Nuugaarmiunt B-847 3921 Narsaq, Greenland HOME STOCK EXCHANGE Australian Securities Exchange, Perth Code: GGG AUDITORS Deloitte Touche Tohmatsu SHARE REGISTRY Advanced Share Registry 110 Stirling Highzway Nedlands WA 6009 COMPANY WEBSITE www.ggg.gl ABN 85 118 463 004 1 2 4 15 16 32 33 37 38 39 40 41 42 42 42 50 51 51 52 53 54 54 55 55 56 56 57 57 58 58 58 59 59 60 60 61 61 61 65 68 69 72 72 73 73 74 2019 HIGHLIGHTS Greenland hits international headlines; rare earths in the spotlight Outstanding optimisation outcomes emphasize Kvanefjeld’s global significance Community ties strengthened via memorandum of understanding and ongoing engagement Major permitting progress; social impact assessment accepted for public consultation, environmental studies advanced 1 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT Chairman's Letter Dear Fellow Shareholder, In 2019, Greenland hit the international headlines, boosting its profile and mainstream awareness. This coincided with the finalization of optimization studies on the Kvanefjeld rare earth project that demonstrated Kvanefjeld is one of, if not the most, significant emerging rare earth projects globally. Given the recognition of key rare earths, particularly the ‘magnet metals’, as critical elements with looming supply shortage, a new level of international interest was focused on the Kvanefjeld Project and our Company’s future strategy and plans. Visitors to the town of Narsaq to visit the project area included international government representatives, journalists from international media outlets, along with documentary makers. The excellent outcomes of the optimization program stemmed from what has been a very productive and cooperative working relationship with Shenghe Resources Holding Co Ltd, and fulfilled a vision of how best to maximise the Kvanefjeld projects strengths that was conceived in 2016. Under the guidance of Shenghe’s internationally renowned metallurgical expertise, a joint technical committee oversaw work programs in China and Australia. The outcomes of this work, along with markedly improved civil engineering costs, led to circa 40% reductions in both capital and operating costs. This has Kvanefjeld positioned as one of the lowest-cost emerging producers that has a unique production profile rich in neodymium, praseodymium, terbium and dysprosium. In parallel to optimistation studies, project permitting continued to be a key focal point of activity. It was a significant milestone to have the social impact assessment accepted for public consultation, and substantial progress was made toward finalizing the environmental impact assessment. A heighted level of communication and guidance from the Greenland Government has been of great assistance in focusing additional studies that are now being finalized. These have been conducted by carefully selected independent specialists, and we continue to apply highly experienced consultants to ensure the EIA is thorough, and of a high standard. This year we aim to work in close communication with the Greenland Government to move the project through a public consultation phase that we can then follow-up to finalise the requirements of an exploitation license. We continue to work with Shenghe to advance our development plans, where greater focus will shift to off-take and marketing discussions and the downstream processing strategy. Building ties to European industry will build on positive initiatives undertaken in 2019, which included Shenghe Chairman presenting at the Confederation of Danish Industry’s Greenland conference in December. The COVID 19 virus will unquestionably influence global logistics through 2020, and we will look to keep shareholders informed as best as we can through this period. Finally, I’d like to acknowledge the diligent and committed efforts of our staff in Greenland and Australia, our Shenghe colleagues, and our key consultants. Yours sincerely Anthony Ho Non-executive Chairman 2 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT KVANEFJELD IS ONE OF, IF NOT THE MOST, SIGNIFICANT EMERGING RARE EARTH PROJECTS GLOBALLY. 3 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT Operations Report 2019 OVERVIEW AND REVIEW OF OPERATIONS In 2019, Greenland’s international profile was boosted substantially, on the back of heightened interest from the United States that reflected Greenland’s natural resource endowment and strategic location. Rare earth elements are central to the growing wave of interest in Greenland’s resources sector owing to their criticality to clean energy generation and efficient energy use, coupled with limited global supply networks. Rare earth permanent magnets will see drastic increases in demand in the coming years due to the roll out of electric vehicles, wind turbines, amongst an ever-growing list of other applications. These magnets utilise the properties of neodymium, praseodymium, terbium and dysprosium that will all see unprecedented demand increases as a result. Greenland Minerals Ltd’s 100% owned Kvanefjeld rare earth project is one of the most significant emerging rare earth projects globally. Favourably located in southern Greenland, a region which features a mild climate and the benefits of existing infrastructure, Kvanefjeld is well-placed to be developed as a major new supplier of critical rare earth materials. The Project is underpinned by one of the largest code-compliant (JORC, CIM) resources and reserves of rare earths globally. The unique rare earth minerals at Kvanefjeld can be effectively processed with a simple, highly efficient methodology that has been rigorously developed and tested in conjunction major shareholder and specialist international rare earth supplier Shenghe Resources Holding Co Ltd (Shenghe). In 2019, GML finalised project optimisation that delivered exceptional results which included major reductions to both capital and operating costs, and a highly competitive cost structure. Project optimisation drew on metallurgical studies that were jointly undertaken with Shenghe through 2017-2019, as well as civil engineering studies based on field investigations in southern Greenland by a collective of specialist engineering firms. This has Kvanefjeld positioned to be one of the lowest cost, largest producers of all key rare earths (Nd, Pr, Tb, Dy), over an initial 37 year mine life. Substantial progress was also made in finalising the Environmental Impact Assessment (EIA), a key component of project permitting. EIA reviews were received in October, and subsequent meetings with Greenland’s Environmental Agency for Mineral Resource Activities EAMRA resulted in a clear and structured approach to finalising the EIA. Many areas of the EIA are closed out and additional work programs are set for completion in the first quarter of 2020. The EIA for Kvanefjeld draws on many technical studies by a cross section of specialist independent consultants that have been carefully selected based on their reputation and competency. The process has been designed to be thorough and rigorous in understanding and investigating risks associated with project development, operation and closure. Growing Geopolitical Interest In May, the Company was an invited participant in the ‘Future Greenland’ conference, held in Nuuk, where GML’s Managing Director Dr John Mair presented in the mining session. During this period Dr Mair had the opportunity to meet with 4 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT the US Ambassador to Denmark Carla Sands and her aids to discuss Greenland’s emerging mining sector, the rare earth industry, and the status and outlook of the Kvanefjeld Project. Through early July, GML participated in a joint research program conducted by Greenland’s Department of Geology and the US Geological Survey that aimed to produce updated geological and geophysical data over southern Greenland’s rare metal province. As part of this initiative, the research team spent several days studying the geology of the Kvanefjeld Project area through visiting outcropping ore zones and examining drill cores at the Company’s operations base in Narsaq. Datasets along with study outcomes are to be made freely available and aim to continue to build the profile of one of Greenland’s most significant mineral provinces. Following the USGS field work, Ambassador Sands visited southern Greenland and GML’s operations base in Narsaq. The US Greenlandic Affairs Officer Mr Sung Choi also visited the Kvanefjeld Project where Ib Laursen, GML’s operations manager based in Narsaq, provided a tour of the Kvanefjeld mine area and the planned infrastructure layout. In early December, GML’s Managing Director joined a delegation from Shenghe, GML’s largest shareholder and strategic partner, to participate in the Confederation of Danish Industry’s Greenland-focussed conference, held in Copenhagen. Shenghe were represented by Mr Hu Zesong (Chairman and CEO), Mr Guo Xiaolei (Secretary to the Board, Shenghe, GML Director), and Ms Jean Fan (Assistant Manager, Investment and Development, Shenghe). This was an excellent opportunity for Shenghe’s Chairman, Mr Hu Zesong, to present an overview to a cross section of industry, government and media representatives from Greenland and Denmark on the outlook for the rare earth sector, Shenghe’s international growth strategy and significant role the Kvanefjeld Project can play. The visit to Denmark allowed for a productive meeting of the Shenghe/GML delegation with Greenland’s Minister for Mineral Resources, Mr Vittus Qujaukitsoq, to discuss the forward strategy for the Kvanefjeld Project, and its importance to future rare earth supply. Meetings were also held with Mr Brian Buss, head of Greenland’s business association, as well as Danish government representatives. GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT 5 Operations Report (continued) Permitting Update Project permitting remains a key point of Company focus. Over the last couple of years GML has worked through a guidance, or review phase, that is aimed at preparing social and environmental impact assessments for public consultation, and the subsequent production and approval of a white paper. The scope of the impact assessments is framed by the ‘terms of reference’, which were approved after public consultation in late 2015. Changes to the administrative structure in 2019 that relates to mineral resources have aimed to centralise responsibilities with areas of Social Impact Assessments (SIA) and Impact Benefit Agreements (IBA) shifting from the Ministry of Industry and Energy, back to the Ministry for Mineral Resources and Labour. A new minerals strategy has also been put forward for consultation by the Greenland Government to streamline the permitting process and make it faster, simpler and more transparent. This reflects a growing awareness that more can be done to improve the regulatory conditions for the minerals industry, and that improvements are required. In the Company’s view, it is positive to see industry feedback taken on board. For GML, a lot of progress was made in 2019 on finalising the Kvanefjeld mining license application for public consultation. The SIA and Maritime Safety Study (MSS) have been accepted for public consultation. The latest feedback on the EIA, received in mid-October, has been presented in a considerably more structured approach with feedback focussed on isolating a small number of priority areas (Type 1 issues) where further information has been requested prior to a public consultation. This presents a much clearer and more structured path forward. Social Impact Assessment In late March, GML announced an important permitting milestone, with the SIA review and guidance period coming to completion and the SIA accepted for public consultation. Greenland’s Mineral Resources Act requires that applicants for mining exploitation licences submit a Social Impact Assessment, and a complementary Environmental Impact Assessment (“EIA”), as part of their applications. Both assessments must be made available for public consultation once they have been reviewed and accepted by the relevant Greenlandic authorities. An SIA is reviewed by the Ministry of Industry and Energy (“MIE”) and an EIA is reviewed by Greenland’s Environmental Agency for Mineral Resource Activities (EAMRA). The purpose of public consultation is to allow an opportunity for stakeholders to provide feedback on impact assessments thereby helping to ensure that the all impacts and potential issues are described and addressed to the satisfaction of local communities. Importantly, GML has conducted consistent stakeholder meetings such that the SIA and EIA have been developed with considerable stakeholder input. The Company’s SIA was prepared by Shared Resources Pty Ltd, an independent Australian consultant specialising in international social impact assessments for natural resources projects incorporating best practice benchmarks and the International Finance Corporation’s “Performance Standards”. The SIA has been translated to Greenlandic and Danish and is standing by for the public consultation phase when the EIA has been finalised. THE PURPOSE OF PUBLIC CONSULTATION IS TO ALLOW AN OPPORTUNITY FOR STAKEHOLDERS TO PROVIDE FEEDBACK ON IMPACT ASSESSMENTS THEREBY HELPING TO ENSURE THAT THE ALL IMPACTS AND POTENTIAL ISSUES ARE DESCRIBED AND ADDRESSED TO THE SATISFACTION OF LOCAL COMMUNITIES. 6 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT Environmental Impact Assessment In June, GML lodged the revised EIA with the Greenland Government. The EIA included additional background studies that were updated by independent specialist consultants following ongoing guidance by the Greenland Government and their advisory groups. This did not change the outcomes of the EIA but continued to build an in-depth understanding of the project and all potential impacts and associated risks. The EIA for Kvanefjeld was reviewed through August – September 2019, with feedback received from Greenland’s Environmental Agency for Mineral Resource Activities (EAMRA) in October. In the review feedback EAMRA separated outstanding environmental issues into two categories: Type 1; those where EAMRA require more information before the EIA can be accepted for public consultation; and Type 2; which can be answered after the process of formal public consultation has been completed and finalised before exploitation plans are approved. This represents an important step as it brings further work down to a small subset of areas in order to see the EIA accepted for public consultation. Through November and early December GML conducted a series of constructive meetings with EAMRA and their advisors, to discuss Type 1 issues and the approach to finalising the EIA. Scopes of work for additional studies were reviewed, and additional work programs were commissioned. Most of the supplemental work relates to tailings storage facilities: more detailed modelling of scenarios for embankment failure; more detailed review of seismic conditions to validate long term stability of tailings structures; and a request to investigate the viability of an alternative “dry closure” option for the planned tailings facility. Independent specialist consultant Klohn Crippen Berger (KCB) have been engaged to perform the supplemental tailings studies. Work by KCB will build on existing tailings studies conducted by AMEC Foster Wheeler (now Wood Group). KCB are a new consultant to contribute to the project and will provide an external assessment of existing environmental designs. Their work on the tailings-related Type 1 issues was completed in March 2020. Arcadis, who have conducted several studies on the Kvanefjeld Project on radiation, were retained by GML to conduct supplemental work and further clarify the outcomes of existing studies. The supplemental studies will add further detail to the EIA and is an important step in developing the EIA to the highest standards possible. Through this rigorous approach GML will provide confidence to Greenland stakeholders that the environmental impact of the Kvanefjeld Project has been investigated rigorously. The supplemental studies will build upon previous assessments and are not addressing any gap or any new environmentally critical issues. All supplemental studies are scheduled to be completed in Q1, 2020, and an updated EIA incorporating the supplemental studies to address all Type 1 issues will be lodged with the Greenland Government around end of Q1 2020. 7 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT Operations Report (continued) Participation Agreement with South Greenland Community In early March, GML entered a Memorandum of Understanding with Kommune Kujalleq and Kujalleq Business Council establishing the three parties’ intention to conclude a Participation Agreement supporting and supplementing the Impact Benefit Agreement (IBA) which will be part of a successful mining licence application for the Company’s Kvanefjeld Project. Kommune Kujalleq, headquartered in Qaqortoq, is the municipal authority for the region of southern Greenland which includes Narsaq and the Kvanefjeld Project areas. Kujalleq Business Council is the energetic local organisation representing the local workforce and businesses. In the Memorandum of Understanding, signed at the PDAC Conference in Toronto on 4th March 2019, the three Parties have agreed to a timeframe and a process for negotiating a Participation Agreement which will cover community capacity development in terms of needs identification and skills development for the local workforce and businesses. The parties have also agreed on the importance of sharing knowledge about local culture and land use practices with the projected influx of Project workers. The Memorandum is a demonstration of community support for the Project, and a familiarity with the Company that reflects many years of stakeholder engagement. It marks an important step in increased dialogue, as GML works to establish clear toward project timelines with the Greenland Government, which benefits planning for local businesses and stakeholders. 8 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT COMMUNITY TIES STRENGTHENED VIA MEMORANDUM OF UNDERSTANDING AND ONGOING ENGAGEMENT Technical Work – Laboratory Metallurgical test work continued in Q1 and Q2 with a main focus on the development of a simple single stage leach for the recovery of rare earths. The simplified leach process significantly reduces capital and operating costs and process complexity. The leach process results in better overall rare earth recoveries with the simultaneous dissolution of rare earths and uranium. Vendor filtration test work confirmed good filterability of the leach residues and high wash efficiencies. Following the completion of technical studies in Q1 and Q2 that focussed on metallurgical flowsheet optimisation, laboratory work shifted to further improve radionuclide removal. This has been highly successful with the elimination of thorium and residual uranium from intermediate rare earth concentrate, without rare earth losses. This process also removes other non- radioactive species to improve the overall purity of intermediate rare earth concentrates. Test work in this area is ongoing and will ensure that intermediate products can be exported to a number of facilities for further processing to produce individual rare earth oxides and metals. SGS Oretest Laboratories (Perth) has also been successful in producing uranium oxide (non-commercial quantities) from Kvanefjeld ore utilising the optimised flowsheet. A detailed chemical analysis was performed on the resulting uranium precipitate which confirmed that it meets all relevant specifications for a commercial uranium oxide product (meets all the specifications of the Orano and ConverDyn converters). SGS Oretest Laboratories is an independent laboratory which has full accreditation in radiation testing and as a storage facility. 9 GREENLAND MINERALS LIMITED – 2019 ANNUAL REPORT Operations Report (continued) Kvanefjeld Project – Optimised Feasibility Outcomes The optimisation of the Kvanefjeld Project, which has been underway since 2017, has focused on metallurgical performance and civil design and engineering. These studies built on the 2016 Kvanefjeld Feasibility Study, following the commencement of cooperation with Shenghe. The outcomes of these studies were finalised during Q2, 2019. The reduction in the capital cost estimate is the result of optimisation studies covering all elements of the Project from the flowsheet to civil construction. The results of individual optimisation studies have been the subject of progressive updates to the market since 2016. Key Outcomes: Capital cost reduced by 40% to US$505M Operating costs reduced by 40%, resulting in unit costs of 5 Years $' 000 Total $' 000 - - - - - - - - - - 8,599 714 9,313 6,702 54 6,756 Dec 2019 Cash and equivalents Trade and receivables - current Dec 2018 Cash and equivalents Trade and receivables - current 66 Page | 61 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Notes to the accounts 26: Financial instruments (cont’d) credit risk. the prior year. (iii) Liquidity Risk Liquidity risk refers to maintaining sufficient cash and equivalents to meet on going commitments, as and when they occur. The primary source of liquid funds for the Consolidated Group, are funds the Consolidated Group holds on deposit with varying maturity dates. The Consolidated Group monitors its cash flow forecast and actual cash flow to ensure that present and future commitments are provided for. As well as matching the maturity date of funds invested with the timing of future commitments. There was no change in managing credit risk or the method of measuring risk from the prior year. (iv) Foreign Currency Risk The Consolidated Group’s risk from movements in foreign currency exchange rates, relates to funds transferred by the Company to the Greenland subsidiary and the funds are held in Danish Krone (DKK). This risk exposure is minimised by only holding sufficient funds in DKK, to meet the immediate cash requirements of the subsidiary. Once funds are converted to DKK they are only used to pay expenses in DKK. (d) Liquidity risk The following table details the Consolidated Group’s expected maturity for its non-derivative financial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Company/Consolidated Group anticipates that the cash flow will occur in a different period. Weighted Average Effective interest rate % 1.2 - 1.2 - < 6 6 – 12 Months Months $' 000 $' 000 1 - 5 Years $' 000 > 5 Years $' 000 Total $' 000 8,347 714 9,061 6,482 54 6,536 252 - 252 220 - 220 - - - - - - - - - - 8,599 714 9,313 6,702 54 6,756 Dec 2019 Cash and equivalents Trade and receivables - current Dec 2018 Cash and equivalents Trade and receivables - current Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Notes to the accounts 26: Financial instruments (cont’d) The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Consolidated Group’s maximum exposure to There was no change in managing credit risk or the method of measuring risk from The following table details the Consolidated Group’s remaining contractual maturity for its non- derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Weighted Average Effective interest rate % - - - - < 6 Months $' 000 6 – 12 Months $' 000 1 – 5 Years $' 000 > 5 Years $' 000 Total $' 000 941 - 941 655 - 655 - - - - - - - - - - - - - - - - - - 941 - 941 655 - 655 Dec 2019 Trade and other payables Other liabilities Dec 2018 Trade and other payables Other liabilities (e) Interest rate risk The Consolidated Group is exposed to interest rate risk because it places funds on deposit at variable rates. The risk is managed by the Consolidated Group by monitoring interest rates. The Consolidated Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note. The Group has performed sensitivity analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity post tax which could result from a change in these risks. In the analysis a 1% or 100 basis points movement has been applied on the assumption that interest rates are unlikely to move up more than that and less likely to fall. This is taking into account the current interest rate levels and general state of the economy. There has been no change in managing credit risk or the method of measuring risk from the prior year. Interest Rate Sensitivity Analysis At 31 December 2019, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows: Change in profit Increase in interest rate by 1% (100 basis points) Decrease in interest rate by 1% (100 basis points) Dec 2019 $' 000 Dec 2018 $' 000 64 (64) 61 (61) A 1% or 100 basis points variable has been applied to the interest rate sensitivity analysis, after giving consideration to the current interest rate levels and general state economy. Page | 61 Page | 62 67 67 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Notes to the accounts 26: Financial instruments (cont’d) Fair value of financial instruments The carrying value of all financial instruments is the approximate fair value of the instruments. This is based on the fact that all financial instruments have either a short term date of maturity or are loans to subsidiaries. 27: Key management personnel compensation The aggregate compensation made to key management personnel of the Consolidated Group is set out below: Short-term employee benefits Bonus payments Other benefits (i) Post-employment benefits Other long-term benefits – provision for long service leave Share-based payment Year ended 31 Dec 2019 $ 760,000 200,000 38,109 68,398 Year ended 31 Dec 2018 $ 736,666 - 37,074 66,181 9,525 (178,623) 897,409 9,374 207,700 1,056,995 (i) Recognition of increase in annual leave provision resulting from the accrual of statutory annual leave being great than the annual leave taken by the respective KMP Refer to the remuneration report included in pages 22 to 29 of the Directors report for more detailed remuneration disclosures. 68 Page | 63 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT The carrying value of all financial instruments is the approximate fair value of the instruments. This is based on the fact that all financial instruments have either a short term date of maturity or are loans to 27: Key management personnel compensation The aggregate compensation made to key management personnel of the Consolidated Group is set Notes to the accounts 26: Financial instruments (cont’d) Fair value of financial instruments subsidiaries. out below: Short-term employee benefits Bonus payments Other benefits (i) Post-employment benefits Other long-term benefits – provision for long service leave Share-based payment Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Year ended Year ended 31 Dec 2019 $ 760,000 200,000 38,109 68,398 31 Dec 2018 $ 736,666 - 37,074 66,181 9,525 (178,623) 897,409 9,374 207,700 1,056,995 (i) Recognition of increase in annual leave provision resulting from the accrual of statutory annual leave being great than the annual leave taken by the respective KMP Refer to the remuneration report included in pages 22 to 29 of the Directors report for more detailed remuneration disclosures. d e t i i l i m L s a r e n M d n a n e e r G l s e i t i t n E d e l l o r t n o C d n A t r o p e R l a i i c n a n F 9 1 0 2 r e b m e c e D 1 3 e c n a l a B e g n a h c r e h t o t e N n o d e v i e c e R s n o i t p o f o e s i c r e x e i y l l a n m o n d l e h e c n a l a B r a e y f o d n e t a . o N . o N - - - - - - - - - - , 0 1 6 5 7 8 3 , , 2 6 0 4 6 3 8 , - , 4 9 5 9 8 3 6 , , 0 5 6 3 0 8 1 , , 0 1 6 5 2 5 3 , - , 2 6 0 4 6 3 8 , , 4 9 5 9 8 3 6 , , 0 5 6 3 0 6 1 , - - - 0 0 0 , 0 5 3 ) i ( . o N 0 0 0 , 0 0 2 - 0 1 6 , 0 5 5 - 0 0 0 , 0 0 2 ) 0 0 0 0 0 1 ( , - - - - - - - 0 0 5 , 7 3 3 0 0 0 , 5 7 3 6 8 7 , 1 7 - - - - - - - - - - - 0 1 6 , 5 2 5 , 3 2 6 0 , 4 6 3 , 8 4 9 8 , 9 8 3 , 6 0 5 6 , 3 0 6 , 1 0 0 5 , 7 3 6 , 2 2 6 0 , 9 8 9 , 7 8 0 8 , 7 1 1 , 6 - 0 5 6 , 3 0 7 , 1 . o N . o N . o N 9 1 0 2 c e D r i a M J o t a C S o u G X y u G M o H A 8 1 0 2 c e D r i a M J o t a C S o u G X y u G M o H A r o d e s a h c r u p r o , X S A e h t h g u o r h t t e k r a m n o r e h t i e l d o s r o d e s a h c r u p , t n e m e c a p l e r a h s h g u o h t r o f d e b i r c s b u s s e r a h s o t s e t a e r l e g n a h c r e h t o t e N ) i ( . s n o i t c a s n a r t t e k r a m f f o y t r a p d r i h t h g u o r h t l d o s 4 6 | e g a P 69 69 s a d e t n a r G n o i t a s n e p m o c r a e y e c n a l a B i f o g n n n g e b t a i d e t i m L i l i s a r e n M d n a n e e r G l f o s e r a h s i y r a n d r o d a p y i i l s g n d o h y t i u q e l e n n o s r e p t n e m e g a n a m y e K : 8 2 l l u F s t n u o c c a e h t o t s e t o N Page | 63 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT d e t i l i i m L s a r e n M d n a n e e r G l s e i t i t n E d e l l o r t n o C d n A t r o p e R l a i i c n a n F 9 1 0 2 r e b m e c e D 1 3 ) d ’ t n o c ( l i s g n d o h y t i u q e l e n n o s r e p t n e m e g a n a m y e K : 8 2 s t n u o c c a e h t o t s e t o N 70 s n o i t p O d e t s e v r a e y g n i r u d . o N . o N . o N d n a d e t s e V e l b a s i c r e x e d e t s e v e c n a l a B r a e y f o d n e t a t a e c n a l a B r a e y f o d n e . o N r e h t o t e N ) i ( e g n a h c . o N d e r i p x E o N . o N . o N d e s i c r e x E n o i t a s n e p m o c r a e y f o . o N s a d e t n a r G i i g n n n g e b t a e c n a l a B d e t i m L i i l s a r e n M d n a n e e r G l f o s n o i t p o e r a h S 5 6 | e g a P - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 3 1 8 , 2 2 2 , 1 ( - ) 0 0 0 , 0 1 4 ( - - ) 0 0 0 , 0 0 4 ( ) 0 5 6 , 8 2 5 ( - - - - - - - ) 0 0 5 , 7 3 3 ( ) 0 0 0 , 5 7 3 ( ) 6 8 7 , 1 7 ( - - - - - - - - - - - - - - - 6 8 7 , 1 8 4 0 0 5 , 7 3 3 3 1 8 , 7 9 5 , 1 - 0 5 6 , 8 2 9 9 1 0 2 c e D r i a M J o t a C S o u G X y u G M o H A 8 1 0 2 c e D r i a M J o t a C S o u G X y u G M o H A l d o s r o d e s a h c r u p r o , X S A e h t h g u o r h t t e k r a m n o r e h t i e l d o s r o d e s a h c r u p , s e u s s i s t h g i r h g u o h t r o f d e b i r c s b u s s n o i t p o o t s e t a e r l e g n a h c r e h o t t e N ) i ( . s n o i t c a s n a r t t e k r a m f f o y t r a p d r i h t h g u o r h t GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT d e t i l i i m L s a r e n M d n a n e e r G l s e i t i t n E d e l l o r t n o C d n A t r o p e R l a i i c n a n F 9 1 0 2 r e b m e c e D 1 3 s t n u o c c a e h t o t s e t o N ) d ’ t n o c ( l i s g n d o h y t i u q e l e n n o s r e p t n e m e g a n a m y e K : 8 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 0 0 0 0 0 0 , 6 - - , 0 0 0 0 0 5 , 1 - , 0 0 0 0 0 0 , 6 - - - - - - - - - - s t h g R i d e t s e v r a e y g n i r u d . o N . o N . o N d n a d e t s e V e l b i t r e v n o c d e t s e v e c n a l a B r a e y f o d n e t a t a e c n a l a B r a e y f o d n e . o N r e h t o t e N ) i ( e g n a h c . o N s a d e t n a r G i i g n n n g e b t a d e r i p x E o N . o N . o N d e t r e v n o C n o i t a s n e p m o c r a e y f o . o N - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 0 0 0 , 0 0 5 , 1 - 0 0 0 , 0 0 0 , 6 - - - - - - - 0 0 0 , 0 0 0 , 6 9 1 0 2 c e D r i a M J o t a C S o u G X y u G M o H A 8 1 0 2 c e D r i a M J o t a C S o u G X o H A n e h C W y u G M e c n a l a B d e t i m L i i l s a r e n M d n a n e e r G l f o i s t h g R e e y o p m E l . s e g n a h c r e h t o o t j t c e b u s t o n e r a e r o f e r e h t , h t i w t l a e d i e s w r e h t o r o l d o s t h g u o r b e b t o n n a c s t h g i r e c n a m r o f r e p e h t , e u s s i f o s m r e t e h t r e d n U ) i ( 6 6 | e g a P 71 71 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Notes to the accounts 29: Transactions with related parties Simon Cato is a Non-executive Director and Chairman of Advanced Share Registry Limited. Advanced Share Registry Limited provides share registry services to Greenland Minerals Limited. These services are supplied on normal commercial terms and Mr Cato does not receive any remuneration from Advanced Share Registry Limited based on the supply of share registry services to the Consolidated Group. For the year ended 31 December 2019 $42,814 was paid to Advance Share Registry Limited for services provided (Dec 2018: $47,304). 30: Parent Company information Financial position Total Current Assets Total Non-Current Assets Total Assets Total Current Liabilities Total non-current liabilities Total Liabilities Net Assets Equity Issued Capital Reserves Accumulated Losses Total Equity Financial Performance Profit (Loss) for the year Total comprehensive income Parent Dec 2019 $' 000 Dec 2018 $' 000 9,260 85,922 95,182 1,238 709 1,947 93,235 6,738 84,296 91,034 902 160 1,062 89,972 371,808 20,439 (299,012) 93,235 365,247 20,160 (295,435) 89,972 (3,577) (3,577) 641 641 Contingent liabilities The parent company has no contingent liabilities as at 31 December 2019 or 2018. Guarantees Greenland Minerals Limited has guaranteed the provision of funding and support to the Company’s 100% held subsidiary, Greenland Minerals A/S). This funding forms part of the Consolidated Group’s approved budgeted expenditure. Greenland Minerals Limited placed $220,000 into a deposit account with the Company’s bank. This deposit is held by the bank as security over the Company’s corporate credit cards on issue. A deposit of $32,604 is held as a bank guarantee on the Company’s leased office in Perth. 72 Page | 67 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Notes to the accounts 29: Transactions with related parties Simon Cato is a Non-executive Director and Chairman of Advanced Share Registry Limited. Advanced Share Registry Limited provides share registry services to Greenland Minerals Limited. These services are supplied on normal commercial terms and Mr Cato does not receive any remuneration from Advanced Share Registry Limited based on the supply of share registry services to the Consolidated Group. For the year ended 31 December 2019 $42,814 was paid to Advance Share Registry Limited for services provided (Dec 2018: $47,304). 30: Parent Company information Financial position Total Current Assets Total Non-Current Assets Total Assets Total Current Liabilities Total non-current liabilities Total Liabilities Net Assets Equity Issued Capital Reserves Accumulated Losses Total Equity Financial Performance Profit (Loss) for the year Total comprehensive income Contingent liabilities Guarantees Parent Dec 2019 $' 000 Dec 2018 $' 000 9,260 85,922 95,182 1,238 709 1,947 93,235 6,738 84,296 91,034 902 160 1,062 89,972 371,808 20,439 (299,012) 93,235 365,247 20,160 (295,435) 89,972 (3,577) (3,577) 641 641 The parent company has no contingent liabilities as at 31 December 2019 or 2018. Greenland Minerals Limited has guaranteed the provision of funding and support to the Company’s 100% held subsidiary, Greenland Minerals A/S). This funding forms part of the Consolidated Group’s approved budgeted expenditure. Greenland Minerals Limited placed $220,000 into a deposit account with the Company’s bank. This deposit is held by the bank as security over the Company’s corporate credit cards on issue. A deposit of $32,604 is held as a bank guarantee on the Company’s leased office in Perth. Notes to the accounts 31: Remuneration of auditors Auditor of the parent entity Audit or review of the financial report Other assurance services Related practice of the parent entity auditor Audit or review of the financial report Non-audit services – taxation Non-audit services – other Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Dec 2019 $ Dec 2018 $ 90,825 8,400 99,225 90,825 8,400 99,225 Dec 2019 $ Dec 2018 $ 30,801 1,830 2,261 34,892 29,750 1,806 1,806 33,362 The auditor of Greenland Minerals Limited is Deloitte Touche Tohmatsu. 32: Subsequent Events Subsequent to the end of the financial year there have been considerable economic disruptions arising from the outbreak of COVID-19 virus. The Group considers this to be a non-adjusting post balance sheet event. At the date of signing the financial report the Group is unable to determine what financial effects the outbreak of the virus could have on the Group in the coming financial period. The Groups has clear lines of communications in place with Greenland Government departments and has been informed that they are structured and positioned to be able to coordinate the review of updated EIA material. Once outstanding Kvanefjeld Project EIA issues have been satisfied, the Group will be working with Greenland to plan a public consultation period. At the point of commencement of public consultation, the impact assessments and non-technical summaries are made available on the Government of Greenland website. Public meetings are typically part of this process. The Group will communicate with Greenland on the logistics of conducting public meetings, primarily in southern Greenland, when the government is satisfied that they are ready to present the Project for consultation. The Group will look to keep the market informed of developments concerning the status of the EIA, the scheduling of a public consultation period, and how this important process will be conducted. No financial effects arising from the economic impacts of the virus have been included in the financial results for the year ended 31 December 2019. The Company has already implemented a number of actions, with a range of expenditure containment measures designed to deal with prolonged economic and logistical impacts of the COVID19 outbreak. Further contingency measures have been considered and will be implemented as is deemed necessary. Given the inherent unpredictability associated with the COVID-19 outbreak and any further contingency measures that may be put in place by the relevant governments and corporate entities combined with customer behaviours, the actual financial impact of the COVID-19 outbreak, if any, on the Group’s 2020 financial statements could be significantly different from the estimates disclosed above depending on how the situation evolves. There have been no other matters or circumstances occurring subsequent to the financial year that has significantly affected, or may significantly affect, the operations of the Consolidated Group, the results of those operations, or the state of affairs of the Consolidated Group in future years. Page | 67 Page | 68 73 73 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Additional stock exchange information as at 19th February 2020 Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Consolidated Group secretary Miles Guy Registered office Unit 7, 100 Railway Road, Subiaco Western Australia, 6008 Share registry Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia, 6009 Principal administration office Unit 7, 100 Railway Road, Subiaco Western Australia, 6008 Table of exploration licences Exploration Licence EL 2010/02 Location Southern Greenland Ownership 100% held by Greenland Minerals A/S Number of holders of equity securities Ordinary share capital 1,190,982,530 fully paid ordinary shares are held by 5,348 individual shareholders. 74 Page | 69 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT Additional stock exchange information as at 19th February 2020 Additional stock exchange information as at 19th February 2020 Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Greenland Minerals Limited And Controlled Entities 31 December 2019 Financial Report Substantial Shareholders Shareholder 1. 2. 3. 4. Citicorp Nominees Pty Limited JP Morgan Nominees Pty Limited Le Shan Shenghe Rare Earth Company Limited HSBC Custody Nominees (Australia) Limited Number 198,743,205 160,859,117 125,000,000 77,568,717 Percentage 16.9% 13.5% 10.5% 6.5% Distribution of holders of quoted shares Share Spread Holders 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over 382 958 898 2,331 779 5,348 Units 139,781 3,343,102 7,383,586 92,153,533 1,087,962,528 1,190,982,530 Percentage 0.012% 0.281% 0.620% 7.738% 91.350% 100% Twenty largest holders of quoted shares Consolidated Group secretary Miles Guy Registered office Unit 7, 100 Railway Road, Subiaco Western Australia, 6008 Share registry Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia, 6009 Principal administration office Unit 7, 100 Railway Road, Subiaco Western Australia, 6008 Table of exploration licences Exploration Licence Location Ownership EL 2010/02 Southern Greenland 100% held by Greenland Minerals A/S Number of holders of equity securities Ordinary share capital 1,190,982,530 fully paid ordinary shares are held by 5,348 individual shareholders. BNP Paribas Noms Pty Limited Peto Pty Ltd <1953 Super Fund A/C> Simon Millington Tadea Pty Ltd JP Morgan Nominees Australia Limited Le Shan Shenghe Rare Earth Company Limited Ordinary shareholders 1. Citicorp Nominees Pty Limited 2. 3. 4. HSBC Custody Nominees (Australia) Limited 5. 6. 7. Merrill Lynch (Australia) Nominees Pty Limited 8. 9. 10. John Mair 11. M & H Andrusiewicz 12. Jiahuang Zhang 13. Melda Super Pty Ltd 14. Simon Cato 15. Adonis Kiritsopoulos & Jennifer Ford 16. Sie Lung Kwee 17. Catchpole Investments Pty Ltd 18. G, D & D Iessini 19. Yu Jing Cheing 20. Anthony Ho Fully paid ordinary shares Percentage 16.9% 13.5% 10.5% 6.5% 3.8% 2.9% 2.4% 0.8% 0.7% 0.7% 0.6% 0.6% 0.6% 0.5% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 62.6% Number 198,743,205 160,859,117 120,000,000 77,568,717 44,993,635 35,000,000 28,960,076 10,000,000 8,550,000 8,364,062 7,000,000 6,900,000 6,580,000 6,389,594 5,000,000 4,756,779 4,175,000 3,931,505 3,900,000 3,875,610 745,547,300 Page | 69 Page | 70 75 75 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT 76 GREENLAND MINERALS LIMITED – 2019 ANNUAL FINANCIAL REPORT THE COMPANY’S APPROACH CONTINUES TO BE ONE OF PRODUCING EXTREMELY RIGOROUS IMPACT ASSESSMENTS THAT CAN PROVIDE CONFIDENCE TO REGULATORS AND TO STAKEHOLDERS. u a . m o c . y t i c n g s e d i GREENLAND MINERALS LIMITED Registered Office & Principal Place of Business Unit 7, 100 Railway Road, Subiaco, Western Australia, 6008 Postal Address PO Box 2006, Subiaco, Western Australia, 6904 Tel: +61 8 9382 2322 Fax: +61 8 9382 2788 www.ggg.gl

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