FOR THE YEAR ENDED 31 DECEMBER 2022
CONTENTS
CORPORATE DIRECTORY
CHAIRMAN’S REPORT
REVIEW OF OPERATIONS
MINERAL RESOURCES
DIRECTORS’ REPORT
REMUNERATION REPORT
AUDITOR’S INDEPENDENCE DECLARATION
INDEPENDENT AUDITOR’S REPORT
DIRECTORS’ 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
SHAREHOLDER INFORMATION
TENEMENT DETAILS
1
2
3
10
12
21
38
39
45
46
48
49
50
51
101
105
CORPORATE DIRECTORY
Geopacific Resources Limited
Public listed Company (ASX Code: GPR) incorporated in New South Wales in 1986 (ASX: GPR)
Australian Business Number (ABN)
57 003 208 393
Directors & Secretary in Office
Andrew Bantock
Richard Clayton
Michael Brook
Hansjoerg Plaggemars
Matthew Smith
Non-Executive Chairman
Interim CEO and Director
Non-Executive Director
Non-Executive Director
Chief Financial Officer & Company Secretary
Postal Address
PO Box 439
Claremont WA 6910
Banker
Sumitomo Mitsui Banking
Corporation - Sydney Branch
Level 40, 2 Chifley Square
Sydney NSW 2000
Stock Exchange
ASX Limited
Level 4, Central Park
152-158 St Georges Terrace
Perth WA 6000
Registered Office
Level 1
278 Stirling Highway
Claremont WA 6010
Auditor
Ernst & Young
The Ernst & Young Building
11 Mounts Bay Road
Perth WA 6000
Share Registry
Boardroom Pty Ltd
Grosvenor Place
Level 12, 225 George Street
Sydney NSW 2000
Woodlark Registered Office
Level 6, PwC Haus
Harbour City,
Port Moresby, NCD
Papua New Guinea
2022 ANNUAL REPORT
1
CHAIRMAN’S REPORT
Dear Shareholders,
2022 was undoubtedly a very difficult year for Geopacific, but we have not
lost sight on the significant invested value and great opportunity of the
Woodlark Gold Project.
The seeds of 2022 were sown in late 2021, when it became
apparent that development of Woodlark was facing rapidly
escalating development costs and construction delays,
which were beyond the Company’s existing funding
capacity. By the end of January 2022, this had been
confirmed through an independent review and dealings
with the Project’s financiers.
The first task of your board and management in 2022
was therefore to implement the orderly but expedited
suspension of development works at Woodlark, with a clear
focus on the preservation of value to position the Project for
future success.
The first half of 2022 was consequently focussed on
completing the Project review, followed by implementing
the actions needed to suspend development of Woodlark.
This included addressing several significant commercial
exposures whilst also progressing the important community
relocation works and a limited scope drilling program.
By 31 May 2022, those underlying commercial exposures
had largely been resolved so that ASX trading could
resume. This included the close-out of the Project funding
arrangements, releasing $7.6 million of cash to available
working capital from otherwise encumbered accounts.
The stabilised corporate position and recommencement
of ASX trading provided the foundation to appoint
Geopacific’s new board which occurred in early July 2022.
The new directors have brought commitment, energy, fresh
perspective, and relevant experience in important areas,
and I thank each of Richard Clayton, Michael Brook and
Hansjoerg Plaggemars for their support and strategic
input to date.
The 2022 drilling and community relocation programs
delivered tangible results, including an updated Woodlark
Mineral Resource estimate which was released
in
December 2022, and strong stakeholder endorsement
of Geopacific’s social licence which was received in early
2023.
The updated Woodlark Mineral Resource estimate
confirmed Woodlark’s global resource scale and provided
improved confidence in high-grade areas, with 94% of the
Woodlark Mineral Resource classified in the “Measured”
and “Indicated” categories. The drill data also provides
important new information relevant to re-optimising the
future Project development plan.
resettlement had “set a new benchmark” in PNG. It was
our goal to undertake the community relocation program
with efficiency, dignity and respect, providing improved
living conditions for the local community whilst also
providing new access to drill largely untested areas of the
Kulumadau deposit. The relocation program continues in
2023, under a more cost effective “self-perform” model,
rather than the previous external contractor basis.
inbound enquiries
A Strategic Review was announced in May 2022, following
from credible parties,
multiple
canvassing potential corporate or asset level transactions.
Whilst the formal phase of the Strategic Review has
concluded, dialogue continues with interested parties.
in 2022 have provided the
The activities completed
platform for our 2023 Work Program. As summarised in
the Company’s recent Prospectus, the Phase 1 2023 Work
Program comprises two main components; a focussed
geological review to improve the targeting of high-grade
opportunities, and a strategic reassessment of the
future project scale and configuration to maximise up-
front cashflow potential. This is crucial given the current
capital and operating cost environment and the program
will leverage from the best previous technical work done
on Woodlark, whilst highlighting new opportunities and
addressing problems of the past.
At the time of writing we continue our efforts to recruit
a new CEO to drive your Company forward. Completion
of the capital raising provides a tangible confirmation to
prospective candidates of the Company’s ability to fund
its current and future plans, and the board thanks all
shareholders for your ongoing interest and support of these
and our other efforts. Thanks must also go to Non-Executive
Director Richard Clayton and the Company’s CFO Matthew
Smith, who have each stepped in for stints as Interim CEO
prior to the new permanent CEO’s commencement.
In closing, I reiterate your board’s enthusiasm for, and
commitment to, realising the full value of the Woodlark
Project. There remain few advanced pre-development
gold projects of Woodlark’s scale, past investment, and
underlying quality globally, which we firmly believe provides
the platform for Geopacific to re-launch and grow into the
future.
Yours Faithfully
In January 2023, the Managing Director of the Mineral
Resource Authority of PNG provided a
letter of
commendation to Geopacific, noting that the community
Andrew Bantock
Chairman
2
2022 ANNUAL REPORT
REVIEW OF OPERATIONS
The Woodlark Gold Project (the Project) is an advanced gold development project, located on Woodlark
Island in Papua New Guinea (PNG). The Project has current endowment of 1.5 million ounces of gold in
Mineral Resources1.
The Company recommenced trading on the ASX on 31 May 2022 following the implementation of an intensive business
transformation program in response to the previously identified material capital cost increases at the Project which
resulted in the suspension of major development activities at the Project in February 2022.
Figure 1: Woodlark’s regional setting – the “Pacific Ring of Fire”
2022 WORK PROGRAM
During the 2022 calendar year, the Company advanced a number of concurrent work programs to progress the Project and
optimise its future development pathway. Along with the execution of the business transformation plan, the 2022 work
program delivered the following key outcomes:
2022 Work Program Element
Key Outcome
Completion of an exploration program
including 23km of drilling
Improved confidence in high grade areas and identified new zones of
mineralisation adjacent to the existing deposits.
Completion of an updated Mineral
Resource Estimate
Improved confidence in the 1.5Moz Woodlark Mineral Resource, with 94%
now in the Measured and Indicated categories2.
Continuation of the community
relocation project
Provided access to largely untested areas of the Kulumadau deposit
within the footprint of the open pits delineated by past studies.
Continuing community engagement and
assistance; including relocation
Maintained the Company’s social licence to operate on Woodlark Island.
Initiation of a Strategic Review following
unsolicited approaches to the Company
Resulted in the identification of potential development partners, with
dialogue ongoing.
Execution of the 2022 work program has provided the Company with a solid foundation to re-optimise the Project.
1
2
Refer ASX announcement on 23 December 2022 titled “Woodlark Project Mineral Resource Update”.
Refer ASX announcement on 23 December 2022 titled “Woodlark Project Mineral Resource Update”.
3
2022 ANNUAL REPORT REVIEW OF OPERATIONS
EXPLORATION ACTIVITIES
The Company completed an exploration campaign at the Project during the course of the 2022 calendar year which
incorporated over 23km of new drilling across the following programs:
2022 Drilling Campaign Element
Key Outcome
Grade control drilling at the
Kulumadau deposit
Provide a greater level of geological understanding in relation to the near surface
mineralogy and grade dispersion.
Resource extension drilling at the
Kulumadau and Busai deposits
Target exploration potential adjacent to the Kulumadau and Busai deposits,
including newly accessible areas opened up due to the ongoing community
relocation program.
Mining Lease exploration
Designed to test the prospectivity of a number of previously underexplored areas
at Talpos and Watou.
Completion of the closely spaced grade control and resource infill drilling in the vicinity of the currently defined open pits
resulted in improved resource confidence and better definition of the high-grade zones within the Project.
Grade control drilling
A limited grade control program was completed at the Kulumadau deposit, with a series of closely spaced shallow holes
designed to target near surface mineralisation (within 60m of surface). The results of the grade control program highlight
upside potential, with near surface high gram-metre intercepts at Kulumadau.
Figure 2: Kulumadau grade control drilling cross section
Whilst the grade control program was limited in nature, it provided a greater level of geological understanding of the near
surface mineralogy and grade dispersion at the Kulumadau deposit.
4
2022 ANNUAL REPORT REVIEW OF OPERATIONS
Resource Extension Drilling
The resource extension drilling program targeted lateral and down dip extensions at the Kulumadau and Busai deposits.
The ongoing community relocation opened access to new sites for drilling including a largely untested area adjacent to the
Kulumadau deposit. In previous studies, limited drilling in this area resulted in a prominent “bull nose” in the pit design.
Drilling conducted in the 2022 program yielded new mineralised zones - as presented in Figure 3 (red circle).
Figure 3: “Bull Nose” area at Kulumadau (red circle)
5
2022 ANNUAL REPORT REVIEW OF OPERATIONS
Mining Lease Exploration
During 2022, Geopacific completed the initial phase of an exploration drilling program across the Mining Lease which
tested some high priority targets including at Kulumadau East, Talpos and Watou.
The results from the 2022 exploration campaign reinforce the significant potential for growth that exists across the
extensive tenement holding on Woodlark Island outside of the currently defined resources at Kulumadau, Busai, Woodlark
King and Munasi.
Figure 4: Woodlark Deposits and Prospects
6
2022 ANNUAL REPORT REVIEW OF OPERATIONS
MINERAL RESOURCE UPDATE
The 2022 exploration program resulted
improved
resource confidence and better definition of the high-grade
zones within the Project. Following completion of initial
exploration work, the Company announced an updated
Mineral Resource Estimate for the Woodlark Gold Project3.
in
The updated Mineral Resource Estimate was prepared
by independent consultants, Manna Hill Geoconsulting
(MHGEO), and reported in accordance with the JORC Code
(2012). The estimate of Mineral Resources was constrained
by optimised pit shells generated on a gold price of
US$2,400/oz and a cut-off of 0.4g/t Au.
Key highlights of the Mineral Resource estimate update
include:
• Increased drilling density within selected areas of
the previously defined resources, combined with step
out drilling, resulted in the combined Measured and
Indicated Resources increasing from 86% to 94% of the
total Mineral Resource estimate at Woodlark;
• Near surface high-grade Measured Resources were
defined in Kulumadau (0.71Mt at 4.13g/t Au) and at
Busai (1.7Mt at 2.2g/t Au). These provide increased
optionality for future project configurations, together
with the confirmation of the early cash flow generation
potential highlighted by previous studies;
• Substantially improved knowledge of deposit geology,
with increased confidence in domains and structural
controls on the mineralisation. This provides a robust
and resilient framework on which to base further
analysis; and
• Growing geological understanding of the controls on
high-grade mineralisation will further guide resource
definition and exploration targeting across the highly
prospective Woodlark project.
A table showing the breakdown of the Woodlark Mineral
Resource Estimate by classification is included on page 10.
Figure 5: Kulumadau – example of high-grade zones
3
Refer ASX announcement on 23 December 2022 titled “Woodlark Project Mineral Resource Update”.
7
2022 ANNUAL REPORT Strategic Review
Following receipt of a number of unsolicited approaches
from credible third-parties, the Board initiated a process to
assess the merits of a corporate or asset-level transaction
as an alternative to advancing the Project on a standalone
basis (Strategic Review).
Whilst the formal phase of the Strategic Review has
concluded, dialogue continues.
CORPORATE
Board Renewal
On 7 July 2022, Geopacific announced the renewal of the
Company’s Board. Michael Brook, Richard Clayton and
Hansjoerg Plaggemars were appointed as Non-executive
Directors and joined Chairman, Andrew Bantock on the
Company’s Board.
These appointments coincided with the resignations of Ian
Murray and Colin Gilligan from the Board of Geopacific. In
forming the renewed Board, Geopacific sought Directors
with experience in geology, technical and commercial
assessment, optimisation and development of mining
assets, as well as strong corporate experience.
CEO Transition
Timothy Richards resigned as Chief Executive Officer (CEO)
of the Company effective 1 January 2023 and the Board is
undertaking a search for a new CEO.
For an interim period, Director, Richard Clayton will act as
Interim CEO working closely with Chief Financial Officer
Matthew Smith.
REVIEW OF OPERATIONS
BUSINESS TRANSFORMATION ACTIVITIES
On 3 February 2022, the Company announced the
suspension of major development works at the Project
which resulted in the requirement to:
• Close-out a number of Project commercial exposures;
• Implement redundancies across the organisation;
• Terminate the Group’s Finance Facilities; and
• Re-evaluate the future development pathway for the
Project.
Close-out of Project Commercial Exposures
The Group focussed on achieving an orderly wind-down of
commitments relating to the Project development, which
culminated in agreements being reached to close out key
commercial exposures in relation to:
• the out-sourced mining contractor;
• the power generation infrastructure supplier; and
• the
lead design and construction engineer and
associated sub-contract suppliers.
The Company thanks these suppliers for their contribution
to the development of the Project prior to suspension and
their professional and pragmatic approach to delivering
this outcome.
Termination of Finance Facilities
During the reporting period, Geopacific and Sprott Private
Resource Lending II (Co), Inc. (Sprott) mutually agreed to
terminate the debt facility and gold stream agreements
(Facilities).
The termination eliminated ongoing costs relating to
the Facilities and released $7.6 million from previously
restricted cash reserves and Sprott’s first ranking security
over the Project.
Project Re-Evaluation and Planning Activities
During the 2022 calendar year and concurrent with
preparation of the Woodlark Mineral Resource Update,
industry leading mining consultants, AMC, completed an
initial high-level “trade-off” study to assess the potential
benefit of:
• an increase in processing plant throughput to account
for any increase in the Mineral Resource, including the
potential to benefit from new economies of scale;
• potential alternative processing plant locations; and
• the optimal mining fleet and materials handling
infrastructure configuration to support any revised
throughput and/or process plant location.
With the Mineral Resource Update in hand, the trade-off
studies will assist in defining the scope of future studies.
8
2022 ANNUAL REPORT REVIEW OF OPERATIONS
SUSTAINABILITY
Occupational Health and Safety
During the reporting period there were no lost time injuries
recorded. The Company continues to work with the local
community and Provincial Health Authority to provide
broader health awareness and vaccinations.
Community and Social Responsibility
Geopacific remains committed to providing support to its
local communities. Geopacific is continuing its community
relocation activities, as well as maintaining its support of
other important community programs, including education
facilities and health care services.
The community relocation project continued to progress,
with the project 66% overall complete as at 31 December
2022. This provided access to largely untested areas of the
Kulumadau deposit within the footprint of the open pits
delineated by past studies.
The Company was pleased that the quality of its social
programs has been recognised by key PNG government
FINANCIAL REVIEW
stakeholders, including the MRA, which is the government
agency responsible for key elements of ongoing project
tenure. In January 2023 the Managing Director of the
MRA conducted a site visit to inspect the progress of
the community relocation. The visit was well received,
resulting in extensive favourable PNG press coverage and
the Company receiving a letter of commendation from the
MRA.
NON-CORE PROJECT ACTIVITIES
Kou Sa Project, Cambodia
The Company is in negotiation with the vendors of the Kou
Sa Copper Gold Project to finalise disposal of its interest in
the Kou Sa Copper Gold Project.
Fijian Gold Projects, Fiji
All licences have been relinquished.
2018
$
2019
$
2020
$
2021
$
2022
$
Net Loss After Tax
(53,750,659)
(7,337,714)
(4,567,311)
(61,318,687)
(71,954,925)
Loss Per Share (Cents)1
(68.55)
(6.43)
(2.59)
(12.67)
(13.85)
Cash and Cash Equivalents
3,059,221
37,505,067
34,639,855
67,470,477
5,738,772
Exploration and Evaluation Asset - Additions
(excluding transfers)
Mine Properties Under Development
Expenditure - Additions (excluding transfers)
8,447,600
442,022
65,098
36,097
3,722,221
-
860,265
11,688,121
23,230,220
17,586,089
Total Assets
Net Assets
42,103,633
80,518,692
85,690,886
176,265,685
85,162,416
34,685,715
70,478,375
78,500,958
141,367,250
78,505,482
1
Loss per share in 2018 have been adjusted to reflect the 25:1 share consolidation conducted in December 2019.
Table 1: Key Financial Metrics
The Group recorded a net loss after tax for the year ended 31
December 2022 of $71,954,925 (2021: $61,318,687), largely
driven by a non-cash impairment charge of $61,921,703
recognised in relation to its Woodlark Gold Project assets4.
At 31 December 2022, the Group’s total assets were
$85,162,416 (2021: $176,265,685) and net assets were
4
Refer ASX Announcement on 27 March 2023 titled ‘’Corporate Update”.
$78,505,482 (2021: $141,367,250). The decrease in the
Group’s total assets and net assets relates primarily to the
impairment charge and lower cash balance held.
At reporting date, the Group held cash and cash equivalents
of $5,738,772 (2021: $67,470,477).
9
2022 ANNUAL REPORT REVIEW OF OPERATIONS
MINERAL RESOURCES
Woodlark Global Mineral Resources
In December 2022, a Mineral Resource Update was released by the Company. Refer to the Company’s ASX Announcement
dated 23 December 2022 titled ‘December 2022 Woodlark Project Mineral Resource Update’ for details.
At 31 December 2022, the Woodlark Mineral Resource is 47.88Mt @ 1.00g/t Au for 1.54Moz of gold.
Category
(>0.4g/t lower cut)
Measured
Indicated
Inferred
Total
Tonnes
(Mt)
2.43
41.60
3.85
47.88
Grade
(g/t Au)
2.77
0.92
0.79
1.00
Ounces
(Koz)
216
1,227
97
1,541
Table 2: Woodlark Global Mineral Resource Estimate – December 2022
Woodlark Ore Reserves
In December 2022, following the release of the updated
Mineral Resource the Company re-assessed the Ore
Reserve for the Project. A number of key assumptions
which underpinned the November 2018 Ore Reserve had
materially changed since its publication including potential
material changes to assumptions relating to operating and
capital costs, largely due to changing market conditions,
potential changes to project design and scale and a
material improvement in the gold price.
The December 2022 Mineral Resource Estimate and the
changes to key assumption described above, require that
further work is undertaken prior to delivery of an updated
Ore Reserve estimate for the Project. Until that further work
is completed, the Company has withdrawn the November
2018 Ore Reserve estimate and has recommended that
shareholders and investors no longer place reliance on the
previously disclosed November 2018 Ore Reserve.
The withdrawal is not a reflection on either the quality of
the work underpinning the historical November 2018 Ore
Reserve, or the Board’s view on the future viability of the
Project. It is a function of the need for further work to support
a new Ore Reserve based on the updated December 2022
Mineral Resource model and the other factors mentioned
above. Until this further work is completed, it is unclear
what material changes to the historical Ore Reserve would
eventuate.
10
2022 ANNUAL REPORT REVIEW OF OPERATIONS
Competent Person’s Statement
Forward Looking Statements
The information in this report that relates to exploration
results is based on information compiled by or under
the supervision of Michael Woodbury, a Competent
Person who is a Fellow, and Chartered Professional (CP)
of The Australasian Institute of Mining and Metallurgy,
and Member of Australian Institute of Geoscientists. Mr
Woodbury has sufficient experience which is relevant
to the style of mineralisation and type of deposit under
consideration and the activity he is undertaking to qualify
as a Competent Person as defined in the 2012 Edition of the
“Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves”. Mr Woodbury
consents to the inclusion in the announcement of the
matters based on his information in the form and context
in which it appears.
The information in this report that relates to Woodlark
Mineral Resources is based on information compiled and
reviewed by Mr Chris De-Vitry, a Competent Person who
is a Member of the Australian Institute of Geoscientists
and a full-time employee of Manna Hill Geoconsulting Pty
Ltd. Mr De-Vitry has sufficient experience which is relevant
to the style of mineralization and type of deposits under
consideration and to the activity which he has undertaken to
qualify as a Competent Person as defined in the JORC Code
2012 and is a qualified person for the purposes of NI43-
101. Mr De-Vitry has no economic, financial or pecuniary
interest in the company and consents to the inclusion in
this report of the matters based on his information in the
form and context in which it appears.
All statements other than statements of historical fact
included in this announcement including, without limitation,
statements regarding future plans and objectives of
Geopacific are forward-looking statements. When used
in this announcement, forward-looking statements can
be identified by words such as ‘may’, ‘could’, ‘believes’,
‘estimates’, ‘targets’, ‘expects’ or ‘intends’ and other
similar words that involve risks and uncertainties.
These statements are based on an assessment of present
economic and operating conditions, and on a number of
assumptions regarding future events and actions that, as at
the date of this announcement, are expected to take place.
Such forward-looking statements are not guarantees of
future performance and involve known and unknown risks,
uncertainties, assumptions and other important factors,
many of which are beyond the control of the company, its
directors and management of Geopacific that could cause
Geopacific’s actual results to differ materially from the
results expressed or anticipated in these statements.
Geopacific cannot and does not give any assurance that
the results, performance or achievements expressed or
implied by the forward-looking statements contained in
this announcement will actually occur and investors are
cautioned not to place undue reliance on these forward-
looking statements. Geopacific does not undertake to
update or revise forward-looking statements, or to publish
prospective financial information in the future, regardless of
whether new information, future events or any other factors
affect the information contained in this announcement,
except where required by applicable law and stock
exchange listing requirements. The Woodlark Gold Project
is permitted by the Papua New Guinea Government, subject
to meeting the conditions of the licence.
11
2022 ANNUAL REPORT DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors present their report together with the financial report of the Geopacific Group, being Geopacific Resources
Limited (Geopacific or the Company) and its controlled entities (the Group or consolidated entity) for the financial year
ended 31 December 2021, and the auditor’s report thereon.
1.
DIRECTORS AND COMPANY SECRETARY
The names of the Company’s Directors and Company Secretary in office during the financial year and until the
date of this report are as follows. Directors were in office for the entire period unless otherwise stated.
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Andrew Bantock
Non-Executive Chairman
Appointed: 13 January 2022
B.Com
Member of the Australia & New
Zealand Institute of Chartered
Accountants (CA)
Mr Bantock has over 30 years of experience in corporate finance and
commercial leadership. After qualifying as a Chartered Accountant
with leading global firm Arthur Andersen, working in Australia
and the UK, Mr Bantock commenced his commercial career with
ASX/NZSE listed GRD Group, owner of New Zealand’s largest gold
producer, Macraes Mining (later Oceana Gold), and world renown
resource project design and construction engineer, GRD Minproc.
Mr Bantock later become Finance Director of GRD, also serving six
years as a Non-Executive Director of Western Australia’s water utility,
Water Corporation, where he chaired the Audit and Compliance
Committee.
Mr Bantock subsequently helped to establish and co-lead an ASX
listed exploration group, in various roles, including as founding
Executive Chairman of Chalice Gold Mines Ltd and founding Managing
Director of Liontown Resources Ltd, before being recruited back to a
senior finance role, as CFO of Glencore’s Australian nickel business.
Mr Bantock is currently a Senior Managing Director of FTI Consulting,
an independent global business advisory firm.
Mr Bantock is currently the Non-Executive Chairman of Elevate
Uranium Limited. Mr Bantock did not hold any other directorships in
the past three years.
Mr Bantock held no interest in shares in the Company as at the date
of this report.
12
2022 ANNUAL REPORT DIRECTORS’ REPORT
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Richard Clayton
Appointed: 7 July 2022
Non-Executive Director 7 July 2022 to
4 December 2022
Interim CEO and Director from
5 December 2022
B. Sc (Hons)
M. Sc
Fellow of the Geological
Society of London
Member of the AusIMM
Michael Brook
Non-Executive Director
Appointed: 7 July 2022
B. Sc (Hons)
Member of AusIMM
Mr Clayton has over 20 years of mining sector experience covering
technical, advisory, and financial services roles.
Mr Clayton was previously Global Head of Technical (Resources)
at Investec Bank plc, with leadership responsibility as Head of the
Australia desk within the Global Resources team, and also ultimate
responsibility for all technical due diligence assessments across the
resources sector for Investec.
Prior to Investec, Mr Clayton was a Principal Consultant at SRK
Consulting specialising in Mineral Resource Estimation and Project
Evaluation. He headed up the Sydney Geology team and was a
member of the Practice Leadership Group at the firm. In this role
Mr Clayton managed multi-disciplinary due diligence and valuation
teams delivering resource estimation and reviews to a range of
clients internationally, including Competent Person sign-off.
Mr Clayton is not currently a director of any other public company and
did not hold any other directorships in the past three years.
Mr Clayton held no interest in shares in the Company as at the date of
this report.
Mr Brook has over 40 years of experience in the technical and
commercial review and assessment of mining and minerals
processing projects and companies from an investment perspective,
across multiple jurisdictions and commodities, from early-stage
exploration through to production.
Mr Brook was previously Chairman / Manager of 3 successful African
focused resources investment funds; African Lion closed end mining
funds (AFL1, AFL2 & AFL3) where over a period of 16 years he was
responsible for investment selection methodology and management
and served on multiple public and private company boards. Under
Mr Brook, the funds retained long term support from world class
development bank and commercial bank shareholders, working to
world best practices.
Prior to his time in mining investment management Mr Brook spent
8 years with JB Were as a mining equities analyst, focussing on ASX
listed junior miners, as well as larger capitalization companies in the
industrial minerals and diamonds sectors.
Mr Brook is not currently a director of any other public company and
did not hold any other directorships in the past three years.
Mr Brook held no interest in shares in the Company as at the date of
this report.
13
2022 ANNUAL REPORT DIRECTORS’ REPORT
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Hansjoerg Plaggemars
Non-Executive Director
Appointed: 7 July 2022
Diplom-Kaufmann
(Business graduate)
Matthew Smith
Chief Financial Officer & Company
Secretary
Appointed: 1 December 2016
B. Com (Accounting)
Member of the Australia & New
Zealand Institute of Chartered
Accountants (CA)
Mr Plaggemars is an experienced company director with over 25
years of experience in corporate finance, corporate strategy and
governance.
Having previously operated as a senior Mergers and Acquisitions
advisor at a global professional services firm, Mr Plaggemars moved
into commerce where he has served on the Board of Directors
of many listed and unlisted companies in a variety of industries
including mining, agriculture, shipping, construction, e-commerce,
software and investments.
Mr Plaggemars is currently a Non-Executive Director of Azure
Minerals Limited, Altech Chemicals Limited, PNX Metals Limited,
Gascoyne Resources Limited, KIN Mining NL, Wiluna Mining
Corporation Limited and AIM-listed entity, 4basebio UK Societas
and a Management Board member of Altech Advanced Minerals AG,
MARNA Beteiligungen AG and 2invest AG, as well as a supervisory
board member of Neon Equity AG, companies listed on the German
regulated market.
During the past three years, Mr Plaggemars also served as a
Non- Executive Director of South Harz Potash Limited (resigned 31
December 2022).
Mr Plaggemars is a representative of major shareholder Deutsche
Balaton/Delphi/Sparta Group and has an indirect interest in
14,802,322 ordinary shares in the Company as at the date of this
report.
Mr Smith has over 20 years of experience in the resource industry
across a broad range of commodities including precious metals,
industrials and bulk commodities. Mr Smith has worked for a range
of companies operating in the Asia Pacific region and most recently
held the role of Chief Financial Officer at ASX listed Kingsrose Mining
Limited, with gold operations in Indonesia.
Mr Smith is a Chartered Accountant with relevant industry experience
being involved in a number of project funding transactions across debt
and equity markets. Mr Smith also brings specialist knowledge in the
areas of international taxation, corporate structuring, accounting and
corporate governance.
Mr Smith has previously held the role of Company Secretary at Straits
Resources Limited.
During the past three years, Mr Smith has also served as a director of
Kula Gold Limited (resigned 2 July 2019).
Mr Smith held a direct interest in 751,829 ordinary shares in the
Company as at the date of this report.
14
2022 ANNUAL REPORT DIRECTORS’ REPORT
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Colin Gilligan
Non-Executive Director
Appointed: 26 June 2018
Resigned: 7 July 2022
B. Sc Engineering (Mining) Hons
National Diploma - Coal Mining
Ian Murray
Non-Executive Director
Appointed: 9 September 2019
Resigned: 7 July 2022
B. Com
Graduate Diploma in Accounting
(GDA)
Advanced Taxation Certificate
Member of the Australian Institute of
Company Directors (MAICD)
Oxford Advanced Management &
Leadership Programme (OAMLP)
Fellow of the Australia & New
Zealand Institute of Chartered
Accountants (FCA)
Mr Gilligan is a mining engineer with over 25 years of experience
in the resources sector, in Australia, South Africa, North America
and Asia. He has held technical, executive and director roles with a
number of companies throughout his career including Mitsui, Thiess,
Anglo, Coalspur Mines and Resource Generation.
Mr Gilligan was the Chairman of the Project Oversight Committee and
a member of the Audit and Risk Committee prior to the suspension of
these committees on 2 March 2022.
At the date of his resignation, Mr Gilligan was not a director of any
other public company. Mr Gilligan was appointed CEO of BUMA
Australia on 17 December 2021.
During the past three years and prior to his resignation, Mr Gilligan
also served as a director of Resource Generation Limited (resigned 4
February 2022).
Mr Gilligan held an interest in 119,048 ordinary shares in the
Company at the date of his resignation.
Mr Murray is a Chartered Accountant with over 25 years of mining
experience in senior leadership positions, including the position of
Chairman then Managing Director of Gold Road Resources Limited
(Gold Road) and Chief Financial Officer then Managing Director of
DRDGold Ltd. He has also held executive positions with international
Big Four accounting firms.
Mr Murray was the Chairman of the Audit and Risk Committee and
the Remuneration and Nomination Committee and a member of
the Project Oversight Committee prior to the suspension of these
committees on 2 March 2022.
At the date of his resignation, Mr Murray was an Independent Non-
Executive Director at Black Rock Mining Ltd and Jupiter Mines
Ltd, Executive Chairman of Matador Mining Ltd, as well as a Non-
Executive Director of non-for-profit Miners Promise Ltd and charity
Miners Promise Australia Ltd.
During the past three years and prior to his resignation, Mr Murray
also served as a director of the following listed entities:
• Gold Road Resources Limited (retired January 2019); and
• Todd River Resources Ltd (resigned 25 October 2021).
Mr Murray held an interest in 238,095 ordinary shares in the Company
at the date of his resignation.
15
2022 ANNUAL REPORT DIRECTORS’ REPORT
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Sir Charles Lepani
Non-Executive Director
Appointed: 29 July 2020
Resigned: 2 May 2022
B. Arts (Economics)
Master of Public Administration
Ian Clyne
Appointed: 6 October 2016
Resigned: 13 January 2022
Executive Chairman
1 January 2021 to 30 June 2021
11 November 2021 to 13 January 2022
Non-Executive Chairman
1 July 2021 to 10 November 2021
B. Bus (Management)
Mike Meintjes
Joint Company Secretary
Appointed: 1 February 2021
Resigned: 2 March 2022
B. Com (Hons) (Financial Accounting)
F. Fin (FINSIA)
Member of the Australia & New
Zealand Institute of Chartered
Accountants (CA)
Sir Charles has over 40 years of experience in both the public and
private sectors representing PNG as a Senior Diplomat and Advisor.
Prior to joining the Board, his most recent roles were as High
Commissioner of PNG in Australia from 2005-2017, and as Director
General of PNG APEC 2017-2018.
Sir Charles was appointed as a member of the Remuneration and
Nomination Committee on 3 February 2021 prior to the suspension of
this committee on 2 March 2022.
During the past three years and prior to his resignation, Sir Charles
was not a director of any other public company and did not hold any
other directorships.
Mr Lepani held no interest in shares in the Company at the date of his
resignation.
Mr Clyne has over 35 years of experience in international banking
having worked in senior executive positions in ten countries in Asia,
Oceania, Australia and Europe. He has specialised in emerging
markets and has held roles of President, Director, Managing Director
and Chief Executive Officer with universal banking operations that
have extensive branch networks and large employee bases. Mr Clyne
has successfully re-engineered banks in Indonesia, Italy, Poland and
Papua New Guinea.
Mr Clyne was a member of the Audit and Risk Committee and the
Remuneration and Nomination Committee.
During the past three years and prior to his resignation, Mr Clyne
was a Non-Executive Director of Union Bank of Nigeria and TISA
Community Finance Limited.
Mr Clyne held an interest in 1,289,498 ordinary shares in the Company
at the date of his resignation.
Mr Meintjes is an experienced governance specialist having first
qualified as a Chartered Accountant and worked for over 30 years with
a Big Four accounting firm. During this period, he spent three and
a half years with Ernst & Young in Papua New Guinea based in Port
Moresby.
Since 2012, Mr Meintjes has held a number of part-time roles
principally in the resource sector where he has acted as Company
Secretary.
Mr Meintjes held an interest in 15,000 shares in the Company at the
date of his resignation.
16
2022 ANNUAL REPORT DIRECTORS’ REPORT
2.
PRINCIPAL ACTIVITY
The Group is principally engaged in the development and exploration of the Woodlark Gold Project in Papua New
Guinea. There were no significant changes in the nature of this activity of the Group during the financial year other
than those set out in the Review of Operations.
3.
OPERATING AND FINANCIAL REVIEW
A review of the operations and financial position of the Group during the year ended 31 December 2022, including
details of the results of operations, changes to the state of affairs, and likely developments in the operation of the
Group in subsequent financial years is set out in the Review of Operations.
4.
DIVIDENDS
No dividends were paid or declared during the financial year (2021: nil).
5.
STATE OF AFFAIRS
There have not been any significant changes in the state of affairs of the Group during the financial year, other
than those noted in the financial report.
6.
EVENTS SUBSEQUENT TO REPORTING DATE
The financial statements have been prepared based upon conditions existing at 31 December 2022 and due
consideration has been given to events that have occurred subsequent to 31 December 2022 that provide evidence
of conditions that existed at the end of the reporting period.
On 30 March 2023, the Company announced the launch of a $6 million 0.5756 for 1 fully underwritten non-
renounceable entitlement offer (Entitlement Offer) at $0.020 per share. The Entitlement Offer is fully underwritten
by major shareholder Deutsche Balaton AG. Refer to the Company’s ASX Announcement dated 30 March 2023
titled “Fully Underwritten $6 million Capital Raising” for further details.
Other than the matter discussed above, no other matters or circumstances haves arisen since the end of the
financial year which significantly affected or may significantly affect the operations of the Group, the results of
those operations, or the state of affairs of the Group in future financial years.
17
2022 ANNUAL REPORT DIRECTORS’ REPORT
7.
DIRECTORS’ INTERESTS AND BENEFITS
The relevant interest of each Director in the share capital as notified by the Directors to the Australian Securities
Exchange in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:
Name
A Bantock
R Clayton
M Brook
H Plaggemars
Shares
Direct
Options
-
-
-
-
-
-
-
-
Rights
Shares
-
-
-
-
-
-
-
14,802,3221
Indirect
Options
Rights
-
-
-
-
-
-
-
-
1 14,617,822 shares were held indirectly through 2invest AG where Mr Plaggemars is the sole Managing Director but not the beneficial owner,
and 184,500 shares were held indirectly through KiCo Invest GmbH where Mr Plaggemars is the Managing Director and 50% beneficial
owner.
8.
DIRECTORS’ MEETINGS
The number of Directors’ meetings (including meetings of committees) and the number of meetings attended by
each of the Directors of the Company during the financial year are set out below:
Name
A Bantock
R Clayton
M Brook
H Plaggemars
I Clyne
C Lepani
C Gilligan
I Murray
Directors Meetings
Eligible to Attend
11
5
5
5
3
6
9
9
Attended*
11
5
5
5
3
6
9
9
* Either in person, or by electronic means.
On 2 March 2022, in line with the organisational downsizing, the Board assumed the role of the following Board
sub-committees:
• Audit and Risk committee;
• Remuneration and Nomination committee; and
• Project Oversight committee.
There were no meetings of the Board sub-committees in the 2022 financial year prior to 2 March 2022.
The Board of Directors take the ultimate responsibility for corporate governance. This includes the establishment
of compensation arrangements for the Company’s Executive Directors and senior executives. It also includes
the appointment and retirement of Non-Executive Directors, appointment of Auditors, monitoring key areas of
business risk and maintenance of ethical standards.
The Board seeks independent professional advice as necessary in carrying out its duties and responsibilities.
9.
LIKELY DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
The Group will continue to advance its development and exploration portfolio and seek to increase its tenement
holdings by acquiring further projects.
The Company is planning to execute a staged Project review. Subject to the review outcomes and access to
funding, the Company will look to deliver a PFS and potential restatement of an Ore Reserve as a precursor to
further Project advancement.
18
2022 ANNUAL REPORT DIRECTORS’ REPORT
10.
ENVIRONMENTAL REGULATIONS
Entities in the Group are subject to normal environmental regulations in areas of operations in PNG, Cambodia
and Fiji. There were no breaches of these regulations during the financial year, or in the period subsequent to the
end of the financial year and up to the date of this report.
11.
SHARE OPTIONS
There were 5,845,226 Options over unissued shares unexercised at 31 December 2022 (2021: 7,462,191). During
the 2022 reporting period, the Company issued 1,616,965 shares on the exercise of unlisted Options. Since the
end of the 2022 reporting period and up to the date of this report, 327,500 unlisted Options have been exercised.
Details of unlisted Options over unissued shares in the Company as at the date of this report are presented in the
following table:
Options on Issue
Exercise Price
Expiry Date
32,000
8,000
808,740
1,063,850
526,262
376,546
2,702,328
$62.50
$125.00
$1.02
$0.58
$0.00
$0.93
$0.32
Not later than 5-years after defining a JORC compliant ore
reserve of over 200,000oz Au on the Faddy’s Gold Deposit
Not later than 10-years after defining a JORC compliant ore
reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit
10 July 2023
19 July 2023
21 August 2023
21 August 2024
29 September 2026
Option holders do not have any rights to participate in any issues of shares or other interest in the Company or
any other entity.
12.
SHARE APPRECIATION RIGHTS
There were 1,536,117 Share Appreciation Rights over unissued shares unexercised at 31 December 2022 (2021:
2,430,722). During the 2022 reporting period, the Company did not issue any share appreciation rights or shares
on the exercise of unlisted share appreciation rights. Since the end of the 2022 reporting period and up to the date
of this report, no unlisted share appreciation rights have been cancelled or exercised.
Details of unlisted Share Appreciation Rights over unissued shares in the Company as at the date of this report
are presented in the following table:
Share Appreciation Rights on Issue
Theoretical Exercise Price
1,129,101
407,016
$0.40
$0.65
Expiry Date
19 July 2023
21 August 2024
13.
SHARE PERFORMANCE RIGHTS
There were 3,112,442 Share Performance Rights over unissued shares unexercised at 31 December 2022 (2021:
3,112,442). During the 2022 reporting period, the Company did not issue any share performance rights or any
shares on the exercise of share performance rights. Since the end of the 2022 reporting period and up to the date
of this report, no unlisted share performance rights have been cancelled or exercised.
Details of unlisted Share Performance Rights over unissued shares in the Company as at the date of this report
are presented in the following table:
Share Performance Rights on Issue
3,112,442
Exercise Price
$0.00
Expiry Date
31 March 2024
19
2022 ANNUAL REPORT DIRECTORS’ REPORT
14.
INSURANCE OF OFFICERS
The Company has paid an insurance premium to cover the Directors, Company Secretary and Executives of
the Group in respect of certain legal liabilities, including costs and expenses in successfully defending legal
proceedings, whilst they remain as Directors or Officers and for seven years thereafter. The insurance contract
prohibits the disclosure of the total amount of the premiums and a summary of the nature of the liabilities insured.
15.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of
taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
16.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 31 December 2022 is set out on page 38.
17.
AUDITOR
The Company’s auditor is Ernst & Young. The Company has agreed with Ernst & Young, as part of its terms
of engagement, to indemnify Ernst & Young against certain liabilities to third parties arising from the audit
engagement. The indemnity does not extend to any liability resulting from a negligent, wrongful or wilful act or
omission by Ernst & Young.
During the financial year the Company has not paid any premium in respect to any insurance for Ernst & Young or
a body corporate related to Ernst & Young.
During the year, the following fees were paid or payable to the auditors of the Company for services provided by
the auditor of the Company and its subsidiaries, its related practices and non-related audit firms:
Audit Services
Ernst & Young
Audit and review of the financial report for Geopacific and its controlled
subsidiaries and other audit work under the Corporations Act 2001
Total
18.
NON-AUDIT SERVICES
Consolidated
2022
$
2021
$
176,500
218,000
176,500
218,000
There were no non-audit services provided by the auditor during the period of this report.
20
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED
This report outlines the remuneration arrangements of the Group pursuant to the requirements of the
Corporations Act 2001 and its regulations. This information has been audited as required under section 308(3)(c)
of the Corporations Act 2001.
This report details the remuneration arrangements of the Group’s key management personnel (KMP), who are
defined as those persons who have the authority and responsibility for planning, directing and controlling the
major activities of the Group, directly or indirectly, including any Director of Geopacific.
Details of the KMP of the Group during the reporting period are set out in the table below:
Name
Position
Change
Date of Change
Non-Executive Directors
Andrew Bantock
Non-Executive Chairman
Richard Clayton*
Non-Executive Director
Michael Brook
Non-Executive Director
Hansjoerg Plaggemars
Non-Executive Director
Ian Clyne
Non-Executive Chairman
Sir Charles Lepani
Non-Executive Director
Colin Gilligan
Non-Executive Director
Ian Murray
Executives
Richard Clayton*
Non-Executive Director
Interim Chief Executive
Officer
Appointed
Appointed
Appointed
Appointed
Ceased
Ceased
Ceased
Ceased
13 January 2022
7 July 2022
7 July 2022
7 July 2022
13 January 2022
2 May 2022
7 July 2022
7 July 2022
Appointed
5 December 2022
Timothy Richards
Chief Executive Officer
Matthew Smith
Chief Financial Officer &
Company Secretary
-
-
* Mr Richard Clayton assumed the role of Interim CEO and Director on 5 December 2022.
-
-
Subsequent to 31 December 2022, Mr Timothy Richards ceased employment with the Company on 1 January
2023. There were no changes to KMP other than those noted above after the reporting date and before the date
the financial report was authorised for issue.
Remuneration Governance
On 2 March 2022, in line with the organisational downsizing, the Board assumed the role of the Remuneration and
Nomination Committee. As a result, remuneration related matters previously handled by the Remuneration and
Nomination Committee are now addressed by the full Board. In order to manage any potential conflicts, individual
Directors excluded from discussions as required.
The Board will continue to assess the Company’s circumstances and consider reinstatement of the Remuneration
and Nomination Committee when deemed appropriate.
The Board is responsible for reviewing and recommending the remuneration arrangements of KMP and ensuring
that the Group’s remuneration structures are aligned with the interests of the Company and its Shareholders.
This includes an annual remuneration review of base salary (including superannuation), short-term incentives
(STI) and long-term incentives (LTI), including the appropriateness of performance hurdles.
21
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Remuneration Consultants
During the 2022 reporting period, the Company did not employ the services of a remuneration consultant to
provide recommendations as defined in section 9B of the Corporations Act 2001.
During the 2021 reporting period, the Company engaged BDO Chartered Accountants to complete a benchmarking
exercise of non-executive director fees for peer group companies. The findings indicated that the Board was being
remunerated at the median level of the identified peer group and that an opportunity existed to adjusted to the
62.5th percentile in the future. No adjustments to non-executive director fees were made from the findings and
recommendations in the report.
Remuneration Overview and Strategy
The objective of the Group’s remuneration framework is to support the delivery of sustained shareholder value
and to reward employees in line with general market conditions. The strategy is designed to attract, motivate and
retain high calibre individuals through the provision of remuneration packages that incorporates a balance of
fixed and variable remuneration.
In accordance with sound corporate governance practices, the structure of non-executive and executive
remuneration is separate and distinct. There is no direct relationship between non-executive remuneration and
the financial performance of the Group.
The remuneration strategy and practices are influenced by mining industry peer companies in Australia and PNG
(as applicable to the relevant roles) with which it competes for talent. These peer companies are predominantly
ASX and PNGX listed gold companies, with a similar or larger market capitalisation.
Geopacific is committed to gender pay equity and has established human resource systems, policies and
procedures to ensure that all remuneration review processes are conducted fairly and free of any bias. The
approach encompasses the complete employee lifecycle including appointment, salary review, performance
reviews and bonus reviews.
The following table shows the Group’s performance over the reporting period and the previous four financial years
and against overall remuneration for these years:
2018
2018
2020
2021
Loss Per Share (Cents)
Year-end share price ($)
Market capitalisation ($ million)
68.55(i)
0.40(i)
33.3
6.43
0.50
87.3
2.59
0.43
94.1
12.67
0.21(ii)
109.0
2022
13.85
0.035
18.2
Total KMP remuneration ($)
2,196,274
2,127,902
3,012,188
2,543,732
1,618,011
(i) The loss per share and year-end share price in 2018 have been adjusted to reflect the 25:1 share consolidation conducted in December 2019.
(ii) Share price at 14 December 2021 prior to voluntary suspension on ASX.
22
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Executive Remuneration Framework
The Board’s objective is to reward Executives with a quantum and mix of remuneration commensurate with
their position and responsibilities and that is competitive within the marketplace. The Company remunerates its
Executives with a mix of both fixed and at risk, or variable, remuneration. The mix of fixed and at-risk remuneration
varies according to the role of each Executive, with the highest level of atrisk remuneration applied to those roles
that have the greatest potential to influence and deliver Company outcomes and drive shareholder value.
Variable remuneration, or performance linked remuneration, includes a combination of short and longterm
incentives designed to provide an “at risk” reward in a manner which aligns with the creation of sustained
shareholder value. The short term and long term incentives are integral to a competitive market-based
remuneration package and should not be mistaken for constituting a bonus for performing the role.
All Executives are eligible to receive short and long-term incentives which can be issued in accordance with the
Company’s Securities Incentive Plan (Incentive Plan) that was approved by shareholders at the AGM held on 30
May 2018. The Incentive Plan incorporates a 5% cap on the total shares that can be issued to Executives pursuant
to the plan.
A high-level summary of the Company’s remuneration framework is set out in the table below:
Remuneration Element
Fixed Remuneration
Variable Remuneration
Remuneration linked to market rate of the
role.
Short Term Incentive (STI) - At risk
remuneration for delivering against
key performance indicators which are
designed to drive personal and Company
performance.
Long Term Incentive (LTI) - At risk
remuneration for the creation of value for
shareholders - directly linked to outcomes
that will drive shareholder returns.
Status in the 2022
Reporting Period
Normal
Not operational
No STI paid
Not operational
No LTI instruments issued
Total Fixed Remuneration
Total Fixed Remuneration (TFR) incorporates base salary plus superannuation paid to employees. All Geopacific
roles are benchmarked against matching roles from industry benchmarking data.
Short Term Incentive Plan (STI Plan)
The company’s STI Plan is structured to remunerate senior employees for achieving annual Company targets as
well as their own individual performance targets designed to favourably impact the business. The STI Plan did not
operate over the course of the 2022 financial year.
When operational, the STI Plan is linked to the achievement of specific personal and Company objectives over the
financial year and performance against the STI Plan objectives is assessed following the end of the financial year,
with the amount determined to be achieved paid in cash or shares.
For Executive KMP, the Board is responsible for setting and assessing the key performance indicators (KPI)
against which the annual STI is measured. For Executive KMP, the STI results are weighted 70% to corporate
based targets and 30% to individual or personal targets. For all other Management levels, the STI results are
weighted 50% to corporate based targets and 50% to individual targets. Corporate and individual targets are
established by reference to the Company’s strategy.
For each KPI there are defined “threshold”, “target” and “stretch” measures which are capable of objective
assessment. The proportion of the STI earned is calculated by adding the average result of the Company targets
with the average result of an individual’s performance targets.
The Board has discretion on whether to pay STI in any given year, irrespective of whether the Company and
personal STI targets are achieved. During the 2022 reporting period, whilst the STI Plan was not operational,
Mr Matthew Smith was awarded a retention bonus, details of which appear in the remuneration table in this
Directors’ Report.
23
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Securities Incentive Plan - Long Term Incentive
The Company’s Long Term Incentive Plan (LTI Plan) is designed to provide at risk remuneration for the creation of
value for shareholders, directly linked to outcomes that will drive shareholder returns.
The LTI Plan is linked to the achievement of milestones that are set each calendar year by the Board. The Board
selects milestones that are intended to drive sustained returns for Shareholders over a three-year period and
which are considered consistent with peer group companies. The LTI Plan did not operate over the course of the
2022 financial year, with no new LTI Plan instruments being issued.
When operational, the LTI Plan involves the granting of Performance Rights which vest upon achievement of
performance measures over a three-year period. The Performance Rights carry no dividend or voting rights. On
vesting, each Performance Right is convertible into one ordinary share.
The Board retains overall discretion on whether an LTI should be granted or the amount varied each performance
year. On cessation of employment, all unvested Performance Rights are forfeited and lapse, unless otherwise
determined by the Board.
If the Board forms the opinion that an employee has committed an act of fraud, defalcation or gross misconduct,
the individual will forfeit all unvested Performance Rights. The Company may also recover damages from vested
Performance Rights held by or for the benefit of the individual.
When operational, the total incentive plan opportunity, which represents the maximum incentive available to the
employee is determined as follows:
Level
Chief Executive Officer
Chief Financial Officer
General Managers
Percentage Available
100% of total fixed remuneration
80% of total fixed remuneration
60% of total fixed remuneration
No Performance Rights were granted in relation to the 2022 financial year.
24
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Non Executive Directors
Fees and payments to Non-Executive Directors reflect the demands, which are made on, and the responsibilities
of the Directors. A review of Non-Executive Directors’ fees is conducted annually. The Board may from time to time
seek the advice of independent remuneration consultants to ensure Non-Executive Directors’ fees and payments
are appropriate in the market setting.
The Chairman’s fees are determined independently to the fees of Non-Executive Directors based on comparative
roles in market. The Chairman is not present at any discussions relating to determination of his own remuneration.
Non-Executive Directors’ fees are determined within an aggregate Directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The pool limit currently stands at $600,000 per year in aggregate as
agreed at the 2021 AGM (2021: $600,000).
A Director may also be paid fees or other amounts if special duties are performed outside the scope of normal
duties of a Director. During the 2022 reporting period, fees of this nature were paid to/for:
• Mr Andrew Bantock: $219,385;
• Mr Richard Clayton: $10,159; and
• Mr Michael Brook: $1,865.
These fees were paid in addition to their standard Directors fees.
A Director may also be reimbursed for out-of-pocket expenses incurred as a result of their directorship or any
special duties.
25
2022 ANNUAL REPORT DIRECTORS’ REPORT
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27
2022 ANNUAL REPORT
DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Service Agreements
A summary of the key terms of the Director contracts with the Company are set out below:
Andrew Bantock - Non-Executive Chairman (appointed 13 January 2022)
• Services of Mr Bantock as director of the Company are provided under a consultancy agreement with FTI
Consulting;
• Directors Fees of $104,000 per annum;
• Special Exertion Fees (over and above what is expected for the non-executive chair role) of $3,500 per day; and
• 14 days’ notice period.
Michael Brook - Non-Executive Director (appointed 7 July 2022)
• Directors Fees of $50,000 per annum;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
Richard Clayton - Director (appointed 7 July 2022)
• Directors Fees of $50,000 per annum;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
Interim CEO (appointed 5 December 2022)
• Term 5 December 2022 to 31 March 2023;
• Base salary of $4,500 per week;
• Statutory superannuation contributions;
• 1 month notice period during the interim period and 1 week during any extension period.
Both the standard directors fees and base Interim CEO salary are paid during the period where Mr Clayton acted
as Interim CEO and Director.
Hansjoerg Plaggemars - Non-Executive Director (appointed 7 July 2022)
• Directors Fees of $50,000 per annum;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
28
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Service Agreements (continued)
Ian Clyne - Non-Executive Chairman (resigned 13 January 2022)
• Directors Fees of $2,500 per day while working in an executive capacity from 1 to 13 January 2022;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
Sir Charles Lepani - Non-Executive Director (resigned 2 May 2022)
• Directors Fees of $60,000 per annum;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
Colin Gilligan - Non-Executive Director (resigned 7 July 2022)
• Directors Fees of $60,000 per annum;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
Ian Murray - Non-Executive Director (resigned 7 July 2022)
• Directors Fees of $60,000 per annum;
• Statutory superannuation contributions;
• Eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval; and
• No notice period.
29
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Short Term Incentives
During the 2022 reporting period, whilst the STI Plan was not operational, Mr Matthew Smith received a retention
bonus, details of which appear in the remuneration table in this Directors’ Report.
Long Term Incentives – Share Based Compensation
Options
No Options were granted during the 2022 reporting period to the Directors of the Company and other KMP of the
Group. The following table outlines the Options vested or lapsed during the 2022 reporting period to the Directors
of the Company and other KMP of the Group.
Options
granted
during
the
year
Grant
date
Fair
value
per
option
at grant
date
Value of
option
at grant
date
($)
Vesting
date
Exercise
price
Expiry
date
Options
vested/
lapsed
during
the
year
Instru-
ment
Year
2022
Other KMP
T Richards ZEPO
2020
M Smith
ZEPO
2019
M Smith
PEPO
2018
-
-
-
8-Jul-20
$0.445 142,400 1-Jan-22
$0.000 1-Jan-22
320,000
12-Jul-19 $0.400 101,376 19-Jul-22
$0.000 19-Jul-22 253,440
3-Jul-18
$0.400
49,920 3-Jul-22
$1.020 10-Jul-23 124,800
The following table outlines the Options granted, vested or lapsed during the 2021 reporting period to the Directors
of the Company and other KMP of the Group.
Options
granted
during
the
year
Grant
date
Fair
value
per
option
at grant
date
Value of
option
at grant
date
($)
Vesting
date
Exercise
price
Expiry
date
Instru-
ment
Year
2021
Other KMP
Options
vested/
lapsed
during
the
year
15
2,534
3-Jul-18 $0.750 114,401 3-Jul-21
$0.000 10-Jul-21
11-Aug-20 $0.625
7,836 11-Aug-21 $0.000 21-Aug-21 12,538
M Smith
ZEPO
2018
M Smith
ZEPO
2020
-
-
30
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Long Term Incentives – Share Based Compensation (Continued)
Share Appreciation Rights
No Share Appreciation Rights were granted during the 2022 reporting period to the Directors of the Company and
other KMP of the Group. The following table outlines the Share Appreciation Rights vested or lapsed during the
2022 reporting period to the Directors of the Company and other KMP of the Group.
Rights
granted
during
the
year
Fair
value
per right
at grant
date
Value
of right
at grant
date
($)
Grant
date
Vesting
date
Exercise
price
Expiry
date
Rights
vested/
lapsed
during
the year
Instru-
ment
Year
2022
Other KMP
M Smith
SAR 2018
-
3-Jul-18
$0.450
64,183
3-Jul-22
$0.710
10-Jul-22 (142,629)
No Share Appreciation Rights were granted during the 2021 reporting period to the Directors of the Company and
other KMP of the Group. No Share Appreciation Rights vested or lapsed during the 2021 reporting period.
Share Performance Rights
No Share Performance Rights were granted, vested or lapsed during the 2022 reporting period to the Directors of
the Company and other KMP of the Group.
Share Performance Rights over ordinary shares in the Company were granted as remuneration to KMP during the
2021 reporting period as per the Securities Incentive Plan, which was approved by shareholders at the Company’s
AGM held on 30 May 2018.
The following table outlines the Share Performance Rights granted, vested or lapsed during the 2021 reporting
period to the Directors of the Company and other KMP of the Group.
Rights
granted
during
the year
Grant
date
Fair
value
per right
at grant
date
Value
of right
at grant
date
($)
Vesting
date
Exercise
price
Expiry
date
Instru-
ment
Year
2021
Other KMP
T Richards
SPR 2021 1,079,545 2-Aug-21 $0.335
361,648 31-Dec-23 $0.000
31-Mar-24
M Smith
SPR 2021
600,000 2-Aug-21 $0.335
201,000 31-Dec-23 $0.000
31-Mar-24
Rights
vested/
lapsed
during
the year
-
-
The fair value of the Share Performance Rights is measured at grant date and allocated equally over the period
from grant date to vesting date. If participants resign during the vesting period, the Share Performance Rights
are forfeited unless the Board at its discretion decides otherwise. If Share Performance Rights are retained by
the participants upon resignation or termination, the fair value of the Share Performance Rights is expensed
immediately. This allocation is reflected in the Share Based Payments column of the remuneration tables above.
The fair value at grant date was independently determined by a third party.
31
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Equity Instrument Disclosures Relating to KMP
Options
Options over Ordinary Shares in the Company held during the financial year by Directors of the Company and
other KMP of the Group.
Opening
Balance
1 January
2022
Granted
During
the Year
Exercised
During
the Year
Net
Change
Other
Held at
Resignation
Closing
Balance
31 December
2022
Options
Exercisable at
31 December
2022
-
-
-
-
-
-
-
-
-
647,500
866,967
1,514,467
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(320,000)
(253,440)
(573,440)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
327,500
613,527
941,027
-
-
-
-
-
-
-
-
-
-
-
-
2022
Directors
A Bantock(i)
R Clayton(ii)
M Brook(ii)
H Plaggemars(ii)
I Clyne(iii)
C Lepani(iv)
C Gilligan(v)
I Murray(v)
Sub total
Other KMP
T Richards
M Smith
TOTAL
(i) Mr A Bantock commenced on 13 January 2022
(ii) Mr M Brook, Mr R Clayton and Mr H Plaggemars commenced on 7 July 2022
(iii) Mr I Clyne resigned on 13 January 2022
(iv) Sir C Lepani resigned on 2 May 2022
(v) Mr C Gilligan and Mr I Murray resigned on 7 July 2022
Opening
Balance
1 January
2021
Granted
During
the Year
Exercised
During
the Year
Net
Change
Other
Held at
Resignation
Closing
Balance
31 December
2021
Options
Exercisable at
31 December
2021(i)
2021
Directors
I Clyne
C Gilligan
I Murray
C Lepani
Sub total
Other KMP
-
-
-
-
-
T Richards
647,500
M Smith
1,032,039
G Rapley(ii)
-
G Zamudio(iii)
936,879
Sub total
2,616,418
TOTAL
2,616,418
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(165,072)
-
-
(165,072)
(165,072)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(936,879)
-
-
-
-
-
647,500
866,967
-
-
(936,879)
1,514,467
(936,879)
1,514,467
-
-
-
-
-
-
-
-
-
-
-
(i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021
(ii) Mr G Zamudio resigned on 31 March 2021
32
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Equity Instrument Disclosures Relating to KMP (Continued)
Share Appreciation Rights
Share Appreciation Rights over Ordinary Shares in the Company held during the financial year by Directors of the
Company and other KMP of the Group.
Opening
Balance
1 January
2022
Granted
During
the Year
Exercised
During
the Year
Lapsed/
Cancelled
During the
Year
Held at
Resignation
Closing
Balance
31 December
2022
Rights
Exercisable at
31 December
2022(i)
-
-
-
-
-
-
-
-
-
-
501,885
501,885
501,885
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(142,629)
(142,629)
(142,629)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
359,256
359,256
359,256
359,256
359,256
359,256
2022
Directors
A Bantock(ii)
R Clayton(iii)
M Brook(iii)
H Plaggemars(iii)
I Clyne(iv)
C Lepani(v)
C Gilligan(vi)
I Murray(vi)
Sub total
Other KMP
T Richards
M Smith
Sub total
TOTAL
(i) Share Appreciation Rights exercisable at 31 December 2022 have not yet vested
(ii) Mr A Bantock commenced on 13 January 2022
(iii) Mr M Brook, Mr R Clayton and Mr H Plaggemars commenced on 7 July 2022
(iv) Mr I Clyne resigned on 13 January 2022
(v) Sir C Lepani resigned on 2 May 2022
(vi) Mr C Gilligan and Mr I Murray resigned on 7 July 2022
Opening
Balance
1 January
2021
Granted
During
the Year
Exercised
During
the Year
Net
Change
Other
Held at
Resignation
Closing
Balance
31 December
2021
Rights
Exercisable at
31 December
2021(i)
-
-
-
-
-
-
501,885
-
457,013
958,898
958,898
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(457,013)
(457,013)
(457,013)
-
-
-
-
-
-
-
-
-
-
-
-
501,885
501,885
-
-
-
-
501,885
501,885
501,885
501,885
2021
Directors
I Clyne
C Gilligan
I Murray
C Lepani
Sub total
Other KMP
T Richards
M Smith
G Rapley(ii)
G Zamudio(iii)
Sub total
TOTAL
(i) Share Appreciation Rights exercisable at 31 December 2021 have not yet vested
(ii) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021
(iii) Mr G Zamudio resigned on 31 March 2021
33
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Equity Instrument Disclosures Relating to KMP (Continued)
Share Performance Rights
Share Performance Rights over Ordinary Shares in the Company held during the financial year by Directors of the
Company and other KMP of the Group.
Opening
Balance
1 January
2022
Granted
During
the Year
Exercised
During
the Year
Net
Change
Other
Held at
Resignation
Closing
Balance
31 December
2022
Options
Exercisable at
31 December
2022
-
-
-
-
-
-
-
-
-
1,079,545
600,000
-
-
1,679,545
1,679,545
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,079,545
600,000
-
-
1,679,545
1,679,545
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
Directors
A Bantock(i)
R Clayton(ii)
M Brook(ii)
H Plaggemars(ii)
I Clyne(iii)
C Lepani(iv)
C Gilligan(v)
I Murray(v)
Sub total
Other KMP
T Richards
M Smith
G Rapley(i)
G Zamudio(ii)
Sub total
TOTAL
(i) Mr A Bantock commenced on 13 January 2022
(ii) Mr M Brook, Mr R Clayton and Mr H Plaggemars commenced on 7 July 2022
(iii) Mr I Clyne resigned on 13 January 2022
(iv) Sir C Lepani resigned on 2 May 2022
(v) Mr C Gilligan and Mr I Murray resigned on 7 July 2022
Opening
Balance
1 January
2021
Granted
During
the Year
Exercised
During
the Year
Net
Change
Other
Held at
Resignation
Closing
Balance
31 December
2021
Rights
Exercisable at
31 December
2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,079,545
600,000
-
-
1,679,545
1,679,545
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,079,545
600,000
-
-
1,679,545
1,679,545
-
-
-
-
-
-
-
-
-
-
-
2021
Directors
I Clyne
C Gilligan
I Murray
C Lepani
Sub total
Other KMP
T Richards
M Smith
G Rapley(i)
G Zamudio(ii)
Sub total
TOTAL
(i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021
(ii) Mr G Zamudio resigned on 31 March 2021
34
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Equity Instrument Disclosures Relating to KMP (Continued)
Ordinary Shares
The number of Ordinary Shares in the Company held during the financial year by each Director of the Company
and other KMP of the Group, including their personally related parties, was as follows:
Opening
Balance
1 January 2022
Issued on
Vesting of
Options
Shares
Acquired on
Market
Net Change
Other
Held at
Resignation
Closing
Balance
31 December
2022
-
-
-
-
1,289,498
-
119,048
238,095
1,646,641
185,048
498,389
683,437
2,330,078
-
-
-
-
-
-
-
-
-
320,000
253,440
573,440
573,440
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14,802,322(vi)
-
-
-
-
-
-
-
14,802,322
-
-
-
-
(1,289,498)
-
(119,048)
(238,095)
-
-
-
-
14,802,322
(1,646,641)
14,802,322
-
-
-
-
-
-
505,048
751,829
1,256,877
14,802,322
(1,646,641)
16,059,199
2022
Directors
A Bantock(i)
R Clayton(ii)
M Brook(ii)
H Plaggemars(ii)
I Clyne(iii)
C Lepani(iv)
C Gilligan(v)
I Murray(v)
Sub total
Other KMP
T Richards
M Smith
Sub total
TOTAL
(i) Mr A Bantock commenced on 13 January 2022
(ii) Mr M Brook, Mr R Clayton and Mr H Plaggemars commenced on 7 July 2022
(iii) Mr I Clyne resigned on 13 January 2022
(iv) Sir C Lepani resigned on 2 May 2022
(v) Mr C Gilligan and Mr I Murray resigned on 7 July 2022
(vi) Shares held at date of appointment. 14,617,822 shares were held indirectly through 2invest AG where Mr H Plaggemars is the sole Managing
Director but not the beneficial owner, and 184,500 shares were held indirectly through KiCo Invest GmbH where Mr H Plaggemars is the
Managing Director and 50% beneficial owner.
Opening
Balance
1 January 2022
Issued on
Vesting of
Options
Shares
Acquired on
Market
Net Change
Other(iii)
Held at
Resignation
Closing
Balance
31 December
2022
2022
Directors
I Clyne
C Gilligan
I Murray
C Lepani
Sub total
Other KMP
T Richards
M Smith
G Rapley(i)
G Zamudio(ii)
Sub total
TOTAL
330,330
-
-
-
330,330
-
-
-
-
-
-
-
333,317
165,072
-
-
-
373,317
706,634
1,036,964
363,930
-
-
-
595,238
119,048
238,095
-
363,930
952,381
66,000
119,048
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(373,317)
(373,317)
(373,317)
165,072
165,072
66,000
119,048
429,930
1,071,429
(i) Mr G Rapley commenced on 1 February 2021 and resigned on 31 October 2021
(ii) Mr G Zamudio resigned on 31 March 2021
(iii) Subscription under the share placement finalised on 12 February 2021 after obtaining shareholder approval at an EGM
1,289,498
119,048
238,095
-
1,646,641
185,048
498,389
-
-
683,437
2,330,078
35
2022 ANNUAL REPORT DIRECTORS’ REPORT
19.
REMUNERATION REPORT - AUDITED (CONTINUED)
Other Transactions with KMP and their related parties
FTI Consulting
The Company incurred the following fees in relation to the services provided by FTI Consulting, an entity related
to Mr Andrew Bantock (Non-Executive Chairman) during the year:
• Non-Executive Chairman fees of $323,385; and
• Advisory fees of $718,218.
Details of the fees payable for the Non-Executive Chairman services are disclosed in the Services Agreement
section in the Directors’ Report.
Work performed by FTI Consulting during the year included the completion of a detailed diagnostic review,
strategy recommendations and assistance with implementation of the steps required to restructure the business,
corporate and material commercial arrangements following the suspension of development and construction of
the Woodlark Gold Project.
The fees for the advisory services are payable at arms-length commercial rates. At 31 December 2022, a total of
$283,659 was owing to FTI Consulting.
Kareg Consulting
Kareg Consulting, an entity related to Mr Richard Clayton (Non-Executive Director), provided professional services
to the Group outside of normal Board duties.
Total fees of $10,159 were charged during the 2022 reporting period at arms-length commercial rates. No amount
was owing to Kareg Consulting at 31 December 2022.
Amounts Recognised at Balance Date
The amounts recognised at the balance date in relation to other transactions with KMP and their personally
related parties are:
Liabilities
Current Liabilities
Non-Current Liabilities
Total Liabilities
Expenses
Consultancy Expense
Employee Benefits Expense
Total Expenses
2022
$283,659
-
$283,659
$728,377
$323,385
$1,051,762
36
2022 ANNUAL REPORT DIRECTORS’ REPORT
END OF REMUNERATION REPORT
The Directors Report, including the Remuneration Report, is signed in accordance with a resolution of the
Directors:
Andrew Bantock
Non-Executive Chairman
Perth, Australia
31 March 2023
37
2022 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Auditor’s independence declaration to the directors of Geopacific Resources
Limited
As lead auditor for the audit of the financial report of Geopacific Resources Limited for the financial
year ended 31 December 2022, I declare to the best of my knowledge and belief, there have been:
a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in
relation to the audit.
This declaration is in respect of Geopacific Resources Limited and the entities it controlled during the
financial year.
Ernst & Young
Pierre Dreyer
Partner
31 March 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
38
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
Ernst & Young
11 Mounts Bay Road
Perth WA 6000 Australia
GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222
Fax: +61 8 9429 2436
ey.com/au
Independent auditor’s report to the members of Geopacific Resources
Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Geopacific Resources Limited (the Company) and its
subsidiaries (collectively the Group), which comprises the consolidated statement of financial position
as at 31 December 2022, the consolidated statement of profit and loss and other comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, 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:
a. Giving a true and fair view of the consolidated financial position of the Group as at 31 December
2022 and of its consolidated financial performance for the year ended on that date; and
b. 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 (including Independence Standards) (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with
the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which describes the events or conditions that raise
doubt about the Group’s ability to continue as a going concern. These events or conditions indicate
that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as
a going concern. Our opinion is not modified in respect of this matter.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
39
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
2
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide
a separate opinion on these matters.
In addition to the matter described in the Material uncertainty related to going concern section, we
have determined the matter described below to be a key audit matter to be communicated in our
report. For the matter below, our description of how our audit addressed the matter is provided in that
context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial report section of our report, including in relation to this matter. Accordingly, our audit
included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matter below, provide the basis for our audit opinion on the
accompanying financial report.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
40
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
3
Impairment of Woodlark cash generating unit (CGU)
Why significant
How our audit addressed the key audit matter
At the end of each reporting period, the Group
exercises judgment in determining whether there is
any indication of impairment of an asset or CGU. If
any such indicators exist, the Group estimates the
recoverable amount of the applicable asset or CGU.
The Group concluded that indicators of impairment
were present at 31 December 2022 for the Woodlark
CGU.
Management performed an impairment calculation to
determine the estimated recoverable amount of this
CGU. This calculation resulted in an impairment
charge of $61,921,703 being recognised in the
consolidated statement of profit and loss for the year
ended 31 December 2022.
Key assumptions, judgments and estimates, used in
the formulation of the Group’s impairment testing of
non-current assets are disclosed in note 14 of the
financial report.
We considered this to be a key audit matter because
of the significant judgement involved in determining:
► Whether indicators of impairment were
present,
► The estimates and assumptions involved in
estimating the recoverable amount of the
non-current assets applicable to the
Woodlark CGU.
We evaluated the Group’s consideration of internal
and external sources of information in assessing
whether indicators of impairment existed. Our audit
procedures included the following:
►
Inquired of management and the board of
directors regarding the current status of the
proposed development activities and mine
plan.
► Compared the Group’s consolidated net
assets to its market capitalisation at 31
December 2022.
As indicators of impairment were identified,
impairment testing was conducted by the Group. We
evaluated the reasonableness of the Group’s
impairment assessment process. Our audit
procedures included the following:
► Ensured that the Group's impairment testing
methodology and calculations were in
accordance with the requirements of
Australian Accounting Standards.
► Evaluated, with involvement from our
valuation specialists, the Group’s
determination of the estimated recoverable
amount for the Woodlark CGU. This included
assessing the reasonableness of
management’s use of market transactions
and resource multiples in its calculation of
the estimated recoverable amount for the
Woodlark CGU.
► Examined the independence, qualifications
and objectivity of the Group's experts used
to determine the Group’s published
resources used in certain components of the
estimated recoverable amount calculation.
► Recalculated the impairment charge for the
Woodlark CGU by comparing the carrying
value to the calculated recoverable amount.
► Evaluated the adequacy of the Group's
disclosures in Note 14 of the financial report
relating to impairment.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
41
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
4
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s 2022 annual report other than the financial report and our
auditor’s report thereon. We obtained the directors’ report that is to be included in the annual report,
prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the annual
report after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and we do not and will not
express any form of assurance conclusion thereon, with the exception of the Remuneration Report
and our related assurance opinion.
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 on the other information obtained prior to the date of this
auditor’s report, 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 Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating 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 have 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.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
42
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
5
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment 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, actions
taken to eliminate threats or safeguards applied.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
43
2022 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
6
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year 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 audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 31
December 2022.
In our opinion, the Remuneration Report of Geopacific Resources Limited for the year ended 31
December 2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
Ernst & Young
Pierre Dreyer
Partner
Perth
31 March 2023
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
44
2022 ANNUAL REPORT
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
DIRECTORS’ DECLARATION
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of Geopacific Resources Limited, I declare that:
1.
In the opinion of the Directors:
(a) the financial statements and notes, of Geopacific Resources Limited for the financial year ended 31
December 2022 are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2022
and of its performance for the year ended on that date; and
(ii) complying with Accounting Standards and Corporations Regulations 2001.
(b) the financial statements and notes also comply with International Financial Reporting Standards as
disclosed in Note 1.
(c) subject to the matters set out in Note 1 to the financial statements, there are reasonable grounds to
believe that the Company will be able to pay its debts as and when they become due and payable.
2. This declaration has been made after receiving the declarations required to be made to the Directors by
the Interim Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the
Corporations Act 2001 for the financial year ended 31 December 2022.
On behalf of the Board
Andrew Bantock
Non-Executive Chairman
Perth, Australia
31 March 2023
49 | P a g e
45
2022 ANNUAL REPORT
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
Consolidated
Note
2022
$
2021
$
Continuing Operations
Interest income
Administration expense
Consultancy expense
Employee benefits expense
Share-based payments expense
Depreciation expense
Finance costs
Fair value loss on financial liabilities
Impairment write downs
Exploration expense
Foreign currency (loss)/gain - net
Onerous contract provision written back/(recognised) - net
Other income/(expense) - net
Loss before income tax
27
13 & 15
5(a)
18 & 19
5(b)
17(ii)
10,109
147,753
(912,030)
(2,664,686)
(2,251,197)
(199,304)
(288,468)
(856,715)
-
(66,012,928)
(645,482)
(224,555)
703,740
1,386,591
(71,954,925)
(791,756)
(2,211,484)
(2,264,770)
(731,128)
(260,607)
(16,816,122)
(4,320,633)
(27,275,446)
-
609,792
(6,703,000)
(701,286)
(61,318,687)
Income tax benefit
Net loss for the year
Loss for the year attributable to:
Non-controlling interest
Owners of the parent
Other comprehensive income
Items of other comprehensive income to be reclassified to
profit or loss in subsequent periods (net of tax)
Exchange differences on translating foreign controlled
entities
Other comprehensive income for the year, net of tax
6
-
-
(71,954,925)
(61,318,687)
-
(71,954,925)
(71,954,925)
-
(61,318,687)
(61,318,687)
8,748,853
8,748,853
4,107,798
4,107,798
Total comprehensive loss for the year
(63,206,072)
(57,210,889)
50 | P a g e
46
2022 ANNUAL REPORT
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
Total comprehensive loss attributable to:
Non-controlling interest
Owners of the parent
Consolidated
2022
$
2021
$
Note
-
(63,206,072)
(63,206,072)
-
(57,210,889)
(57,210,889)
Loss per share (cents) for loss attributable to the ordinary
equity holders of the company:
Basic loss per share
Diluted loss per share
28
28
(13.85)
(13.85)
(12.67)
(12.67)
The above consolidated statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes.
51 | P a g e
47
2022 ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
Total Current Assets
Non-Current Assets
Trade and other receivables
Exploration and evaluation assets
Mine properties under development
Property, plant and equipment
Right-of-use asset
Total Non-Current Assets
TOTAL ASSETS
Current Liabilities
Trade and other payables
Other financial liabilities
Provisions
Total Current Liabilities
Non-Current Liabilities
Interest-bearing liabilities
Other financial liabilities
Provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Note
7
8
9
10
8
11
12
13
15(a)
16
15(b) & 19
17
18
15(b) & 19
17
Consolidated
2022
$
2021
$
5,738,772
914,034
454,259
617,095
7,724,160
6,417,501
5,926,632
37,190,454
27,850,262
53,407
77,438,256
67,470,477
267,436
1,292,363
781,125
69,811,401
3,829,642
2,005,023
50,895,186
49,104,814
619,619
106,454,284
85,162,416
176,265,685
4,722,123
53,946
812,837
5,588,906
-
-
1,068,028
1,068,028
18,480,389
193,662
15,285,048
33,959,099
-
420,326
519,010
939,336
6,656,934
34,898,435
78,505,482
141,367,250
Equity
Issued capital
Reserves
Accumulated losses
Total Equity attributable to equity holders
20
21
284,991,318
14,692,995
(221,178,831)
78,505,482
284,846,318
5,744,838
(149,223,906)
141,367,250
The above consolidated statement of financial position should be read
in conjunction with the accompanying notes.
52 | P a g e
48
2022 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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49
2022 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING 31 DECEMBER 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Interest and other finance costs paid
Net Cash Used In Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
Exploration expenditure
Mine development expenditure
Net Cash Used In Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share and option issued (net of costs)
Proceeds from borrowings (net of costs)
Repayment of borrowings
Payment of costs relating to termination of loan facilities
Payment of principal portion of lease liability
Net Cash (Used In)/From Financing Activities
Consolidated
Note
2022
$
2021
$
(12,400,872)
10,109
(813,663)
(13,204,426)
(8,355,108)
147,753
(5,983,746)
(14,191,101)
31(b)
(17,563,274)
(3,722,221)
(18,264,961)
(39,550,456)
(56,538,984)
(36,097)
(4,733,857)
(61,308,938)
-
-
-
(8,605,219)
(214,651)
(8,819,870)
118,674,686
125,883,689
(140,596,551)
-
(242,319)
103,719,505
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of the year
Effect of exchange rates on cash held in foreign currencies
CASH AND CASH EQUIVALENTS AT END OF THE YEAR
7
(61,574,752)
67,470,477
(156,953)
5,738,772
28,219,466
34,639,855
4,611,156
67,470,477
The above consolidated statement of cash flows should be read
in conjunction with the accompanying notes.
54 | P a g e
50
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Geopacific Resources Limited (the Company or Geopacific) is an Australian Securities Exchange listed public
company domiciled in Australia. The consolidated financial report of the Company for the financial year
ended 31 December 2022 comprises the Company and its controlled entities (together referred to as the
‘Group’). The registered office is located at 278 Stirling Highway, Claremont, WA, 6010.
The Group is principally engaged in the development of the Woodlark Gold Project in Papua New Guinea.
The financial report was authorised for issue by the directors on 31 March 2023.
Basis of preparation
The financial report is a general-purpose financial report that has been prepared in accordance with
Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001. The Group is a for-profit entity for financial reporting
purposes under Australian Accounting Standards.
Compliance with Australian Accounting Standards ensures that the financial statements and the notes
thereto also comply with International Financial Reporting Standards as issued by the International
Accounting Standards Board.
Material accounting policies adopted in the preparation of these financial statements are presented below
and have been consistently applied unless otherwise stated.
The financial report has been prepared on a historical cost basis.
Going Concern
This 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 normal course of
business.
During the year ended 31 December 2022, the Group incurred a net loss after tax of $71,954,925 (2021:
$61,318,687) and had operating and investing cash outflows of $13,204,426 (2021: $14,191,101) and
$39,550,456 (2021: $61,308,938) respectively. The Group had cash on hand of $5,738,772 at 31 December
2022 (2021: $67,470,477). Subsequent to balance date, cash on hand at 24 March 2023 had reduced to
$2,043,868.
On 3 February 2022, the Company announced the suspension of major Project development works at
Woodlark and associated organisational redundancies. Following the announcement of the Project
suspension, the Group focussed on achieving an orderly wind-down of Project contractual commitments.
This culminated in agreements being reached, covering the vast majority of Project commercial exposures,
including the out-sourced mining contractor, the power generation infrastructure supplier and the lead
design and construction engineer and associated sub-contract suppliers.
During the reporting period, Geopacific and Sprott mutually agreed to terminate the debt facility and gold
stream agreements (Facilities) put in place during the prior financial year. The termination eliminated the
ongoing costs associated with the Facilities and released $7.6 million from previously restricted cash reserves
and Sprott’s first ranking security over the Project. The agreement to terminate the Facilities with Sprott
followed the decision to suspend major work packages for development of the Project.
55 | P a g e
51
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Going Concern (continued)
The cash flow forecast over the next 12 months reflects that further funding will be required in order to meet
the Group’s ongoing working and investing capital requirements. Current volatility in global equity and
commodity markets resulting from the ongoing conflict between Russia and Ukraine, high inflation and
increases in global interest rates, may impact the Group’s ability to raise debt or equity in the future.
The Directors have considered the funding and operational status of the business in arriving at their
assessment of going concern and believe that the going concern basis of preparation is appropriate based
upon:
The Group’s ability to complete the fully underwritten Entitlement Offer to raise up to $6 million before
costs (see Note 29);
The Group’s ability to raise funds from external sources to meet ongoing working and investing capital
requirements, as evidenced by its successful capital raisings of $18.4 million and $123.47 million in
December 2020 and February 2021 respectively; and
The Group’s ability to reduce expenditure on non-essential activities and manage the timing of cash
flows to meet the committed obligations of the business as and when they fall due.
Notwithstanding the above, these conditions indicate the existence of a material uncertainty that may cast
significant doubt about the Group’s ability to continue as a going concern and, therefore, whether it will
realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the
financial report.
This financial report does not include any adjustments relating to the recoverability and classification of
recorded asset amounts, nor to the amounts or classification of liabilities that might be necessary should the
Group not be able to continue as a going concern.
56 | P a g e
52
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
New and amended Accounting Standards and Interpretations adopted during the year
The Group applied for the first-time certain standards and amendments, which are effective for annual
periods beginning on or after 1 January 2022. The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet effective. The details of the standards and
amendments adopted from 1 January 2022 are set out below.
AASB 2020-3 Amendments to AASs – Annual Improvements 2018-2020;
Amendments to AASB 3 Reference to the Conceptual Framework;
Amendments to AASB 9 Fees in the ’10 per cent’ Test for Derecognition of Financial Liabilities; and
Amendments to AASB 137 Onerous Contracts – Costs of Fulfilling a Contract.
Management has performed an assessment and these amendments did not impact the consolidated financial
statements of the Group.
Accounting Standards and Interpretations issued but not yet effective
A number of new standards, amendment of standards and interpretation that have recently been issued but
not yet effective have not been adopted by the Group as at the financial reporting date. The Group has
reviewed these standards and interpretations and has determined that none of the new or amended
standards will significantly affect the Group’s accounting policies, financial position or performance.
57 | P a g e
53
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Significant accounting policies
The following is a summary of the material accounting policies adopted by the Group in the preparation of
the financial report. The accounting policies have been consistently applied, unless otherwise stated.
(a) Cash and cash equivalents
Cash and short-term deposits in the consolidated statement of financial position comprise cash at bank
and on hand. Cash equivalents are short-term, highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash
and cash equivalents as defined above.
(b) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction from the proceeds.
(c) Employee benefits
Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be
wholly settled within 12 months of the reporting date are recognised in provisions in respect of
employees’ services up to the reporting date. The liabilities are measured at the amounts expected to be
paid when they are settled. All other amounts are considered other long-term benefits for measurement
purposes and are measured at the present value of expected future payments to be made in respect to
services provided by employees.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as
the present value of expected future payments to be made, in respect of services provided by employees
up to the reporting date using the projected unit credit method. Consideration is given to expected
future salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the reporting date on high quality corporate bonds with
terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Superannuation
The Group makes contributions on behalf of its employees to complying superannuation funds in
accordance with the rates outlined by the statutory regulations.
58 | P a g e
54
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Employee benefits (continued)
Share-based payments
The fair value of options and rights granted to Directors and employees is recognised as a share-based
payments expense with a corresponding increase in equity. The fair value is measured at grant date and
recognised over the period during which the employees become unconditionally entitled to the options
or rights.
The fair value at grant date is determined by a combination of internal and external sources using a Black-
Scholes option pricing model and independent third party valuations that take into account the exercise
price, the term of the right or option, the impact of dilution, the share price at grant date and expected
price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the
term of the right or option.
The fair value of the options and rights granted is adjusted to reflect market vesting conditions, but
excludes the impact of any non-market vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in assumptions about the number of options and
rights that are expected to become exercisable. At each year end, the Company revises its estimate of
the number of options that are expected to become exercisable. The employee benefit expense
recognised each period takes into account the most recent estimate.
Upon the exercise of options or rights, the proceeds received, net of any directly attributable transaction
costs, are credited to share capital.
(d) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair
value through other comprehensive income (OCI), or fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition that are debt instruments depends on the
financial asset’s contractual cash flow characteristics and the Group’s business model for managing them.
With the exception of trade receivables that do not contain a significant financing component or for
which the Group has applied the practical expedient, the Group initially measures a financial asset at its
fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient for contracts that have a maturity of one year or less, are measured at
the transaction price determined under AASB 15.
59 | P a g e
55
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Financial Instruments (continued)
Initial recognition and measurement (continued)
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest’ (SPPI) on the principal
amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument
level and have a business model of holding the financial asset and collecting contractual cash flows.
The Group’s business model for managing financial assets refers to how it manages its financial assets in
order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
Financial assets at amortised cost (debt instruments);
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt
instruments);
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses
upon derecognition (equity instruments); and
Financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
The Group measures financial assets at amortised cost if both of the following conditions are met:
The financial asset is held within a business model with the objective to hold financial assets in order
to collect contractual cash flows; and
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR)
method and are subject to impairment. Interest received is recognised as part of finance income in the
statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial assets at fair value through profit or loss
Financial assets that do not meet the criteria for amortised cost are measured at fair value through profit
and loss.
60 | P a g e
56
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Financial Instruments (continued)
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows
due in accordance with the contract and all the cash flows that the Group expects to receive, discounted
at an approximation of the original EIR. ECLs are recognised in two stages. For credit exposures for which
there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit
losses that result from default events that are possible within the next 12-months (a 12-month ECL). For
those credit exposures for which there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. In
this regard, the Group recognises a loss allowance based on the financial asset’s lifetime ECL at each
reporting date.
For all other financial assets measured at amortised cost, the Group recognises lifetime ECLs when there
has been a significant increase in credit risk since initial recognition. If the credit risk on the financial
instrument has not increased significantly since initial recognition, the Group measures the loss
allowance for that financial instrument at an amount equal to a 12-month ECL. The determination of the
ECL includes both quantitative and qualitative information and analysis, based on the Group’s historical
experience and forward-looking information.
The Group considers an event of default has occurred when a financial asset is more than 90 days past
due or external sources indicate that the debtor is unlikely to pay its creditors, including the Group. A
financial asset is credit impaired when there is evidence that the counterparty is in significant financial
difficulty or a breach of contract, such as a default or past due event has occurred. The Group writes off
a financial asset when there is information indicating the counterparty is in severe financial difficulty and
there is no realistic prospect of recovery.
Financial liabilities
Initial recognition and measurement
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at
amortised cost using the effective interest method.
No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity
components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity
component are recognised directly in equity. Transaction costs relating to the liability component are
included in the carrying amount of the liability component and are amortised over the lives of the
convertible notes using the effective interest method.
61 | P a g e
57
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(d) Financial Instruments (continued)
Initial recognition and measurement (continued)
The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognised and included
in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion
option classified as equity will remain in equity until the conversion option is exercised, in which case,
the balance recognised in equity will be transferred to issued capital. Where the conversion option
remains unexercised at the maturity date of the convertible note, the balance recognised in equity will
be transferred to accumulated losses within equity.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed
in the consolidated statement of comprehensive loss. Gains and losses arising from changes in the fair
value of the financial liabilities held at FVTPL are included in the profit and loss in the period in which
they arise. Where management has opted to recognise a financial liability at FVTPL, any changes
associated with the Company’s own credit risk will be recognised in other comprehensive income or loss.
Financial instruments – derivatives
Derivatives are classified as FVTPL and initially recognised at their fair value on the date the derivative
contract is entered into and transaction costs are expensed. Derivatives are subsequently re-measured
at their fair value at each statement of financial position date with changes in fair value recognised
through profit and loss. Fair values for derivative instruments are determined using valuation techniques,
with assumptions based on market conditions existing at the statement of financial position date or
settlement date of the derivative.
Derivatives embedded in debt instruments or non-financial host contracts are treated as separate
derivatives when their risks and characteristics are not closely related to their host contracts.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(e) Foreign currency transactions and balances
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
The consolidated financial statements are presented in Australian dollars, which is Geopacific’s functional
and presentation currency.
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58
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Foreign currency transactions and balances (continued)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit
or loss and other comprehensive income.
Group companies
The financial results and position of foreign operations, whose functional currency is different from the
Group’s presentation currency, are translated as follows:
assets and liabilities are translated at year-end exchange rates prevailing at reporting date; and
income and expenses are translated at average exchange rates for the period.
Exchange differences arising on translation of foreign operations are recognized in other comprehensive
income. On disposal of a foreign operation, the component of other comprehensive income relating to
that particular foreign operation is reclassified to profit or loss in the period.
(f) Goods and Services Tax (GST) and Value Added Tax (VAT)
Revenues, expenses and assets are recognised net of the amount of associated GST or VAT, unless the
GST or VAT incurred is not recoverable from the taxation authority. In this case, the GST or VAT is
recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST or VAT receivable or payable. The
net amount of GST or VAT recoverable from, or payable to, the taxation authority is included with other
receivables or payables in the consolidated statement of financial position.
Cash flows are presented on a gross basis. The GST or VAT components of cash flows arising from
investing or financing activities which are recoverable from, or payable to the taxation authority, are
presented as operating cash flows.
(g) Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal
of the impairment at each reporting date.
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59
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(h) Income tax
The income tax expense or revenue for the year is the tax payable on the current year’s taxable income
based on the national income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on the laws that have been enacted
or substantively enacted by the reporting date. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or
a liability. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the
same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets
on a net basis or their tax assets and liabilities will be realised simultaneously.
No deferred tax asset or liability is recognised in relation to temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the Company is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse
in the foreseeable future.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be
utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is
no longer probable that the related tax benefit will be realised.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
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2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(i) Loss per share
Basic loss per share
Basic loss per share is calculated by dividing the result attributable to equity holders of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the year.
Diluted loss per share
Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into
account the after-tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
(j) Mineral tenements and deferred mineral exploration expenditure
Exploration and evaluation expenditure is carried forward as an asset when rights to tenure are current
and:
such costs are expected to be recouped through the successful development and exploitation of the
area of interest, or by its sale; or
exploration activities in the area of interest have not reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves and active or
significant operations in, or in relation to, the area of interest are continuing.
In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of
reduced value, accumulated costs carried forward are written off or impaired in the year in which that
assessment is made. A regular review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area of interest.
Immediate restoration, rehabilitation and environmental costs necessitated by exploration and
evaluation activities are treated as exploration and evaluation expenditure. Exploration activities
resulting in future obligations in respect of restoration costs result in a provision to be made by
capitalising the estimated costs, on a discounted basis, of restoration. The unwinding of the effect of the
discounting on the provision is recorded as a finance cost in the statement of profit or loss.
When a decision is made to proceed with the development of particular area of interest, the relevant
exploration and evaluation asset is tested for impairment and the balance is then transferred to mine
properties under development.
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2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(k) Mine properties under development
Once technical feasibility and commercial viability of extraction of mineral resources in a particular area
of interest becomes demonstrable, the exploration and evaluation assets attributable to that area of
interest are reclassified as mine properties under development.
Mine properties under development represents the direct and indirect costs incurred in preparing mines
for production and includes site upgrades, clearing, stripping and waste removal costs incurred before
production commences. These costs also include borrowing costs incurred during the development
stage. These costs are capitalised to the extent that they are expected to be recouped through the
successful exploitation of the related mining leases. Once production commences, these costs will be
amortised using the units of production method based on the estimated economically recoverable
reserves to which they relate or are written off if the mine property is abandoned.
Mine properties under development are assessed for impairment if an impairment trigger is identified.
For the purposes of impairment testing, capitalised mine properties are allocated to the cash generating
unit (CGU) to which the properties relate.
(l) Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated
impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of
the items.
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
charged to the consolidated statement of profit or loss and other comprehensive income during the
financial year in which they are incurred.
Depreciation is calculated using the straight-line or diminishing value method to allocate cost, net of
residual values, over the estimated useful live of the assets, as follows:
Plant and equipment
Computer software
Furniture and fittings
5% - 50%
25% - 100%
4% - 15%
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted
prospectively if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount
is greater than its estimated recoverable amount.
An item of plant and equipment is derecognised upon disposal or when no further future economic
benefits are expected to arise from the continued use of the asset.
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62
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(l) Plant and equipment (continued)
Any gain or loss on derecognition of an asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) are included in the consolidated statement of profit or
loss and other comprehensive income in the period the item is derecognised.
(m) Inventory
Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in-first
out (FIFO) basis. Any provision for obsolescence or damage is determined by reference to specific stock
items identified. The carrying value of obsolete or damaged items is written down to net realisable value.
(n) Principles of consolidation
The consolidated financial statements comprise the financial statements of Geopacific and its controlled
entities, referred to collectively throughout these financial statements as the “Group”. Controlled entities
are consolidated from the date on which control commences until the date that control ceases.
Control is achieved when the Group is exposed, or has rights to, variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
Exposure, or rights, to variable returns from its involvement with the investee; and
The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights results in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an investee,
the Group considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:
The contractual arrangement(s) with the other vote holders of the investee;
Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when
the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the Group gains control until the date
the Group ceases to control the subsidiary.
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63
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(n) Principles of consolidation (continued)
The financial statements of the controlled entities are prepared for the same reporting period as the
parent company using consistent accounting policies. Adjustments are made to bring into line any
dissimilar accounting policies that may exist.
The balances and effects of transactions between controlled entities included in the consolidated
financial statements have been fully eliminated.
(o) Lease liability and right-of-use assets
At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate and amounts expected to be paid under residual value guarantees. The
variable lease payments that do not depend on an index or a rate are recognised as expense in the period
on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the
lease commencement date if the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease term or a change in the in-substance fixed lease payments.
Short-term leases and leases of low-value assets
The Group applies the short-term and lease of low-value assets recognition exemptions to leases that
are considered short-term or of low value (i.e. those leases that have a lease term of less than 12 months
or where the value of the leased asset when new is below $10,000). Lease payments on short-term leases
and leases of low-value assets are expensed over the lease term.
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64
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(o) Lease liability and right-of-use assets (continued)
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any re-measurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred and
lease payments made at or before the commencement date less any lease incentives received. Unless
the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the
recognised assets are depreciated on a straight-line basis over the shorter of its estimated useful life and
lease term. Right-of-use assets are assessed for impairment.
(p) Interest income
Interest income is recognised as the interest accrues using the effective interest method.
(q) Comparative figures
When required by Accounting Standards or in order to enhance comparability, comparative figures have
been adjusted to conform to changes in presentation for the current financial year.
(r) Provisions
Provisions are recognised when the Group has 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 are measured using the best estimate of the amounts required to settle the obligation at the
end of the reporting period.
Onerous contracts
If the Group has a contract that is onerous, the present obligation under the contract is recognised and
measured as a provision. However, before a separate provision for an onerous contract is established,
the Group recognises any impairment loss that has occurred on assets dedicated to that contract.
An onerous contract is a contract under which the unavoidable costs (i.e. the costs that the Group cannot
avoid because it has the contract) of meeting the obligations under the contract exceed the economic
benefits expected to be received under it. The unavoidable costs under a contract reflect the least net
cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or
penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs that relate
directly to contract activities.
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65
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Business combinations
The acquisition method of accounting is used to account for all business combinations regardless of
whether equity instruments or other assets are acquired. The consideration transferred for the
acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and
the equity interests issued by the Group. The consideration transferred also includes the fair value of any
asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-
existing equity interest in the subsidiary. Acquisition related costs are expensed as incurred. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or
at the non-controlling interest's proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are
less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of
all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain
purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value as at the date of exchange. The discount rate used is the entity's
incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a
financial liability are subsequently remeasured to fair value with changes in fair value recognised in
statement of profit or loss.
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66
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
FINANCIAL RISK MANAGEMENT
The Group has exposure to a variety of risks arising from its use of financial instruments. This note presents
information about the Group’s exposure to the specific risks, and the policies and processes for measuring
and managing those risks. Further quantitative disclosures are included throughout this financial report. The
Board of Directors have the overall responsibility for the risk management framework.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations and arises principally from transactions with customers and
investments.
The carrying amount of financial assets included in the consolidated statement of financial position
represents the Group’s maximum exposure to credit risk in relation to those assets. The Group does not
hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, credit worthy third parties and as such collateral is not requested
nor is it the Group’s policy to securitise its trade and other receivables. Receivable balances are
monitored on an ongoing basis with the result that the Group does not have a significant exposure to
bad debts. The Group has the following concentrations of credit risk:
Receivables
The Group has no listed investments and the current nature of the business activity does not result in
trading receivables. The receivables are through the normal course of business. Non-current receivables
are expected to be recovered by the Group notwithstanding extended timing of receipt. The risk of non-
recovery of receivables from this source is considered to be negligible.
Cash deposits
The Group’s primary banker is Sumitomo Mitsui Banking Corporation. The Moody’s credit rating of
Sumitomo Mitsui Banking Corporation is A1.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it has sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group manages its liquidity risk by monitoring its cash reserves and forecast spending. Management
is cognisant of the future demands for resources to finance the Group’s current and future operations,
and consideration is given to the liquid assets available to the Group before commitment is made for
future expenditure or investment.
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67
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
FINANCIAL RISK MANAGEMENT (CONTINUED)
(b) Liquidity risk (continued)
The following table reflects the liquidity risk arising from the financial liabilities held by the Group at
balance date. The contractual maturity reflects undiscounted gross amounts:
Consolidated
2022
Carrying
amount
$
Contractual
cash flows
$
6 months
or less
$
6-12
months
$
1-5 years
$
Financial Liabilities - Due for Payment
Trade and other payables
Lease liability
Total expected outflows
4,722,123
53,946
4,776,069
4,722,123
57,953
4,780,076
4,722,123
34,772
4,756,895
-
23,181
23,181
-
-
-
Consolidated
2021
Carrying
amount
$
Contractual
cash flows
$
6 months
or less
$
6-12
months
$
1-5 years
$
Financial Liabilities - Due for Payment
Trade and other payables
Lease liability
Total expected outflows
18,480,389
613,988
19,094,377
18,480,389 18,480,389
106,701
19,239,484 18,587,090
759,095
-
107,914
107,914
-
544,480
544,480
At 31 December 2022, the Group had no interest-bearing liabilities (2021: nil).
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68
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
equity prices will affect the Group’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising any return.
Foreign exchange risk
The Group operates in Australia and PNG and is exposed to foreign exchange risks arising from the
fluctuation of the exchange rates of the Australian dollar (AUD) and the United States dollar (USD). The
PNG Kina (PGK) currency is only utilised within the PNG entity, and is therefore not exposed to foreign
exchange risk. The Group has no further material foreign currency dealings other than the above.
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities
are denominated in a currency that is not the functional currency of the Group entity in question. The
Group does not have a formal foreign currency risk management policy however, it monitors its foreign
currency expenditure in light of exchange rate movements.
Foreign currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in AUD and USD
exchange rates, with all other variables held constant. The impact on the Group’s profit and loss is due
to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency
changes for all other currencies is not material.
Profit and Loss
Equity
500bp
increase
$
500bp
decrease
$
500bp
increase
$
500bp
decrease
$
2022 - AUD foreign currency sensitivity
2021 - AUD foreign currency sensitivity
8,042
76,495
(8,042)
(84,547)
2022 - USD foreign currency sensitivity
2021 - USD foreign currency sensitivity
(17,998)
(769,684)
19,893
850,704
-
-
-
-
-
-
-
-
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Group’s exposure to the risk of changes in market
interest rates relates primarily to the Group’s cash and cash equivalents.
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69
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
FINANCIAL RISK MANAGEMENT (CONTINUED)
(c) Market risk (continued)
Interest rate risk (continued)
The Group’s income and operating cash flows are not materially exposed to changes in market interest
rates. The assets are cash and cash equivalents and other short-term interest-bearing deposits. No
financial instruments have been used to mitigate risk.
The interest profile of the Group’s interest-bearing financial instruments at the reporting date are
outlined in the table below:
Variable rate instruments:
Cash and cash equivalents
Total
Consolidated
2022
$
2021
$
5,738,772
5,738,772
67,470,477
67,470,477
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the
cash and cash equivalent holdings at the reporting date. The analysis assumes that all other variables
remain constant.
Profit and Loss
Equity
100bp
increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
2022 - Variable rate instruments
2021 - Variable rate instruments
57,388
674,705
(57,388)
(674,705)
-
-
-
-
(d) Capital management
The Board’s policy is to maintain a sound capital base, defined as equity, so as to maintain investor,
creditor and market confidence and to sustain future development of the business. The Board of
Directors monitors capital expenditure and cash flows as mentioned in (b) above.
The objective when managing capital is to safeguard the Group’s ability to continue as a going concern,
so as to maintain a strong capital base sufficient to continue the development and exploration of its
projects. In order to maintain or adjust the capital structure, the Group may return capital to
shareholders, issue new shares or sell assets. The Group’s focus has been to raise sufficient funds through
a mix of equity and debt to fund development and exploration activities.
There were no changes in the Group’s approach to capital management during the year. Risk
management policies and procedures are established with regular monitoring and reporting.
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2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2
FINANCIAL RISK MANAGEMENT (CONTINUED)
(e) Impairment Losses
During the 2022 reporting period, no amount was written off in relation to the Group’s financial assets
(2021: $6,934).
(f) Fair values versus carrying amounts
The carrying amounts of financial assets and liabilities as described in the consolidated statement of
financial position approximate their estimated net fair value.
3
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors
including expectations of future events that may have a financial impact on the Group and that are believed
to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition, seldom equal the related actual results.
Key judgments
Exploration and evaluation expenditure
The Group’s policy in relation to the accounting for exploration and evaluation expenditure is stated in Note
1(j). There is judgment involved in determining the treatment of exploration and evaluation expenditure,
including, determining whether it should be carried forward as capitalised exploration, transferred to mine
properties under development, or written off to the consolidated statement of profit or loss and
comprehensive income.
The Board and management give due consideration to the areas of interest relating to the exploration and
evaluation expenditure on a regular basis and are confident that decisions to either transfer, write off or
carry forward such expenditure fairly reflects the prevailing situation. During the years ended 31 December
2022 and 31 December 2021, no previously capitalised exploration and evaluation expenditure was
transferred to mine properties under development, written off or impaired.
Mine properties under development
The Group’s policy in relation to the accounting for mine properties under development is stated in Note
1(k). There is judgment involved in determining the treatment of mine properties under development,
including, determining whether it should be carried forward as capitalised mine properties under
development, transferred to property, plant and equipment or written off to the consolidated statement of
profit or loss and comprehensive income.
The Board and management give due consideration to the areas of interest relating to mine properties under
development on a regular basis and are confident that decisions to either transfer, write off or carry forward
such expenditure fairly reflects the prevailing situation. During the years ended 31 December 2022 and 31
December 2021, no balance relating to mine properties under development was transferred. However, an
impairment charge was recognised during these reporting periods. Refer to Note 14 for further information.
75 | P a g e
71
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
3
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED)
Key judgments (continued)
Leases - Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to
pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a
similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the
Group ‘would have to pay’, which requires estimation when no observable rates are available (such as for
subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the
terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency).
The Group estimates the IBR using observable inputs (such as market interest rates) when available and is
required to make certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating). The
weighted average incremental borrowing rate applied to the leases is 8% (2021: 8%).
Onerous contracts
The Group had provided for onerous contracts in relation to several major contracts that it is terminating as
a result of suspending key development programs at the Project. The onerous contracts provision assessment
required the Board and management to make certain estimates regarding the unavoidable costs and the
expected economic benefits from the contracts. These estimates required significant management
judgement and were subject to risk and uncertainty.
Changes to any of the estimates could result in significant changes to the level of provisioning required, which
would in turn impact future financial results.
Key Estimates
Share-based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by a combination of internal
and external sources using a Black-Scholes option pricing model and independent third-party valuations.
Refer to Note 27 for details of estimates and assumptions used.
Impairment of non-financial assets
The recoverable amount of a CGU is determined as the higher of value in use and fair value less costs of
disposal.
The future recoverability of the CGU is dependent on a number of factors, including the level of measured,
indicated and inferred Mineral Resources, future legal changes and changes to commodity prices, operating
and development costs.
To the extent that the carrying value of the CGU is determined not to be recoverable in the future, profits
and net assets will be reduced in the period in which this determination is made. Refer to Note 14 for
impairment testing of the Group’s CGU at 31 December 2022.
76 | P a g e
72
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
4
PARENT COMPANY INFORMATION
The following information has been extracted from the books and records of the parent entity, Geopacific,
and has been prepared in accordance with Accounting Standards.
STATEMENT OF FINANCIAL POSITION
Assets
Current assets
Non-current assets
Total Assets
Liabilities
Current liabilities
Non-current liabilities
Total Liabilities
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
STATEMENT OF COMPREHENSIVE INCOME
Net loss for the year
TOTAL COMPREHENSIVE LOSS
Guarantees
Parent
2022
$
2021
$
5,192,395
74,250,292
79,442,687
49,119,658
93,749,408
142,869,066
937,205
-
937,205
846,305
655,511
1,501,816
284,991,318
3,056,691
(209,542,527)
78,505,482
284,846,318
2,950,150
(146,429,218)
141,367,250
(63,113,309)
(63,113,309)
(57,303,656)
(57,303,656)
The Company has term deposits of $252,282 (2021: $250,000) over the lease of its office premises and credit
card facilities. This has been classified as trade and other receivables in current assets.
Contingent liabilities
At 31 December 2022, Geopacific had no contingent liabilities (2021: nil).
Contractual commitments
At 31 December 2022, Geopacific had not entered into any contractual commitments for the acquisition of
property, plant and equipment (2021: nil).
77 | P a g e
73
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
5
INCOME AND EXPENSES
(a)
Finance Costs
Borrowing costs
Loan termination fee
Interest expense on lease liability
Unwinding of discount on rehabilitation provision
Unwinding of discount on borrowings (Note 18)
Total
(b)
Impairment Write Downs
Consolidated
2022
$
2021
$
(813,663)
-
(813,663)
(20,774)
(22,278)
-
(856,715)
(232,951)
(8,263,326)
(8,496,277)
(11,260)
(3,248)
(8,305,337)
(16,816,122)
Consolidated
2022
$
2021
$
Impairment loss on mine properties under development (Note 12)
Impairment loss on property, plant and equipment (Note 13)
Plant and equipment written off
Inventories written down
Other receivables written down
Total
(35,429,173)
(26,492,530)
(3,987,044)
(104,181)
-
(66,012,928)
(13,877,597)
(13,389,415)
-
(1,500)
(6,934)
(27,275,446)
78 | P a g e
74
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
6
INCOME TAX
(a)
The components of the income tax benefit comprise:
Current tax
Deferred tax
Total tax benefit
(b)
Reconciliation of income tax to prima facie tax benefit:
Net loss before tax
Prima facie tax benefit at 30% (2021: 30%)
Adjusted for the tax effect of:
Effect of different tax rate of foreign subsidiary
Non-deductible share-based payments
Other non-deductible expenses
Temporary difference for deferred tax assets not recognised
Tax losses not recognised
Prior period adjustment
Total tax benefit
Consolidated
2022
$
2021
$
-
-
-
-
-
-
Consolidated
2022
$
2021
$
(71,954,925)
(21,586,478)
(61,318,687)
(18,395,606)
30,971
59,791
1,030,836
-
11,139,688
9,325,192
-
601,127
219,338
3,691,154
2,158,732
7,950,884
3,774,371
-
79 | P a g e
75
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
6
INCOME TAX (CONTINUED)
(c)
Deferred tax:
Deferred tax assets:
Property, plant and equipment
Provisions
Tax losses
Total before offset
Offset by deferred tax liabilities
Total deferred tax assets after offset
Deferred tax liabilities:
Exploration and evaluation expenditure
Mine properties under development
Total before offset
Offset by deferred tax assets
Total deferred tax liabilities after offset
(d)
Deferred tax assets not recognised:
Deferred tax assets not recognised
Tax losses not brought to account
Business related costs
Other
Total deferred tax assets not recognised
Movement of tax losses not brought to account
Total tax losses - beginning of the year
Current year tax losses
Under/(over)
Foreign exchange fluctuation
Total tax losses – end of the year
Tax losses – recognised to the extent of the deferred tax liability
Tax losses not brought to account – end of the year
Consolidated
2022
$
2021
$
12,222,732
547,468
164,927
12,935,127
(12,935,127)
-
5,294,235
2,936,188
8,917,051
17,147,474
(17,147,474)
-
1,777,991
11,157,136
12,935,127
(12,935,127)
-
601,508
16,545,966
17,147,474
(17,147,474)
-
Consolidated
2022
$
2021
$
101,688,397
54,937
67,299
101,810,633
57,743,975
512,593
60,770
58,317,338
66,661,026
11,139,688
20,238,912
3,813,698
101,853,324
(164,927)
101,688,397
53,198,157
7,950,884
2,358,135
3,153,850
66,661,026
(8,917,051)
57,743,975
Deferred tax assets relating to tax losses have only been recognised in PNG to the extent of the deferred tax
liabilities balance.
The deferred tax assets relating to the remainder of the Group have not been recognised in the current
reporting period as the Directors do not believe the realisation is probable at this point in time.
80 | P a g e
76
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
7
CASH AND CASH EQUIVALENTS
Current
Cash at bank
Restricted cash (i)
Total
Consolidated
2022
$
2021
$
5,738,772
-
5,738,772
50,943,828
16,526,649
67,470,477
(i) At 31 December 2021, the restricted cash balance was held in the Group’s Debt Proceeds Accounts to
fund the termination fee to Sprott and as a reserve buffer. The balance of these funds after settlement of
the termination fees were released to the Company’s operational account, following termination of the
Sprott facilities in April 2022.
8
TRADE AND OTHER RECEIVABLES
Current
Security deposits
Sundry debtors
GST receivable
Total
Non-current
Security deposits
Sundry debtors
GST receivable
Total
Consolidated
2022
$
2021
$
252,282
645,072
16,680
914,034
250,000
1,625
15,811
267,436
10,946
33,268
6,373,287
6,417,501
10,206
31,259
3,788,177
3,829,642
Write down
During the previous year ended 31 December 2021, a write down of $6,934 was recorded in respect of sundry
debtors.
81 | P a g e
77
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
9
PREPAYMENTS
Current
Community relocation materials
Insurance
Other
Total
10
INVENTORIES
Current
Consumables
Kitchen stocks
Cleaning stocks
Medical stocks
Protective clothing
Total
Consolidated
2022
$
2021
$
-
446,823
7,436
454,259
95,534
1,196,829
-
1,292,363
Consolidated
2022
$
2021
$
509,811
30,331
21,003
36,388
19,562
617,095
441,054
169,512
35,099
111,571
23,889
781,125
Write down
During the year ended 31 December 2022, stock totalling $104,181 which had expired or was damaged was
written off from inventory and recorded in the consolidated statement of profit or loss and other
comprehensive income (2021: $1,500).
82 | P a g e
78
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
11
EXPLORATION AND EVALUATION ASSETS
Non-current
Movement during the year
Carrying value - beginning of the year
Additions
Transfers from property, plant and equipment (Note 13)
Foreign exchange fluctuation
Carrying value - end of the year
Consolidated
2022
$
2021
$
5,926,632
2,005,023
2,005,023
3,722,221
154,677
44,711
5,926,632
1,844,673
36,097
-
124,253
2,005,023
Impairment
At 31 December 2022, the Group conducted an assessment to determine whether there were any indicators
of impairment in relation to the carrying value of its capitalised exploration and evaluation expenditure. No
indicators of impairment were present and therefore the Group did not impair any capitalised expenditure
(2021: nil).
Site costs not directly relating to the advancement of the Group’s exploration projects were expensed as
exploration expenditure in the consolidated statement of profit or loss and other comprehensive income.
For the 2022 reporting period this amounted to $645,482 (2021: nil).
12
MINE PROPERTIES UNDER DEVELOPMENT
Consolidated
2022
$
2021
$
Non-current
37,190,454
50,895,186
Movement during the year
Carrying value - beginning of the year
Additions
Transfers from property, plant and equipment (Note 13)
Change in rehabilitation provision
Impairment (Note 14)
Foreign exchange fluctuation
Carrying value - end of the year
50,895,186
17,586,089
554,284
483,959
(35,429,173)
3,100,109
37,190,454
37,975,609
23,230,220
194,464
302,399
(13,877,597)
3,070,091
50,895,186
83 | P a g e
79
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
13
13
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT
2022
2022
Balance
Balance
Gross carrying amount – at cost
Gross carrying amount – at cost
Less: accumulated depreciation and
Less: accumulated depreciation and
Work under
Work under
construction
construction
$
$
Plant &
Plant &
Equipment
Equipment
$
$
Consolidated
Consolidated
Computer
Computer
Software
Software
$
$
Furniture &
Fittings
$
Furniture &
Fittings
$
Total
Total
$
$
60,362,520 13,188,372
60,362,520 13,188,372
98,737
98,737
1,790,775
1,790,775
75,440,404
75,440,404
impairment
Net carrying value
impairment
Net carrying value
(36,423,655)
23,938,865
(36,423,655)
23,938,865
(9,589,136)
3,599,236
(9,589,136)
3,599,236
(98,737)
-
(98,737)
-
(1,478,614)
312,161
(1,478,614)
312,161
(47,590,142)
27,850,262
(47,590,142)
27,850,262
Movement
Movement
Balance at 1 January 2022
Balance at 1 January 2022
Additions
Additions
Disposals/Write Off
Disposals/Write Off
Transfer between categories
Transfer between categories
Transfers to mine properties under
Transfers to mine properties under
development
development
Transfers to exploration and
Transfers to exploration and
43,106,478
43,106,478
6,351,116
6,351,116
(4,411,354)
(4,411,354)
39,046
39,046
5,520,985
959,769
(3,127)
45,650
5,520,985
959,769
(3,127)
45,650
-
-
(474,209)
(474,209)
evaluation assets
evaluation assets
Depreciation
Depreciation
Impairment (Note 14)
Impairment (Note 14)
Foreign exchange fluctuation
Foreign exchange fluctuation
Balance at 31 December 2022
Balance at 31 December 2022
-
(154,677)
-
-
-
(84,248)
(23,916,735)
(23,916,735)
(2,561,989)
2,770,314
2,770,314
351,082
23,938,865
23,938,865
3,599,236
(154,677)
(84,248)
(2,561,989)
351,082
3,599,236
-
-
-
-
-
-
-
-
-
-
-
-
-
-
477,351
477,351
49,104,814
49,104,814
-
-
7,310,885
7,310,885
(2,909)
(2,909)
(4,417,390)
(4,417,390)
(84,696)
(84,696)
-
-
-
(80,075)
(80,075)
(554,284)
(554,284)
-
-
-
-
-
-
(11,929)
(13,806)
28,225
312,161
-
(11,929)
(13,806)
28,225
312,161
(154,677)
(154,677)
(96,177)
(96,177)
(26,492,530)
(26,492,530)
3,149,621
3,149,621
27,850,262
27,850,262
2021
2021
Balance
Balance
Gross carrying amount – at cost
Gross carrying amount – at cost
Less: accumulated depreciation and
Less: accumulated depreciation and
55,185,136
55,185,136
11,822,630
11,822,630
98,737
98,737
1,023,706
1,023,706
68,130,209
68,130,209
impairment
Net carrying value
impairment
Net carrying value
(12,078,658)
43,106,478
(12,078,658)
43,106,478
(6,301,645)
5,520,985
(6,301,645)
5,520,985
(98,737)
-
(546,355)
(98,737)
-
477,351
(546,355)
477,351
(19,025,395)
49,104,814
(19,025,395)
49,104,814
Movement
Balance at 1 January 2021
Additions
Transfer between categories
Transfers to mine properties under
Movement
Balance at 1 January 2021
Additions
Transfer between categories
Transfers to mine properties under
5,871,008
52,478,790
(3,559,701)
5,871,008
52,478,790
(3,559,701)
894,099
2,493,453
3,592,483
894,099
2,493,453
3,592,483
153
-
-
153
-
-
479,204
23,615
(32,782)
479,204
23,615
(32,782)
7,244,464
7,244,464
54,995,858
54,995,858
-
-
development
development
Depreciation
Depreciation
Impairment (Note 14)
Impairment (Note 14)
Foreign exchange fluctuation
Foreign exchange fluctuation
Balance at 31 December 2021
Balance at 31 December 2021
(177,574)
-
(177,574)
-
-
-
(28,364)
(28,364)
(12,078,658)
(12,078,658)
(1,310,757)
(1,310,757)
395,039
395,039
57,645
57,645
43,106,478
43,106,478
5,520,985
5,520,985
-
-
(153)
(153)
-
-
-
-
-
-
(16,890)
(16,890)
(5,262)
(5,262)
-
-
29,466
29,466
477,351
477,351
(194,464)
(194,464)
(33,779)
(33,779)
(13,389,415)
(13,389,415)
482,150
482,150
49,104,814
49,104,814
84 | P a g e
84 | P a g e
80
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
14
IMPAIRMENT TESTING OF NON-CURRENT ASSETS
Non-current assets are reviewed at each reporting period to determine whether there is an indication of
impairment. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made.
The Group has identified one CGU, the Woodlark Gold Project on Woodlark Island in PNG. The Woodlark Gold
Project CGU comprises mine properties under development and associated property, plant and equipment.
31 December 2022 assessment
For the year ended 31 December 2022, the Group assessed whether there were any indicators of impairment
in relation to the Woodlark Gold Project CGU. Upon identification of impairment indicators relating to the
Company’s market capitalisation relative to the Group’s net assets and withdrawal of the Ore Reserve in
December 2022 following the release of Mineral Resource Update, management performed an impairment
assessment on the CGU, applying the fair value less costs of disposal basis using a range of valuation
methodologies including gold market transaction and trading multiples of selected gold projects of similar scale
and those carrying similar jurisdictional risk as PNG (level 3 in the fair value hierarchy).
In order to make its assessment, the Company obtained a range of gold market transaction and trading
multiples covering a number of comparable jurisdictions. The available market transaction and trading
multiples were assessed on mineral resource related metrics with the selection narrowed to only include
projects of a similar scale to the Woodlark Gold Project.
In applying this methodology, a value per mineral resource ounce was established using the relevant market
transaction and trading multiple implied enterprise value divided by total mineral resource ounces. For each of
the relevant transaction and trading multiples, the implied mineral resource value per ounce was multiplied by
the updated Woodlark Mineral Resource of 1,541,000 gold ounces to provide a valuation estimate. This process
provided a wide valuation range. There was a significant reduction in the high end of the valuation range at 31
December 2022 as the assessment made in the current reporting period excluded ore reserve related metrics
given the withdrawal of the Woodlark Ore Reserve in December 2022. Having considered the risk profile specific
to the asset, a fair value was selected and applied as the best estimate of the recoverable amount of the
Woodlark Project CGU.
The impairment assessment resulted in an impairment charge of $61,921,703, allocated on a pro-rata basis
across the CGU assets Mine Properties under Development ($35,429,173) and Property, Plant and Equipment
($26,492,530), based on a recoverable amount of $65 million for the CGU.
31 December 2021 assessment
For the year ended 31 December 2021, the Group assessed whether there were any indicators of impairment
in relation to the Woodlark Gold Project CGU. Upon identification of impairment indicators relating to increase
in the capital cost for development of the Project and ongoing delays in the project schedule leading to
subsequent suspension of key development programs, management performed an impairment assessment on
the CGU, applying the fair value less costs of disposal basis using resource multiples of selected gold projects of
similar scale and those carrying similar jurisdictional risk as PNG (level 3 in the fair value hierarchy).
In order to make its assessment, the Company obtained a range of gold market transaction multiples covering
a number of comparable jurisdictions. The available market transaction multiples were assessed on both
mineral resource and ore reserve related metrics with the selection of transactions narrowed to only include
projects of a similar scale to the Woodlark Gold Project.
In applying this methodology, a value per mineral resource ounce was established using the relevant market
transaction implied enterprise value divided by total mineral resource ounces. For each of the relevant
transactions, the total mineral resource ounce and ore reserve values were multiplied by the Woodlark Gold
85 | P a g e
81
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
14
IMPAIRMENT TESTING OF NON-CURRENT ASSETS (CONTINUED)
Project total mineral resource of 1,573,000 gold ounces and the total ore reserve of 1,037,600 gold ounces
respectively, to provide a valuation estimate. This process provided a wide valuation range. Having considered
the risk profile specific to the asset, a fair value at the lower end was selected and applied as the recoverable
amount of the Woodlark Project CGU.
The impairment assessment resulted in an impairment charge of $27,267,012, allocated to Mine Properties
under Development ($13,877,597) and Property, Plant and Equipment ($13,389,415) based on a recoverable
amount of $100 million for the CGU.
15
RIGHT-OF-USE ASSET AND LEASE LIABILITY
(a) Right-of-use asset
Non-current
Gross carrying amount - office leases
Less: accumulated depreciation
Total
Movement during the year
Balance at 1 January
Additions
Disposals (i)
Depreciation expense
Balance at 31 December
(b) Lease liability
Current
Non-current
Movement during the year
Balance at 1 January
Additions
Derecognition (i)
Interest expense
Payments
Balance at 31 December
Consolidated
2022
$
2021
$
117,495
(64,088)
53,407
619,619
-
(373,921)
(192,291)
53,407
846,447
(226,828)
619,619
718,272
128,175
-
(226,828)
619,619
Consolidated
2022
$
2021
$
53,946
-
53,946
613,988
-
(366,165)
20,774
(214,651)
53,946
193,662
420,326
613,988
716,872
128,175
-
11,260
(242,319)
613,988
(i) During the year, the Company surrendered the lease in relation to the Brisbane office. As a result of the
surrender, the related right-of-use asset and lease liability balances were derecognised.
86 | P a g e
82
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
16
TRADE AND OTHER PAYABLES
Current
Trade creditors and accrued expenses
Total
Consolidated
2022
$
2021
$
4,722,123
4,722,123
18,480,389
18,480,389
Decrease in trade and other payables at 31 December 2022 was in line with the reduction in activities at
the Woodlark Gold Project during the year.
17
PROVISIONS
Current
Employee entitlements
Loan termination fee (i)
Onerous contracts (ii)
Total
Non-current
Employee entitlements
Rehabilitation (iii)
Total
Consolidated
2022
$
2021
$
252,061
-
560,776
812,837
318,723
8,263,325
6,703,000
15,285,048
32,726
1,035,302
1,068,028
22,322
496,688
519,010
(i) Relates to borrowings from Sprott. Amount was settled in April 2022. See Notes 18 and 19 for details.
(ii) Onerous contracts provision movement during the year
Balance at 1 January
Net provision (written back)/recognised during the year
Provision utilised on contracts closed out
Foreign exchange fluctuation
Balance at 31 December
Refer to Note 3 for further information.
6,703,000
(703,740)
(5,500,000)
61,516
560,776
-
6,703,000
-
-
6,703,000
87 | P a g e
83
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
17
PROVISIONS (CONTINUED)
(iii) Rehabilitation provision movement during the year
Balance at 1 January
Provision recognised
Unwinding of discount
Foreign exchange fluctuation
Balance at 31 December
Consolidated
2022
$
2021
$
496,688
483,959
22,278
32,377
1,035,302
170,127
302,399
3,248
20,914
496,688
The rehabilitation provision represents the present value of rehabilitation costs relating to the Project
site, which are expected to be incurred at the end of mine life. The timing of the rehabilitation expenditure
is based on the forecast timing for which the underlying rehabilitation activities will be undertaken which
may vary in future.
18
INTEREST-BEARING LIABILITIES
Non-current
Sprott Project Finance Facility (i)
Total
(i) Sprott Project Finance Facility movement during the year
Balance at 1 January
Amount recognised at inception
Reclassified as derivative liability (Note 19(i))
Interest and other finance costs paid
Unwinding of discount
Change in fair value
Value of derivative liability transferred to host liability prior to
prepayment (Note 19(i))
Loan principal prepaid
Foreign exchange fluctuation
Balance at 31 December
Consolidated
2022
$
2021
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
106,023,933
(20,618,236)
(5,392,376)
8,305,337
2,490,596
22,338,504
(119,507,068)
6,359,310
-
In June 2021 Geopacific agreed binding terms and achieved financial close with Sprott for US$100 million
in project funding to develop the Woodlark Gold Project. The US$100 million in financing was in the form
of a US$85 million in Project Finance Facility (Facility) which was deposited into the Company’s Debt
Proceeds Account with funds available under staged drawdowns scheduled to occur with project
development milestones, and US$15 million via a Callable Gold Stream (Callable Stream) which was
available immediately.
88 | P a g e
84
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
18
INTEREST-BEARING LIABILITIES (CONTINUED)
The face value of the facility was US$85 million and was accounted for as a financial liability subsequently
measured at amortised cost under AASB 9 Financial Instruments. The Callable Stream, and its related
accounting, are further described in Note 19.
On 24 June 2021, the Company issued a drawdown notice to Sprott to draw the entire Facility, subject to an
“original issue discount” of 3.98% of the advance. The funds were received on 29 June 2021. The Facility had
a maturity repayment date of 30 June 2026 and was secured against the Group’s assets. The Facility incurred
interest at a base rate of 7.25% per annum up to 31 August 2023 (and 6.25% per annum thereafter) plus the
greater of 3-month LIBOR or 1.75% per annum. 75% of the monthly interest was to be capitalised and form
part of the principal amount until 31 March 2023. Repayment of the principal amount outstanding of the
Facility (which includes capitalised interest), was to occur over 40 equal monthly instalments commencing
from 31 March 2023.
The Company had the option to elect to prepay the full principal outstanding within 36 months after financial
close, being June 2024. If it did so then it would have been liable to pay Sprott an amount equal to 3% of the
principal repaid and the difference in the interest foregone as a result of the prepayment. This additional
charge would not have been payable to Sprott if the prepayment was made after June 2024.
The floating interest rate floor of 1.75% over the base rate and the Company’s ability to repay the full
outstanding principal balance were determined to be embedded derivatives not closely related to the
Facility, which should be bifurcated and accounted for separately. As the value of these two embedded
derivatives are not significant, they were not recognised on initial recognition.
In addition, as part of the Facility, an additional interest charge was payable on the Facility based on a gold
price differential multiplied by 2,500 ounces per month for 40 months (total 100,000 ounces) commencing
on 31 March 2023 (Additional Interest Payments). The gold price differential was to be calculated using the
greater of the average USD London Bullion Metal Association (LBMA) PM gold price per ounce (of the prior
month) or US$1,750 per ounce, less US$1,475 per ounce. These additional interest payments were
determined to be an embedded derivative that is not closely related to the Facility. This embedded
derivative was, therefore, bifurcated and accounted for separately as a “Derivative liability” in Note 19 (i).
The drawdown of the Facility was initially measured at its fair value, taking into account the original issue
discount and transaction costs arising on the Facility, in determining the amortised cost of the Facility. These
transaction costs, along with the original issue discount, were incorporated into the calculation of the
effective interest for this Facility.
The Group entered into an “all-assets” general security deed to secure the Group’s obligations under
relevant documents encompassing the Sprott debt facility. The securities granted to Sprott were first
ranking.
Pursuant to the Facility, the Company issued 5,404,655 shares and 2,702,328 options (with an exercise price
of $0.322 and expiry date of 29 September 2026) on 29 June 2021 in return for consideration of
US$1,570,062 ($2,091,742) received from Sprott. See Note 20 for details of share capital raised.
The availability of the Facility was subject to certain financial and other covenants.
In December 2021, the Company and Sprott agreed to make certain amendments to the terms of the Facility
and Callable Stream agreements. As a result, prepayment of the principal and accrued interest under the
Facility agreement and repayment of the deposit advanced under the Callable Stream agreement was
required to occur on 15 December 2021 and was made on that date accordingly. The voluntary prepayment
premium that would otherwise apply on the Facility was not payable on the prepayment.
89 | P a g e
85
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
18
INTEREST-BEARING LIABILITIES (CONTINUED)
As a result of this debt modification, the Company revalued the Facility to fair value as at 15 December 2021.
The fair value of the host liability and the related derivative liabilities were valued based on the payment
required to simultaneously extinguish the Facility. A loss on change in fair value of $2,490,596 was
recognised in the profit and loss on the modification and extinguishment of the Facility.
Pursuant to the amended agreement, a fee of US$5 million was payable in the event the Facility agreement
was terminated. This was recorded at fair value of US$3 million as a component of the debt modification on
15 December 2021.
In April 2022, the Company terminated both the Facility and Callable Stream agreements. The financial
liabilities comprising of the termination fees were settled and paid for an aggregate amount of US$6 million.
This did not result in gain or loss on termination in the 2022 reporting period.
19
OTHER FINANCIAL LIABILITIES
Current
Lease liability (Note 15(b))
Total
Non-current
Lease liability (Note 15(b))
Derivative liability (i)
Sprott Callable Stream (ii)
Total
(i) Derivative liability movement during the year
Balance at 1 January
Amount recognised at inception (Note 18)
Change in fair value
Value of liability transferred to host liability prior to
prepayment (Note 18)
Balance at 31 December
Consolidated
2022
$
2021
$
53,946
53,946
193,662
193,662
-
-
-
-
-
-
-
-
-
420,326
-
-
420,326
-
20,618,236
1,720,268
(22,338,504)
-
As indicated in Note 18, as part of the Sprott Facility, the floating interest rate floor of 1.75% over the base
rate, the Company’s ability to repay the full outstanding principal balance and the Additional Interest
Payments, represent embedded derivatives. The interest rate floor and prepayment embedded derivatives
were not brought to account (see Note 18), however the Additional Interest Payments were fair valued on
initial recognition.
The value of the derivative liability was transferred back to the host liability prior to the principal of the
Sprott Facility being prepaid in full in December 2021.
90 | P a g e
86
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
19
OTHER FINANCIAL LIABILITIES (CONTINUED)
(ii) Sprott Callable Stream movement during the year
Balance at 1 January
Amount recognised at inception
Other finance costs paid
Change in fair value
Amount repaid
Foreign exchange fluctuation
Balance at 31 December
Consolidated
2022
$
2021
$
-
-
-
-
-
-
-
-
19,967,251
(104,486)
109,768
(21,089,483)
1,116,950
-
On 24 June 2021, the Company issued a drawdown notice to Sprott to draw down the US$15 million
“deposit” available under the Callable Stream which formed part of the Sprott project funding. The Callable
Stream provided Sprott the option to acquire 3.375% of the gold production from the Woodlark Gold Project
until it had acquired a cumulative total of 30,000 gold ounces and 1.6575% of the gold production thereafter.
Alternatively, Sprott could elect to receive cash amounting to 70% of the spot LBMA price of the gold
produced. The objective was to repay the “deposit” through this mechanism by approximately June 2026,
however, subject to the buy-back option (see below), the gold stream arrangement under the Callable
Stream was effectively perpetual.
Under the Callable Stream agreement, the Group had a buy-back option for the gold stream arrangement,
whereby it could pay US$15 million plus any uncredited balance remaining on the “deposit” in order to fully
extinguish any remaining liability to Sprott. The buy-back option period was 180 days from 30 June 2026
(which is the maturity date of the Facility disclosed in Note 18).
The Group elected to designate all financial instruments under the Callable Stream arrangement as a
financial liability at fair value through profit and loss, both on initial recognition and at each reporting date.
Any changes in fair value were recorded as a gain or loss in the profit and loss, except for those arising from
changes in the Group’s own credit risk, which are recorded in other comprehensive income.
On 15 December 2021, the deposit advanced under the Callable Stream agreement was repaid in full and
the terms and conditions of the agreement were amended. A loss on change in fair value of $109,768 was
recognised in the profit and loss on the modification and extinguishment of the borrowing.
Pursuant to the amended agreement, a fee of US$5 million was payable in the event the Callable Stream
agreement was terminated. This was recorded at fair value of US$3 million as a component of the debt
modification on 15 December 2021.
In April 2022, the Company terminated both the Facility and Callable Stream agreements. The financial
liabilities comprising of the termination fees were settled and paid for an aggregate amount of US$6 million.
This did not result in gain or loss on termination in the 2022 reporting period.
91 | P a g e
87
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
FOR THE YEAR ENDED 31 DECEMBER 2022
20
20
ISSUED CAPITAL
ISSUED CAPITAL
Consolidated
Consolidated
2022
2022
$
$
2021
2021
$
$
Issued Capital
Issued Capital
284,991,318
284,991,318
284,846,318
284,846,318
Reconciliation of movements in Issued Capital during the year
Reconciliation of movements in Issued Capital during the year
Date
Date
Shares
Shares
$
$
Shares
Shares
$
$
2022
2022
2021
2021
Plan
Balance at 1 January
Balance at 1 January
Shares issued pursuant to a Placement
Shares issued pursuant to a Placement
Shares issued pursuant to a Share Purchase
Shares issued pursuant to a Share Purchase
Plan
Shares issued pursuant to Project Financing
Shares issued pursuant to Project Financing
Conversion of Zero Exercise Price Options
Conversion of Zero Exercise Price Options
Conversion of Zero Exercise Price Options
Conversion of Zero Exercise Price Options
Conversion of Zero Exercise Price Options
Conversion of Zero Exercise Price Options
Less: (share issue costs)/adjustment
Less: (share issue costs)/adjustment
Balance at 31 December
Balance at 31 December
12-Feb-21
12-Feb-21
16-Feb-21
16-Feb-21
29-Jun-21
29-Jun-21
13-Jul-21
13-Jul-21
23-Aug-21
23-Aug-21
14-Nov-22
14-Nov-22
519,246,646 284,846,318 218,807,363 165,801,105
- 289,571,862 121,620,182
519,246,646 284,846,318 218,807,363 165,801,105
- 289,571,862 121,620,182
-
-
-
-
-
-
1,616,965
-
-
-
-
-
1,616,965
-
1,874,011
1,790,902
-
-
-
(6,239,882)
520,863,611 284,991,318 519,246,646 284,846,318
1,874,011
1,790,902
-
-
-
(6,239,882)
520,863,611 284,991,318 519,246,646 284,846,318
4,461,821
4,461,821
5,404,655
5,404,655
970,638
970,638
30,307
30,307
-
-
-
-
-
-
-
-
-
145,000
-
-
-
-
-
145,000
92 | P a g e
92 | P a g e
88
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
21
RESERVES
(a) Reserves
Share-based payments reserve
Option reserve
Foreign currency translation reserve
Other equity reserve
Total
(b) Movements during the year
Share-based payments reserve
Balance at 1 January
Share-based payment expense
Balance at 31 December
Option reserve
Balance at 1 January
Options issued during the year
Balance at 31 December
Foreign currency translation reserve
Balance at 1 January
Exchange gains during the year
Balance at 31 December
Other equity reserve
Balance at 1 January
Transfers during the year
Balance at 31 December
Total reserves
Consolidated
2022
$
2021
$
4,924,041
300,840
10,838,431
(1,370,317)
14,692,995
4,724,737
300,840
2,089,578
(1,370,317)
5,744,838
4,724,737
199,304
4,924,041
300,840
-
300,840
3,993,609
731,128
4,724,737
-
300,840
300,840
2,089,578
8,748,853
10,838,431
(2,018,220)
4,107,798
2,089,578
(1,370,317)
-
(1,370,317)
(1,370,317)
-
(1,370,317)
14,692,995
5,744,838
(c) Nature and purpose of reserves
Share-based payments reserve
The share-based payments reserve records:
the value of exercised and unexercised options, share appreciation rights and share performance
rights issued or granted to employees and Directors which have been expensed; and
the value of options issued on acquisition of Millennium Mining (Fiji) Ltd.
Option reserve
The option reserve records the value of options issued pursuant to Project Financing in the 2021 reporting
period.
93 | P a g e
89
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
21
RESERVES (CONTINUED)
(c) Nature and purpose of reserves (continued)
Foreign currency translation reserve
The foreign currency translation reserve records unrealised exchange gains and losses on translation of the
Group’s controlled entities’ results and financial position where their functional currency is different to the
Group’s presentation currency. It is also used to record exchange gains or losses on borrowings that form
part of the Company’s net investments in foreign operations.
Other equity reserve
The other equity reserve records transfers of interests to the Group from non-controlling interests.
22
CONTINGENT LIABILITIES
The Group did not have any contingent liabilities at the end of the reporting period (2021: nil).
23
COMMITMENTS
(a)
Tenement Commitments
Entities in the Group are required to spend certain amounts to retain their interest in areas over which Special
Prospecting Licenses are held. All requirements have been complied with and all reports and lodgements
have been made. In the ordinary course of business, the Group is currently waiting on the reissue of certain
licences by the Mineral and Resource Departments of PNG.
The following table provides an outline of the annual expenditure required by tenement:
Tenement
EL 1172
EL 1279
EL 1465
Location
PNG
PNG
PNG
Tenement
Renewed
to
27-Nov-23
25-Aug-23
22-Dec-22
Annual
Commitment
2022
$
127,953 N/A
170,603 N/A
127,953 Licence renewal lodged with authorities for
Comments
an additional two years. Tenure remains
while renewal pending.
94 | P a g e
90
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
23
COMMITMENTS (CONTINUED)
(b) Operating Commitments
The outstanding operating commitments relating to the Woodlark Gold Project at 31 December are:
Consolidated
2022
$
2021
$
38,683
449,052
487,735
5,285,092
504,860
5,789,952
Payable within one year
Payable after one year but not more than five years
Total
24
PARTICULARS RELATING TO CONTROLLED ENTITIES
(a) Material Subsidiaries
Worldwide Mining Projects Pty Ltd
PT IAR Indonesia Ltd
Eastkal Pte Ltd
Royal Australia Resources Ltd
Golden Resource Development(i)
Geopacific Limited
Beta Limited
Millennium Mining (Fiji) Limited
Woodlark Mining Limited
Geocanada Resources Limited
Country of
Incorporation
and Carrying
on Business
Australia
Indonesia
Singapore
Cambodia
Cambodia
Fiji
Fiji
Fiji
PNG
Canada
Effective Ownership
Percentage
Class of
Share
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
2022
%
100
100
100
-
-
100
100
100
100
100
2021
%
100
100
100
-
-
100
100
100
100
100
(i) The Company derecognised the Kou Sa Project during the year ended 31 December 2020.
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91
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
25
KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors
Details of each person holding the position of Director of the Company during the current and prior reporting
periods are outlined in the table below:
Name
Non-Executive Directors
Andrew Bantock
Richard Clayton
Michael Brook
Hansjoerg Plaggemars
Ian Clyne
Sir Charles Lepani
Colin Gilligan
Ian Murray
Interim Chief Executive
Appointed 13 January 2022
Appointed 7 July 2022;
Appointed
Officer on 5 December 2022
Appointed 7 July 2022
Appointed 7 July 2022
Ceased 13 January 2022
Ceased 2 May 2022
Ceased 7 July 2022
Ceased 7 July 2022
Position
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
(b) Other Key Management Personnel (KMP)
Details of the other KMP of the Group during the current and prior reporting periods are set out in the table
below:
Name
Executives
Timothy Richards
Matthew Smith
Graeme Rapley
Glenn Zamudio
Ceased 1 January 2023
(subsequent to balance date)
Appointed 1 February 2021;
Ceased 31 October 2021
Ceased 31 March 2021
(c)
KMP Compensation
Position
Chief Executive Officer
Chief Financial Officer & Company Secretary
Project Director - WML
General Manager - Projects
Consolidated
2022
$
2021
$
1,355,791
65,624
189,888
6,708
-
1,618,011
1,596,790
102,075
727,233
(1,749)
119,383
2,543,732
96 | P a g e
Key Management Personnel Compensation:
Short-term benefits
Post-employment benefits
Share-based payments
Long-term benefits
Termination payments
Total
92
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
26
RELATED PARTY TRANSACTIONS
FTI Consulting
The Company incurred the following fees in relation to the services provided by FTI Consulting, an entity
related to Mr Andrew Bantock (Non-Executive Chairman) during the year, by way of being his employer:
•
•
Non-Executive Chairman fees of $323,385 (2021: nil); and
Advisory fees of $718,218 (2021: nil).
The fees payable for the Non-Executive Chairman services are based on a fixed remuneration of $104,000
per annum and special exertion fees (over and above what is expected for the non-executive chair role) at
$3,500 per day. Refer to the Company’s ASX announcement dated 14 January 2022 titled “Appointment of
New Chairman” for further details of the appointment of FTI Consulting.
Work performed by FTI Consulting during the year included the completion of a detailed diagnostic review,
strategy recommendations and assistance with implementation of the steps required to restructure the
business, corporate and material commercial arrangements following the suspension of development and
construction of the Woodlark Gold Project.
The fees for the advisory services are payable at normal commercial terms.
At 31 December 2022, $283,659 was owing to FTI Consulting (2021: nil).
Kareg Consulting
The Company was charged $10,159 during the year for consulting fees by Kareg Consulting, an entity related
to Mr Richard Clayton (Non-Executive Director), for professional services provided to the Group outside his
normal Board duties (2021: nil). The fees were paid at normal commercial rates. At 31 December 2022, no
amount was owing to Kareg Consulting (2021: nil).
27
SHARE-BASED PAYMENTS
(a)
Employee Incentive Plan
The Company’s Securities Incentive Plan was approved by shareholders at the Annual General Meeting held
on 30 May 2018. All employees are eligible to participate in the plan.
Instruments granted under the plan are issued for no consideration, carry no dividend or voting rights and
when exercised convert into ordinary shares.
Included under share-based payments expense in the statement of profit or loss and other comprehensive
income is an amount of $199,304 which relates to equity settled share-based payments transactions issued
under the plan (2021: $731,128).
All options and share performance rights granted to key management personnel are for ordinary shares in
Geopacific, which confer a right of one ordinary share for every option held.
All share appreciation rights granted to key management personnel are for ordinary shares in Geopacific,
which confer an amount of shares equal to the difference between the Company’s share price at the end of
the vesting period and the price on grant date.
No incentives were granted to employees during the 2022 reporting period.
97 | P a g e
93
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
27
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
2022
2021
Number of
options or
rights
Weighted
average
exercise
price ($)
Number of
options or
rights
Weighted
average
exercise
price ($)
2,470,727
-
-
(1,616,965)
853,762
2,249,136
-
-
-
2,249,136
2,430,722
-
(894,605)
-
1,536,117
3,112,442
-
-
-
3,112,442
-
-
-
-
-
3,471,672
-
-
(1,000,945)
2,470,727
0.7980
-
-
-
0.7980
0.5485(i)
-
0.5381(i)
-
0.4503(i)
-
-
-
-
-
2,249,136
-
-
-
2,249,136
2,430,722
-
-
-
2,430,722
-
3,112,442
-
-
3,112,442
-
-
-
-
0.7980
-
-
-
0.7980
0.5485(i)
-
-
-
0.5485(i)
-
-
-
-
-
Zero exercise price options
Outstanding at beginning of year
Granted
Expired/lapsed
Exercised
Outstanding at end of year
Premium exercise price options
Outstanding at beginning of year
Granted
Expired/lapsed
Exercised
Outstanding at end of year
Share appreciation rights
Outstanding at beginning of year
Granted
Expired/lapsed
Exercised
Outstanding at end of year
Share performance rights
Outstanding at beginning of year
Granted
Expired/lapsed
Exercised
Outstanding at end of year
(i) The exercise price of the share appreciation rights – represents a theoretical exercise price given the payoff is the difference
between the Company’s share price at the end of the vesting period and the price on grant date
98 | P a g e
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2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
27
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
The weighted average remaining contractual life of the incentives outstanding at 31 December 2022 are:
Instrument
Zero exercise price options
Premium exercise price options
Share appreciation rights
Share performance rights
(b) Unlisted Incentives
Years
0.39
0.72
0.84
1.25
There were 2,742,328 options over unissued shares unexercised at reporting date (2021: 2,742,328). Since
the end of the financial year, no unlisted options have been cancelled or exercised.
Details of unlisted options over unissued shares in the Company as at the date of this report are outlined in
the tables below:
2022
Issue
Date
Expiry
Date
6-Jun-09
6-Jun-09
29-Jun-21
Note (a)
Note (b)
29-Sep-26
Exercise
Price
$
62.50
125.00
0.322
Number
on Issue
1-Jan-22
32,000
8,000
2,702,328
2,742,328
Movement During the Year
Granted
Lapsed
-
-
-
-
Number on
Issue
31-Dec-22
32,000
8,000
2,702,328
2,742,328
-
-
-
-
(a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit
(b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit
2021
Issue
Date
Expiry
Date
6-Jun-09
6-Jun-09
29-Jun-21
Note (a)
Note (b)
29-Sep-26
Exercise
Price
$
62.50
125.00
0.322
Number
on Issue
1-Jan-21
32,000
8,000
-
40,000
Movement During the Year
Granted
Lapsed
-
-
2,702,328
2,702,328
Number on
Issue
31-Dec-21
32,000
8,000
2,702,328
2,742,328
-
-
-
(a) Not later than 5 years after defining a JORC compliant ore reserve of over 200,000oz Au on the Faddy’s Gold Deposit
(b) Not later than 10 years after defining a JORC compliant ore reserve of over 1,000,000oz Au on the Faddy’s Gold Deposit
(c)
Services
During the reporting period, the Company did not issue any shares as payment for services (2021: nil).
99 | P a g e
95
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
28
LOSS PER SHARE
(a)
Basic and Diluted Loss per Share
Basic loss per share:
From continuing operations attributable to the ordinary equity
holders of the company
Diluted loss per share:
From continuing operations attributable to the ordinary equity
holders of the company
(b)
Reconciliation of Loss Used in Calculating Loss Per Share
Basic and Diluted Loss Per Share:
Loss attributable to the ordinary equity holders of the Company
used in calculating basic and diluted loss per share:
From continuing operations
(c) Weighted Average Number of Shares Used as the Denominator
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted loss per share
Consolidated
2022
Cents
2021
Cents
(13.85)
(12.67)
(13.85)
(12.67)
Consolidated
2022
$
2021
$
(71,954,925)
(71,954,925)
(61,318,687)
(61,318,687)
Consolidated
2022
No. of Shares
2021
No. of Shares
519,454,858
483,805,157
100 | P a g e
96
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
29
EVENTS OCCURRING AFTER BALANCE DATE
The financial statements have been prepared based upon conditions existing at 31 December 2022 and due
consideration has been given to events that have occurred subsequent to 31 December 2022 that provide
evidence of conditions that existed at the end of the reporting period.
On 30 March 2023, the Company announced the launch of a $6 million 0.5756 for 1 fully underwritten non-
renounceable Entitlement Offer at $0.020 per share. The Entitlement Offer is fully underwritten by major
shareholder Deutsche Balaton AG (Delphi). Refer to the Company’s ASX Announcement dated 30 March 2023
titled “Fully Underwritten $6 million Capital Raising” for further details.
Other than the matter discussed above, no other matters or circumstances haves arisen since the end of the
financial period year which significantly affected or may significantly affect the operations of the Group, the
results of those operations, or the state of affairs of the Group in future financial years.
101 | P a g e
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2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
30
OPERATING SEGMENTS
The Group has identified its operating segments based on the internal reports that are reviewed by the Board
in assessing performance and determining the appropriate allocation of the Group’s resources. The Group
also has had regard to the qualitative thresholds for the determination of operating segments.
For management purposes in the 2022 reporting period the Group was organised into three operating
segments based on geographical locations, which involve mineral exploration and development in PNG and
all other segments, which incorporates the minor activities conducted during the period in Cambodia and
Fiji. All other corporate expenses are disclosed as “Corporate” within this segment report. The Group’s
principal activities are interrelated and the Group has no revenue from operations.
All significant operating decisions are based on analysis of the Group as three segments. The accounting
policies applied for internal reporting purposes are consistent with those applied in preparation of the
financial statements.
2022
Interest Income
Net Loss for the year
Segment Assets
Segment Liabilities
All Other
Segments
$
PNG
$
Corporate
$
Total
$
1
(103,689)
87,952
689,731
77
(65,252,297)
79,841,351
5,022,664
10,031
(6,598,939)
5,233,113
944,539
10,109
(71,954,925)
85,162,416
6,656,934
Impairment Write Downs
-
66,007,902
5,026
66,012,928
2021
All Other
Segments
$
PNG
$
Corporate
$
Total
$
Interest Income
Net Profit/(Loss) for the year
Segment Assets
Segment Liabilities
-
238,625
95,008
648,935
-
(36,926,373)
109,829,892
25,822,178
147,753
(24,630,939)
66,340,785
8,427,322
147,753
(61,318,687)
176,265,685
34,898,435
Impairment Write Downs
6,934
27,268,512
-
27,275,446
102 | P a g e
98
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
31
NOTES TO THE STATEMENT OF CASH FLOWS
(a)
Cash and Cash Equivalents
Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is
reconciled to the related items in the Statement of Financial Position as follows:
Cash at bank
Restricted cash
Total
(b)
Reconciliation of Cash Flows from Operating Activities
Consolidated
2022
$
2021
$
5,378,772
-
5,378,772
50,943,828
16,526,649
64,470,477
Consolidated
2022
$
2021
$
Net loss after income tax
(71,954,925)
(61,318,687)
Adjustments for:
Depreciation expense
Share-based payments expense
Impairment write downs
Finance costs
Fair value loss on financial liabilities
Foreign currency loss/(gain) - net
Other expense/(income)
Consultancy expense
Changes in Assets & Liabilities
(Increase) in trade and other receivables
(Increase) in prepayments
Increase in trade and other payables
(Decrease)/Increase in provisions
Net Cash Used in Operating Activities
288,468
199,304
66,012,928
43,052
-
224,555
152,232
312,497
260,607
731,128
27,275,446
10,832,376
4,320,633
(609,792)
(370,620)
567,944
(2,857,446)
(165,705)
542,421
(6,001,807)
(13,204,426)
(2,663,877)
(364,803)
278,970
6,869,574
(14,191,101)
103 | P a g e
99
2022 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022 GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
31
NOTES TO THE STATEMENT OF CASH FLOWS (CONTINUED)
(c) Non-cash investing and financing activities
(Derecognition of)/Additions to lease liability
Fair value loss on financial liabilities
32
REMUNERATION OF AUDITORS
The Auditor of Geopacific is Ernst & Young.
Amounts received or receivable - Ernst & Young for:
- An audit or review of the financial report
Total
Consolidated
2022
$
2021
$
(366,165)
-
128,175
4,320,633
Consolidated
2022
$
2021
$
176,500
176,000
218,000
218,000
104 | P a g e
100
2022 ANNUAL REPORT
SHAREHOLDER INFORMATION
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 10 March 2023.
(a)
Analysis of numbers of equity security holders by size of holding:
Analysis of numbers of equity security holders by size holding:
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Total
(b)
Equity security holders – ordinary shares
Class of Equity Security
Ordinary Shares
Number
Shares
257
507
293
737
289
2,083
111,978
1,351,008
2,285,570
27,257,385
490,185,170
521,191,111
The names of the twenty largest holders of quoted equity securities, ordinary shares, are listed below:
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NDOVU CAPITAL IV B V
CITICORP NOMINEES PTY LIMITED
DELPHI UNTERNEHMENBERATUNG
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
SPARTA AG
SPARTA AG
2INVEST AG
DEUTSCHE BALATON AKTIENGESELLSCHAFT
BROADGATE INVESTMENTS PTY LTD
MR RICHARD ALEXANDER CALDWELL
BNP PARIBAS NOMINEES PTY LTD
PURPLE MANGGIS PTY LTD
BNP PARIBAS NOMS PTY LTD
HENDERSON INTERNATIONAL PTY LIMITED
GREENWELL INVESTMENT LIMITED
MR TONY PETER VUCIC & MRS DIANE VUCIC
MR STEPHEN JOHN RYAN
DELPHI UNTERNEHMENSBERATUNG AKTIENGESELLSCHAFT
IT & BUSINESS CONSULTING LTD
TOP 20 SHAREHOLDERS
OTHER SHAREHOLDERS
TOTAL ORDINARY SHAREHOLDERS
Ordinary Shares
Number Held
% of
Issued
Shares
66,938,076 12.843%
63,453,391 12.175%
9.960%
51,909,966
9.794%
51,045,958
5.857%
30,528,466
3.243%
16,904,762
2.884%
15,029,982
2.421%
12,617,822
2.284%
11,904,762
1.956%
10,196,816
1.535%
8,000,000
1.482%
7,722,876
1.177%
6,135,917
1.042%
5,432,059
0.839%
4,375,272
0.687%
3,581,789
0.672%
3,500,000
3,217,217
3,128,000
3,000,000
0.617%
0.600%
0.576%
378,623,131 72.646%
142,567,980 27.354%
521,191,111 100.00%
105 | P a g e
101
2022 ANNUAL REPORT
SHAREHOLDER INFORMATION
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
SHAREHOLDER INFORMATION
(c)
Substantial holders
Extracts from substantial shareholder register:
SPARTA AG
NDOVU CAPITAL IV B V
Shareholding
Number Held
% of Issued
Shares
115,921,286
64,086,031
22.24
12.60
The above holdings are based on the most recent Notice of Change of Interests of Substantial Holder
statements lodged by each substantial holder.
(d)
Voting rights
The voting rights attached to each class of equity securities are set out below:
Fully paid Ordinary Shares
On a show of hands, every member present at a meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
Options – listed and unlisted
There are no voting rights attached to options.
(e) Summary of unlisted options and rights issued
Number of
Options
/Rights
Number of
Holders
Options
/Rights
Held
% of
Options
/Rights
Issued
Options expiring not later than five years after
the defining on Faddy's Gold Deposit of a JORC
complaint Ore Reserve of over 200,000 oz of
contained Au with an exercise price of $62.50
Option holder with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
L Anderson Investments Pty Ltd
Sheila Anderson Investments
Options expiring not later than ten years after
the defining on Faddy's Gold Deposit of a JORC
compliant Ore Reserve of over 1,000,000 oz of
contained Au with an exercise price of $125.00
Option holder with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
L Anderson Investments Pty Ltd
Sheila Anderson Investments
32,000
5
8,000
5
12,800
8,800
7,200
3,200
2,200
1,800
40.0
27.5
22.5
40.0
27.5
22.5
106 | P a g e
102
2022 ANNUAL REPORT
SHAREHOLDER INFORMATION
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
SHAREHOLDER INFORMATION
(e)
Summary of unlisted options and rights issued (continued)
Number of
Options
/Rights
Number of
Holders
Options
/Rights
Held
% of Options
/Rights
Issued
Premium exercise price options expiring four
years from the issue date on 10 July 2023
Option holder with more than 20% of class
R Heeks
Premium exercise price options expiring four
years from the issue date on 19 July 2023
Option holder with more than 20% of class
R Heeks
Share appreciation rights expiring four years
from the issue date on 19 July 2023
Option holder with more than 20% of class
R Heeks
Zero exercise price options expiring three years
from the issue date on 21 August 2023
Option holder with more than 20% of class
R Heeks
M Smith
G Zamudio
Premium exercise price options expiring four
years from the issue date on 21 August 2024
Option holder with more than 20% of class
R Heeks
M Smith
G Zamudio
Share appreciation rights expiring four years
from the issue date on 21 August 2024
Option holder with more than 20% of class
R Heeks
M Smith
G Zamudio
808,740
1,063,850
1,129,101
526,262
6
5
5
3
376,546
3
407,016
3
195,300
24.1
318,060
29.9
304,808
27.0
244,662
168,960
112,640
182,344
116,521
77,681
182,656
134,616
89,744
46.5
32.1
21.4
48.4
31.0
20.6
44.9
33.1
22.0
107 | P a g e
103
2022 ANNUAL REPORT
SHAREHOLDER INFORMATION
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
SHAREHOLDER INFORMATION
(e)
Summary of unlisted options and rights issued (continued)
Share performance rights expiring three years
from the issue date on 31 March 2024
Rights holder with more than 20% of class
T Richards
Options expiring on 29 September 2026 with an
exercise price of $0.322
Option holder with more than 20% of class
Sprott Private Resource Lending II (CO), Inc
Number of
Options
/Rights
Number of
Holders
Options
/Rights
Held
% of Options
/Rights
Issued
3,112,442
11
1,079,545
34.7
2,702,328
1
2,702,328
100.0
108 | P a g e
104
2022 ANNUAL REPORT
GEOPACIFIC RESOURCES LIMITED
and Controlled Entities
TENEMENT DETAILS
TENEMENT DETAILS
Current interest in tenements held by Geopacific and its subsidiaries, as at 31 December 2022 are listed
below:
Country
Location
Tenement
Interest
PNG
PNG
PNG
PNG
PNG
PNG
PNG
PNG
PNG
PNG
PNG
PNG
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
Woodlark Island
EL 1172
EL 1279
EL 1465
LMP 89
LMP 90
LMP 91
LMP 92
LMP 93
ME 85
ME 105
ME 111
ML 508
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
109 | P a g e
105
2022 ANNUAL REPORT