FOR THE YEAR ENDED 31 DECEMBER 2024
Corporate Directory
1
Chairman’s Report
2
Review of Operations
3
Mineral Resources
15
Directors’ Report
16
Remuneration Report
22
Auditor’s Independence Declaration
36
Independent Auditor’s Report
37
Directors’ Declaration
42
Consolidated Statement of Profit or Loss and Other Comprehensive Income
43
Consolidated Statement of Financial Position
44
Consolidated Statement of Changes in Equity
45
Consolidated Statement of Cash Flows
46
Notes to the Financial Statements
47
Consolidated Entity Disclosure Statement
95
Shareholder Information
96
Tenement Details
99
CONTENTS
1
2024 ANNUAL REPORT
CORPORATE DIRECTORY
Geopacific Resources Limited
Public listed Company incorporated in New South Wales in 1986 (ASX: GPR)
Australian Business Number (ABN)
57 003 208 393
Directors & Secretary in Office
Graham Ascough – Non-Executive Chairman
Rowan Johnston – Non-Executive Director
Hamish Bohannan – Non-Executive Director
Hansjoerg Plaggemars – Non-Executive Director
Michael Brook – Non-Executive Director
Matthew Smith – Chief Financial Officer & Company Secretary
Registered Office
Postal Address
Woodlark Registered Office
Level 1
PO Box 439
Level 6, PwC Haus
278 Stirling Highway
Claremont WA 6910
Harbour City, Port Moresby, NCD
Claremont WA 6010
Papua New Guinea
Auditor
Banker - Australia
Banker – Papua New Guinea
Ernst & Young
Sumitomo Mitsui Banking
BSP Financial Group Limited
The Ernst & Young Building
Corporation - Sydney Branch
Ground Level, Ravalien Haus
11 Mounts Bay Road
Level 40, 2 Chifley Square
Harbour City, Port Moresby
Perth WA 6000
Sydney NSW 2000
Papua New Guinea
Share Registry
Stock Exchange
For Further Information
Boardroom Pty Ltd
ASX Limited
Please visit geopacific.com.au
Level 8
Level 4, Central Park
or contact James Fox (CEO)
210 George Street
152-158 St Georges Terrace
Sydney NSW 2000
Perth WA 6000
2
2024 ANNUAL REPORT
CHAIRMAN’S REPORT
Dear Shareholders,
On behalf of the Board of Directors, it is my pleasure to present the 2024 Annual
Report for Geopacific Resources Limited (‘Geopacific’ or ‘Company’).
Our focus continues to be our Woodlark Gold Project (the Project) located on Woodlark Island
in Papua New Guinea (PNG). The Project hosts current Mineral Resources of 1.67 million
ounces of gold, and significant exploration potential across the Company’s 580 km2 tenement
holding on the Island.
Key highlights for the year under review include the completion of the Woodlark Scoping
Study, delivery of an updated Mineral Resource Estimate, the continued refinement of our
exploration targeting program for planned drilling in 2025 and the continuation of our
Community Relocation Program.
A $40M capital raising was completed in January 2025 and Geopacific is now well positioned
to unlock the significant underlying value and upside potential of the Project, where the
Woodlark Scoping Study completed in July 2024 confirmed the Project is forecast to generate
strong returns for its stakeholders over a long-life operation1.
The Study captured significant economic and construction design improvements made since the 2020 Execution Update2, and
confirmed that the Project continues to be technically robust and capable of generating significant free cash flows. Several
improvements were delivered across key metrics when compared to previous studies, including project payback, net present
value and internal rate of return.
Our principal objectives in 2025 cover a range of activities including mineral resource expansion, project approval amendments,
project development and the delivery of a Definitive Feasibility Study (DFS) by the end of the year. The aim of the DFS is to finalise
the various operational parameters, optimise the process plant and infrastructure design, and to provide essential validation for
the technical, economic, and operational feasibility of the Project.
On the exploration side, drill planning is now well advanced, and mobilisation and logistics are underway to support a 30,000 m
program in the months ahead that will test high-priority exploration targets with significant potential to delineate additional
economic gold mineralisation, and to increase confidence in the known resources.
Our ongoing community driven relocation construction program provides a community employment opportunity and focusses on
bettering the living standards and community facilities on Woodlark Island. We are very proud of this program and to date it has
delivered 182 new buildings including a school, 2 churches, a community health clinic and 10 trade stores.
Before closing, I would like to take this opportunity to express my thanks to my fellow directors, management and staff for their
dedication and hard work during the past 12 months. We are committed to growing the Company and safely and expeditiously
progressing the development of our flagship Woodlark Gold Project for the benefit of all shareholders.
I also take this opportunity to thank all shareholders for your continued support of Geopacific and I look forward to providing
further updates as our activities move forward in 2024.
Graham Ascough
Chairman
1
Refer to ASX announcement 30 July 2024 ‘‘Woodlark Scoping Study forecasts strong financial returns”. The Company confirms that all the
material assumptions underpinning the production target, and the forecast financial information derived from the production target continue
to apply and have not materially changed.
2
Refer to ASX announcement 30 November 2020 “Project Execution Update”.
3
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
The Woodlark Gold Project is a 100% owned gold development project, located on Woodlark Island in PNG.
The Project has a current endowment of 1.67 million ounces of gold in Mineral Resources1 with significant exploration
potential across the Company’s approximate 580 km² tenement holding on the highly prospective Woodlark Island.
A $40 million renounceable pro-rata Entitlement Offer (Entitlement Offer) was launched in December 20242 and successfully
completed in January 2025. Geopacific is now well positioned to unlock the significant underlying value and upside potential of the
Project, where the Woodlark Scoping Study (Study) completed in July 2024 confirmed the Project is forecast to generate strong
returns for its stakeholders over a long-life operation3.
Woodlark’s regional setting – the “Pacific Ring of Fire”
During the reporting period, the Company made significant advancements in the following key areas:
•
Woodlark Scoping Study completed;
•
Mineral Resource Update released;
•
Continued refinement of the exploration targeting program; and
•
Continuation of the Community Relocation Program.
1
Refer to ASX announcement 13 August 2024 “Mineral Resource increased to 1.67 Moz”.
2
Refer to ASX announcements 19 December 2024 “$40m Entitlement Offer to fund resource growth”, and 22 January 2025 “Results of A$40m
Pro-Rata Renounceable Entitlement Offer”.
3
Refer to ASX announcement 30 July 2024 ‘‘Woodlark Scoping Study forecasts strong financial returns”. The Company confirms that all the
material assumptions underpinning the production target, and the forecast financial information derived from the production target continue
to apply and have not materially changed.
4
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
$40 MILLION ENTITLEMENT OFFER
In December 2024, the Company launched the Entitlement Offer to raise approximately $40 million (before costs). The Offer closed
in January 2025 and was strongly supported by existing shareholders, with total subscriptions of $20,344,255.98 received. The
shortfall of $19,643,602.12 was allocated by the Underwriter in accordance with an Underwriting Agreement and to VS Capital in
accordance with a Shortfall Commitment Agreement.
The Offer Proceeds will be deployed over an approximate 18-month period to significantly advance the Project through the
following key objectives:
PNG approvals amendments
To reflect simplified critical infrastructure including plant, wharf, tails, and increased Plant throughput
Upgrade road infrastructure to access mining and exploration areas including bridge construction
Multi-use infrastructure corridors resulting in improved maintenance and reduced environmental footprint
Test highly prospective new exploration target areas with scale potential
Comprehensive near-mine and regional exploration drill program
Mineral Resource expansion
Target extensions to known, high-grade, near-surface mineralisation with substantial resource growth potential
Project development optimisation
Mining optimisation and scheduling assessing a range of scenarios
Deliver DFS by the end of CY 2025
Finalise all outstanding Project technical design work & studies and commence FEED
Continue with village relocation on a self-perform basis
Supporting clinic, primary school & communities in which we operate
WOODLARK SCOPING STUDY
A key advancement during the reporting period involved the completion of a new Study for the Project which incorporated the
findings from the review of potential development options4. The Study confirmed the technical and financial merits of the Project,
which is forecast to generate strong operating margins and significant free cash flow from a long-life operation.
The Study captured significant economic and construction design improvements made since the 2020 Execution Update5, and
confirmed that the Project continues to be technically robust and capable of generating significant free cash flows. Several
improvements were delivered across key metrics when compared to previous studies, including project payback, net present
value and internal rate of return. Further leverage to the strong gold price exists via future exploration potential upside.
4
Refer to ASX announcement 30 July 2024 “Woodlark Scoping Study forecasts strong financial returns from a long-life operation”. The
Company confirms that all the material assumptions underpinning the production target and the forecast financial information derived from
the production target continue to apply and have not materially changed.
5
Refer to ASX announcement 30 November 2020 “Project Execution Update”.
5
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
Highlights of the Study include:
• Pre-tax NPV8% A$625 million (post-tax A$501 million) at a A$2,900/oz gold price;
• Pre-tax IRR of 40.5% (post-tax 37.7%) with an 18-month payback period from first production;
• Undiscounted Life of Mine revenue of A$3.3 billion, with pre-tax net cashflow of A$1.3 billion;
• Life of Mine AISC of A$1,534/oz gold, and AIC of A$1,820/oz gold;
• Total pre-production capital of A$326 million for mine development, gold plant and infrastructure EPCM costs, first fills and
critical spares;
• Total gold production of 1.14 Moz over a 12-year mine-life from low-strip open-pit mining of >97% Measured and Indicated
Mineral Resources; and
• Average annual gold production of approximately 95 koz delivered via conventional carbon-in-leach processing at an average
90.1% gold recovery.
Annual and Cumulative Gold Production and Net Free Cashflow (expressed in A$)
LOM Financial Metrics
A$M
A$/oz Au
US$/oz Au
Project Revenue (incl. silver credits)
3,312
2,908
1,948
Transport and Refining
11
9
6
Mining Costs (ex. sustaining capital)
623
547
367
Processing Costs (inc. processing G&A)
706
620
416
General and Administration
233
205
137
Sustaining Capital
58
51
34
Corporate Costs
42
37
25
Royalties (at 2.5%)
83
72
49
Silver credit
-10
-8
-6
Project AISC
1,747
1,534
1,028
6
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
Capital
A$M
US$M
Pre-production6
326
218
Sustaining
58
39
LOM capital
384
257
Project Returns (unleveraged and pre-tax unless stated otherwise)
Unit
A$
US$
NPV8%
$M
625
419
IRR
%
40.5%
Payback period
Years
1.5
NPV8% (post-tax)
$M
501
336
IRR (post-tax)
%
37.7%
NPV/Pre-production capital
ratio
1.9:1
Included in the Study, were lessons learned from previous construction activities and subsequent work that aimed to reduce
overall Project footprint, environmental impact, execution risk, and to simplify infrastructure locations for future development.
Study site layout incorporating Project layout changes
6
Excludes balance of community relocation which is expected to be completed prior to commencement of Project development.
7
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
Project Development Planning for 2025
Following completion of the Study, a significant body of planning work was completed to support the proposed work program
to deliver a DFS by the end of CY 2025. Gold processing plant construction industry leaders GR Engineering Services (GRES)
have been re-engaged to deliver an updated DFS and to re-start the Front End Engineering and Design (FEED) phase. A detailed
schedule has been developed to ensure delivery of an updated DFS by the end of CY 2025.
The aim of the DFS is to finalise the various operational parameters, optimise the process plant and infrastructure design, and to
provide essential validation for the technical, economic, and operational feasibility of the Project.
The current spot gold price of A$4,702/oz7 is approximately 62% higher than the gold price used to inform the Study financial model
of A$2,900/oz. This significant increase in gold price will allow the team to re-evaluate Project design and engineer throughput
flexibility to maximise Project returns.
Existing advanced studies continue to be leveraged to finalise outstanding Project technical design work including, but not limited
to wharf, camp, tailings management, plant location and throughput rates, pit optimisation and design, road, and transport
infrastructure.
The planned DFS is to be informed by any new mineral resources identified prior to the DFS, and conversion of existing mineral
resources to higher confidence categories, along with updated technical studies (including completion of any metallurgical test
work relating to any new mineral resources).
A restatement of ore reserves is also intended to be delivered along with geotechnical assessments of ground conditions at key
infrastructure locations, and the Kulumadau and Busai mining areas.
The Company continues to work with its Environmental Consultants, Erias Group Pty Ltd, to advance the technical studies required
to support the updated environmental approvals for the Project as envisaged in the Study, including up to a 3.5 Mtpa throughput
rate to allow for flexibility when finalising process plant engineering work. The updated Environmental Assessment Report (EAR)
is proceeding on schedule and expected to be submitted during the first half of CY 2025.
7
https://www.abcbullion.com.au/products-pricing/gold taken 4 March 2025
8
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
WOODLARK MINERAL RESOURCE UPDATE
The Company reported an increase in Mineral Resources at the Project in August 20248, with the total Woodlark Mineral Resource
now standing at 1.67 Moz gold, an increase of 103,000 oz, comprising 48.3 Mt at 1.07 g/t Au for 1.67 Moz Au, with 87.6% in the
higher-confidence Measured and Indicated categories.
The increase stems from the compilation and interpretation of historic drilling at two surface satellite gold deposits, Great
Northern and Wayai Creek (MREs). Both are hosted within existing mineralised camps; Great Northern to the northeast of the
Kulumadau MRE, and Wayai Creek southwest of the Woodlark King MRE.
The MREs were estimated on behalf of the Company by independent consultants, Manna Hill Geoconsulting Pty Ltd (MHGEO), and
reported in accordance with the JORC Code (2012)9 using a lower cutoff of 0.4 g/t Au:
Mining Centre
Deposit
Category
(>0.4g/t lower cut)
2024 New Mineral Resources
Tonnes
(Million)
Grade
(g/t Au)
Ounces
(Thousand)
Great Northern
Kulumadau
Inferred
0.75
1.53
37
Wayai Creek
Woodlark King
Inferred
1.97
1.04
66
Total
2.72
1.18
103
MREs at Great Northern and Wayai Creek reported by JORC classification and estimated using a cutoff grade of 0.4 g/t Au which is consistent with the assumed
open-cut mining method
All the Project mineral resources are broadly associated with outcropping volcanics and contained within the boundaries of
ML508.
WOODLARK EXPLORATION
During the reporting period, the Company engaged expert consultants, Intrepid Geophysics and SensOre, to assist with improving
targeting methodology in areas below surface cover, and to improve the understanding of existing prospective target areas near
to known mineralisation where surface geochemistry is ineffective due to transported material.
A number of high-resolution sub-surface magnetic targets in outcropping volcanics below recent cover have been identified and
these will be prioritised for follow-up work. The top 10% comprising 38 targets will continue to be assessed in Q1 2025 and ranked
for field work follow-up and drill-testing. Approximately 5,000 m of drilling has been included in proposed exploration drilling
schedule for this purpose.
An independent assessment of porphyry Cu-Au potential at Woodlark was commissioned during the reporting period and is well
advanced. A host of features and potential targets have been identified over the Woodlark central horst block. Most are untested
and have little to no drilling.
8
Refer to ASX announcement 13 August 2024 “Mineral Resource increased to 1.67 Moz”.
9
Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. The JORC Code, 2012 Edition. Prepared by: The
Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals
Council of Australia (JORC).
9
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
Location of the key deposits at Woodlark and outcropping volcanics - ML508 shown in bold outline
Exploration Planning for 2025
Drill planning is well advanced for the testing of high-priority exploration
targets with significant potential to delineate additional economic gold
mineralisation.
A comprehensive near-mine and regional exploration drill program
comprising approximately 5,000 m of trenching and approximately
30,000 m of reverse circulation (RC) and diamond drilling is scheduled
to commence in 2025. The Company has been working with the drilling
contractor to finalise equipment, consumables, and maintenance schedules
to allow RC and Diamond drilling to start in May 2025. It is expected that
one RC and one diamond rig will be mobilised initially to work in tandem,
with the opportunity for a second diamond rig in July/August 2025.
Drill planning is being refined as additional targeting information continues
to be collated and interpreted from field work completed ahead of drilling. In total, 174 drill collars have so far been planned in a
staged approach.
10
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
The exploration program is to be broadly split into three categories; exploration targets, targets with potential for new mineral
resources, and resource development drilling. The sequence of drilling, will prioritise those areas such as Little Mackenzie where
the targets are well-defined, have good access, and a high degree of confidence in potential for mineralisation, over more regional
exploration.
Drill planning diagram
To access the new planned exploration areas, approximately 20 km of road and track will need to be upgraded and approximately
5 km of trenching will be excavated to better define the surface expression of mineralisation prior to drill-testing.
The Company has engaged a PNG based earthmoving contractor to hire the required equipment including a D65 LGP dozer, two
20 tonne excavators, two 10 tonne tipper trucks and support vehicles. This equipment is scheduled to arrive on site in March 2025
in advance of the drilling, which is planned to commence in May 2025.
To improve assay turnround time, sample security and transport costs, the majority of sample preparation will take place on
Woodlark Island. The on-site sample processing and storage facilities are being upgraded by Intertek to ensure the facility is
capable of handling the increased volume of samples prior to being sent off-site for gold analysis in Lae (PNG), and multi-element
analysis in Australia.
11
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
COMMUNITY RELOCATION PROGRAM
The community relocation construction program provides a Community Employment opportunity and focusses on bettering the
living standards and community facilities on Woodlark Island.
Construction activities continued during the reporting period, with a total of 15 new buildings completed. As at 31 December 2024
the total completed buildings stood at 182 including a school, 2 churches, a community health clinic and 10 trade stores. This
represents approximately 73% of the Company’s commitment to the Community in regard to rehousing and resettlement prior to
any development activities.
Building Classification
Opening
1-Jan-24
Completed
during period
Closing
31-Dec-24
Overall Program
Completion %
Community Housing
145
13
158
71%
Other Community Buildings
22
2
24
92%
Total
167
15
182
73%
The ‘self-perform’ approach continued to deliver cost reductions, high quality construction outcomes and a sustained level of
commitment from the local workforce. Completing the Company’s obligations to re-house and resettle the Community prior to
development activities around the Kulumadau mining area continues to de-risk the Project.
Relocation house completed during the reporting period
12
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
OCCUPATIONAL HEALTH AND SAFETY
During the reporting period ended 31 December 2024, there were no lost time injuries (LTIs) recorded. As at 31 December 2024
the Company was 53 months, or 1,604 days LTI free.
COMMUNITY AND SOCIAL RESPONSIBILITY
The Company continues to work with the local community and Provincial
Health Authority to provide broader health awareness, education, and
vaccinations when required. Ongoing support also includes medical
assistance, education facilities, logistics and health care services, along with
employment and training opportunities, particularly with the expected ramp-
up in activities. Community relocation activities are ongoing successfully on
a self-perform basis.
During the reporting period, the Company handed over the Bawon
Community Clinic which was part of the community relocation program. The
Bawon Community Clinic has since opened and commenced operation, with
the Company’s clinic staff providing support for 2 days per week. The local
community turned out in large numbers to celebrate the opening of the clinic.
The quality of the Company’s social programs has been recognised by key
PNG government stakeholders, including the Mineral Resources Authority
(MRA), which is the government agency responsible for key elements of
ongoing project tenure.
ENVIRONMENTAL AND APPROVALS
No environmental incidents were reported. Routine environmental monitoring of the creeks and the receiving bays continued as
required.
No formal feedback was received from the Company’s application to the PNG Mineral Resources Authority, to extend ML508
Condition 7(ii). The Company continues to follow-up and otherwise the lease remains in good standing. Company representatives
met with the PNG Minister for Mining, Hon Wake Goi, in early December 2024 at the PNG resources and mining conference to
provide an update in relation to the Project.
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. This is expected to be completed in 2025.
Fijian Gold Projects, Fiji
All licences have been relinquished.
13
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
CORPORATE
Placement to Mr Chi
In April 2024, the Company entered into a subscription agreement with a new strategic investor, Mr Jingtao Chi, whereby Mr Chi
would subscribe for two tranches of shares to obtain up to 19.99% of the voting shares in the Company (JTC Placement).
Proceeds of $1.9 million were received in May 2024 from the issue of the first tranche of shares to Mr Chi in accordance with the
terms of the JTC Subscription Agreement (JTC Tranche 1 Shares).
Ongoing delays in obtaining the overseas regulatory approvals for the issue of the second tranche of shares under the JTC
Subscription Agreement resulted in the terms of the JTC Subscription Agreement being unable to be achieved as a practical
matter and not appropriate for the parties’ needs. As such, in August 2024, Mr Chi and the Company mutually agreed to terminate
the JTC Subscription Agreement.
Placement to Lingbao Gold International Company Ltd (Lingbao)
In August 2024, the Company announced that it had received a firm commitment from new strategic investor, Lingbao, for an
approximate $2.9 million share placement at 2.1c per share (Lingbao Placement)10.
Lingbao is an integrated gold mining enterprise located in the People’s Republic of China, engaged primarily in gold mining,
smelting, and refining at five major mining production bases, and one smelting and processing enterprise. Lingbao are focusing
on increasing production scale, through exploration and expansion, and aim to continue to acquire gold resources with potential.
Bond Conversion
In parallel with the Lingbao Placement, the Company received commitments from 2Invest AG and Deutsche Balaton AG, members
of existing substantial shareholder the Deutsche Balaton Group, to apply monies owing under certain bearer bonds, including
outstanding fees and interest (together totalling approximately $2.8 million), to subscribe for shares in the Company at the same
price as the Lingbao Placement, to maintain its relevant interest of 37.2% (Bond Conversion).
The Company obtained shareholder approval for the Bond Conversion at the Extraordinary General Meeting held on 15 October
2024. On 17 October 2024, a portion of the bonds (including outstanding fees and interest) was converted into Geopacific fully paid
ordinary shares reducing the bond facility balance:
Bondholder
Conversion Amount
A$’million
Shares Issued
# GPR ordinary shares
Deutsche Balaton
$1.12
53,382,585
2Invest
$1.70
80,882,979
Total
$2.82
134,265,564
10
Refer to ASX Announcement 26 August 2024 “New Strategic Investment by Lingbao Gold”.
14
2024 ANNUAL REPORT
REVIEW OF OPERATIONS
Bond Maturity Extensions
In March 2024, the maturity date of the short-term bearer bonds on issue to Deutsche Balaton AG and 2Invest AG was extended, in
exchange for a 4% prolongation fee payable at maturity11. The extension resulted in a deferral of the bearer bond repayment from
29 March 2024, to on or before 30 September 2024.
In September 2024, the maturity date was further extended in exchange for a 4% prolongation fee payable at maturity12. This
extension deferred the repayment date from 30 September 2024, to on or before 31 March 2025. Bearer bonds that were fully
converted as a result of the Deutsche Balaton Bond Conversion and the 2Invest Bond Conversion did not attract the 4% prolongation
fee.
Following receipt of the Entitlement Offer proceeds, on 24 January 2025 the Company paid a total of $3.21 million (including fees
and interest) to Deutsche Balaton AG and 2Invest AG to fully discharge the remaining Bonds on issue.
FINANCIAL REVIEW
Metric
2020
2021
2022
2023
2024
Net Loss After Tax ($)
(4,567,311)
(61,318,686)
(71,954,925)
(10,853,295)
(9,006,377)
Loss Per Share (cents)
(2.59)
(12.67)
(13.85)
(1.49)
(0.94)
Cash and Cash Equivalents ($)
34,639,855
67,470,477
5,738,772
2,145,015
1,790,179
Exploration and Evaluation Asset
Additions (excluding transfers) ($)
65,098
36,097
3,722,221
283,437
605,992
Mine Properties Under Development
Additions (excluding transfers) ($)
11,688,121
23,230,220
17,586,089
2,350,742
1,279,945
Total Assets ($)
85,690,886
176,265,685
85,162,416
76,713,265
76,309,123
Net Assets ($)
78,500,958
141,367,250
78,505,482
69,101,797
69,509,917
The Group recorded a net loss after tax for the year ended 31 December 2024 of $9,006,377 (2023: $10,853,295).
At 31 December 2024, the Group’s total assets were $76,309,123 (2023: $76,713,265) and net assets were $69,509,917 (2023:
$69,101,797). The decrease in the Group’s total assets relates primarily to the recovery of PNG GST refunds during the reporting
period which was partially offset by expenditure on the Woodlark Project Studies, the Community Relocation Program, and various
exploration work programs during the year.
As at 31 December 2024, the Group held cash and cash equivalents of $1,790,179 (2023: $2,145,015). Subsequent to balance date,
the Company received cash inflows of approximately $40 million (before costs) from the Entitlement Offer. Cash on hand at 14
March 2025 had increased to $34.6 million.
11
Refer to ASX announcement 28 March 2024 “Bond Repayment Deferred to 30 September 2024”.
12
Refer to ASX announcement 9 September 2024 “Bond Repayment Deferred to 31 March 2025”.
15
2024 ANNUAL REPORT
MINERAL RESOURCES
Woodlark Global Mineral Resources
In August 2024, a Mineral Resource Update was released by the Company. Refer to the Company’s ASX Announcement dated 13
August 2024 titled ‘Mineral Resource increased to 1.67 Moz’ for details.
As at 31 December 2024, the Woodlark Mineral Resource was 48.28 Mt @ 1.07 g/t Au for 1.67 Moz of gold.
Category
(>0.4g/t lower cut)
Tonnes
(Mt)
Grade
(g/t Au)
Ounces
(Koz)
Measured
2.25
3.00
217
Indicated
39.44
0.98
1,241
Inferred
6.49
0.98
205
Total
48.28
1.07
1,663
Competent Person’s Statement
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 report 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.
Forward Looking Statements
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.
16
2024 ANNUAL 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
2024, 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
Graham Ascough
Non-Executive Chairman
Appointed: 7 November 2023
B. Sc (Engineering)
PGeo
Member of the AusIMM
Mr Ascough is a senior resources executive and geophysicist with a strong track
record of discovery and more than 30 years of industry experience. He has held
various senior management positions and directorships, taking a leading role in
setting the strategic direction to develop and finance exploration projects and junior
mining companies.
Mr Ascough is currently the Non-Executive Chairman of Black Canyon Limited and a
Non-Executive Director of Patronus Resources Limited.
During the past three years, Mr Ascough also served as Chairman of Musgrave
Minerals Ltd acquired by Ramelius Resources in 2023 (resigned 29 September
2023), PNX Metals Limited (merged with Patronus Resources Limited in September
2024) and Sunstone Metals Ltd (resigned in September 2024).
Mr Ascough held an indirect interest in 2,690,000 ordinary shares in the Company
as at the date of this report.
Hamish Bohannan
Non-Executive Director
Appointed: 7 November 2023
B. Sc (Engineering)
M. Sc (Engineering)
MBA
Mr Bohannan is a mining engineer with extensive corporate and operational
experience in public companies both in Australia and overseas. Mr Bohannan has
built a career developing exciting projects around the world and has a reputation for
maintaining high standards in community liaison and environmental excellence and
developing a strong safety culture.
Mr Bohannan is currently the Managing Director and CEO of Gulf Manganese
Corporation Limited (in Administration), having previously worked with Bathurst,
IAMGOLD Corporation, Iluka, WMC, Cyprus and Mount Isa Mines.
Mr Bohannan did not hold any other directorships in listed companies in the past
three years.
Mr Bohannan held no interest in shares in the Company as at the date of this report.
Michael Brook
Non-Executive Director
Appointed: 7 July 2022
B. Sc (Hons)
Member of the AusIMM
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.
Mr Brook is currently a Non-Executive Director of Vital Metals Limited.
Mr Brook did not hold any other directorships in listed companies in the past three
years.
Mr Brook held an indirect interest in 238,095 ordinary shares in the Company as at
the date of this report.
17
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Position Held & Qualification
Experience, Special Responsibilities & Other Directorships
Rowan Johnston
Non-Executive Director
Appointed: 7 November 2023
B. Sc (Mining Engineering)
Mr Johnston is an experienced corporate executive with track record of adding value
from discovery to production and working with challenging assets. Mr Johnston is
a qualified mining engineer from Western Australian School of Mines and holds a
first-class ticket Mine Manager’s Certificate with international experience including
in France, Africa, Indonesia and Australia.
Extensive mining experience includes previous executive and Board positions with
Integra Mining Limited, Mutiny Gold Limited, Excelsior Gold Limited and Bardoc Gold
Limited.
Mr Johnston is currently the Non-Executive Chairman of Patronus Resources
Limited (formerly KIN Mining NL).
During the past three years, Mr Johnston also served as Non-Executive Chairman
of Spartan Resources Limited (formerly Gascoyne Resources Limited) and Wiluna
Mining Corporation Limited (in Administration) and Non-Executive Director of PNX
Metals Limited.
Mr Johnston held no interest in shares in the Company as at the date of this report.
Hansjoerg Plaggemars
Non-Executive Director
Appointed: 7 July 2022
Diplom-Kaufmann
(Business graduate)
Mr Plaggemars is an experienced company director with over 25 years of experience
in corporate finance, corporate strategy and governance.
Mr Plaggemars has served on the Boards of various listed and unlisted companies,
in a diverse range of industries including mining, agriculture, shipping, construction,
e-commerce, software and investments.
Mr Plaggemars is currently a Non-Executive Director of Altech Batteries Limited,
Patronus Resources Limited (formerly KIN Mining NL), Wiluna Mining Corporation
Limited (in Administration) and AIM-listed entity, 4basebio plc and a Management
Board member of Altech Advanced Minerals AG, Epigenomics AG, Heidelberger
Beteiligungsholding AG, 2Invest AG and Delphi Unternehmenberatung (Delphi), as
well as a supervisory board member of Biofrontera 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, PNX Metals Limited, Azure Minerals Limited
and Spartan Resources Limited (formerly Gascoyne Resources Limited).
Mr Plaggemars is a representative of major shareholder Deutsche Balaton Group
and has an indirect interest in 339,685,707 ordinary shares in the Company as at the
date of this report.
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 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.
Mr Smith is a Chartered Accountant with relevant industry experience leading 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 is not currently a director of any other public company and did not hold
any other directorships in the past three years.
Mr Smith held a direct interest in 1,170,789 ordinary shares in the Company as at
the date of this report.
18
2024 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 2024, 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 (2023: 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 as at 31 December 2024 and due
consideration has been given to events that have occurred subsequent to 31 December 2024 that provide evidence of
conditions that existed at the end of the reporting period.
In December 2024, the Company announced a renounceable pro-rata Entitlement Offer on the basis of 1.69 new ordinary
fully paid shares for every 1 share held, at an offer price of $0.02 per share to raise approximately $40 million (before
costs). The Offer closed in January 2025 and was strongly supported by existing shareholders, with subscriptions
of $20,344,255.98 received. The shortfall of $19.6 million was allocated by the Underwriter in accordance with an
Underwriting Agreement and to VS Capital in accordance with a Shortfall Commitment Agreement. The total gross
proceeds of $40 million were received on 24 January 2025.
Following receipt of the Offer proceeds, on 24 January 2025 the Company paid a total of $3.21 million (including fees and
interest) to Deutsche Balaton AG and 2Invest AG to fully discharge the remaining Bonds on issue.
Other than the matter discussed above, no other matters or circumstances have 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.
19
2024 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:
Direct
Indirect
Name
Shares
Rights
Shares
Rights
G Ascough
-
-
2,690,000
10,000,000
H Bohannan
-
-
-
8,000,000
M Brook
-
8,000,000
238,095
-
R Johnston
-
8,000,000
-
-
H Plaggemars
-
-
339,685,7071
8,000,000
1
338,069,826 shares were held indirectly through 2Invest AG where H Plaggemars is a Managing Director with sole signatory rights but not the
beneficial owner, and 1,615,881 shares were held indirectly through KiCo Invest GmbH where H Plaggemars is the Managing Director and 50%
beneficial owner.
8.
DIRECTORS’ MEETINGS
The number of Directors’ meetings and the number of meetings attended by each of the Directors of the Company during
the financial year are set out below:
Directors Meetings
Name
Attended*
Eligible to Attend
G Ascough
8
8
H Bohannan
8
8
M Brook
8
8
R Johnston
7
8
H Plaggemars
8
8
*
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.
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.
20
2024 ANNUAL REPORT
DIRECTORS’ REPORT
10.
ENVIRONMENTAL REGULATIONS
Entities in the Group are subject to normal environmental regulations in areas of operations in PNG and Cambodia.
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 3,118,874 Options over unissued shares unexercised at 31 December 2024 (2023: 3,118,874). During the
2024 reporting period, the Company did not issue any Options or shares on the exercise of unlisted Options. Since the
end of the 2024 reporting period and up to the date of this report, no Options have been cancelled or exercised.
Details of 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
$62.50
Not later than 5-years after defining a JORC ore reserve of
over 200,000oz Au on the Faddy’s Gold Deposit
8,000
$125.00
Not later than 10-years after defining a JORC ore reserve of
over 1,000,000oz Au on the Faddy’s Gold Deposit
376,546
$0.93
21 August 2024*
2,702,328
$0.32
29 September 2026
*
Options have lapsed, but cancellation has not been processed at the date of this report.
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 (SARs)
There were 407,016 SARs over unissued shares unexercised at 31 December 2024 (2023: 407,016). During the 2024
reporting period, the Company did not issue any SARs or shares on the exercise of SARs. Since the end of the 2024
reporting period and up to the date of this report, no SARs have been cancelled or exercised.
Details of SARs over unissued shares in the Company as at the date of this report are presented in the following table:
SARs on Issue
Theoretical Exercise Price
Expiry Date
407,016
$0.59
21 August 2024*
*
Share appreciation rights have lapsed, but cancellation has not been processed at the date of this report.
13.
SHARE PERFORMANCE RIGHTS (SPRs)
There were 129,412,442 SPRs over unissued shares unexercised at 31 December 2024 (2023: 53,512,442). During the
2024 reporting period, the Company issued 75,900,000 SPRs, including 42,000,000 SPRs issued to Directors following
shareholder approval obtained at the Company’s annual general meeting on 31 May 2024. No new shares were issued
in relation to the vesting of SPRs on issue. Since the end of the 2024 reporting period and up to the date of this report,
no SPRs 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:
SPRs on Issue
Exercise Price
Expiry Date
3,112,442
$0.00
31 March 2024*
84,300,000
$0.00
16 November 2027
42,000,000
$0.00
31 May 2028
*
Share performance rights have lapsed, but cancellation has not been processed at the date of this report.
21
2024 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 2024 is set out on page 36.
17.
AUDITOR
The Company’s auditor is Ernst & Young. The Company 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 did not pay any insurance premium in respect of Ernst & Young or a body
corporate related to Ernst & Young.
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 nonrelated audit firms:
Audit Services
Consolidated
2024
2023
$
$
Ernst & Young
Audit and review of the financial report for Geopacific and its controlled
subsidiaries and other audit work under the Corporations Act 2001
195,546
182,425
18.
NON-AUDIT SERVICES
There were no non-audit services provided by the auditor during the period of this report.
22
2024 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:
Directors
Executives
Graham Ascough
Non-Executive Chairman
James Fox
Chief Executive Officer
Hamish Bohannan
Non-Executive Director
Matthew Smith
Chief Financial Officer,
Company Secretary
Michael Brook
Non-Executive Director
Rowan Johnston
Non-Executive Director
Hansjoerg Plaggemars
Non-Executive Director
There were no changes to KMP 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 addressed by the full Board. 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.
Remuneration Consultants
During the 2024 and 2023 reporting periods, the Company did not employ the services of a remuneration consultant to
provide recommendations as defined in section 9B of the Corporations Act 2001.
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.
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.
23
2024 ANNUAL REPORT
DIRECTORS’ REPORT
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:
Measure
2020
2021
2022
2023
2024
Loss Per Share (cents)
2.59
12.67
13.85
1.49
0.94
Year-end share price ($)
0.43
0.21*
0.035
0.02
0.02
Market capitalisation ($ million)
94.1
109.0
18.2
16.4
23.7
Total KMP remuneration ($)
3,012,188
2,543,732
1,618,011
1,122,710
1,748,770
*
Share price at 14 December 2021 prior to voluntary suspension on ASX.
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 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 at-risk
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 STIs and LTIs designed to
provide an “at-risk” reward in a manner which aligns with the creation of sustained shareholder value. The STIs and
LTIs 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 STIs and LTIs 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 31 May 2022.
A high-level summary of the Company’s remuneration framework is set out in the table below:
Remuneration Element
Status in the 2024
Reporting Period
Fixed
Remuneration linked to market rate of the role.
Normal
Variable
Short Term Incentive (STI)
At risk remuneration for delivering against key performance indicators.
Designed to drive personal and Company performance.
Not operational
No STI paid
Long Term Incentive (LTI)
At risk remuneration for the creation of value for shareholders.
Directly linked to outcomes that will drive shareholder returns.
Operational
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.
24
2024 ANNUAL REPORT
DIRECTORS’ REPORT
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 2023 and 2024 financial years and the Company intends to reinstate the STI Plan in the 2025
reporting period.
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. Corporate and individual targets are established by reference to the Company’s
strategy. The weightings to corporate and individual based targets are then determined. 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 maintains discretion on whether to pay the STI in any given year, irrespective of whether the Company and
personal STI targets are achieved. During the 2024 reporting period, no STI was awarded.
Securities Incentive Plan - Long Term Incentive
The Company’s LTI Plan is designed to provide at risk remuneration aligned with the creation of value for shareholders,
directly linked to outcomes that are expected to 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 involves the granting of SPRs which vest upon achievement of performance measures over a specified
period. The SPRs carry no dividend or voting rights. On vesting, each SPR 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 SPRs 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 SPRs. The Company may also recover damages from vested SPRs held by or for the benefit of
the individual.
25
2024 ANNUAL REPORT
DIRECTORS’ REPORT
There were no SPRs issued to Other KMP during the 2024 reporting period. Operation of the LTI Plan recommenced
during the 2023 reporting period and SPRs were issued to Other KMP with the following performance conditions:
Class
Performance Conditions
A
Respective tranches to vest upon the following milestone condition and on completion of 12, 24 and 36
months service:
a) a change of control of Geopacific occurring achieving a share price of at least A$0.025 per share. A change
of control shall be deemed to have occurred when a person acquires a relevant interest in 50% of the
Company or a 50% interest in the Project via Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share price of at least
A$0.025 per share for a period of 30 consecutive trading days during the first 36 months from the Grant
Date.
B
Respective tranches to vest upon the following milestone condition and on completion of 12, 24 and 36
months service:
a) change of control of Geopacific occurring achieving a share price of at least A$0.05 per share. A change
of control shall be deemed to have occurred when a person acquires a relevant interest in 50% of the
Company or a 50% interest in the Project via Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share price of at least
A$0.05 per share for a period of 30 consecutive trading days during the first 36 months from the Grant
Date.
C
Respective tranches to vest upon the following milestone condition and on completion of 12, 24 and 36
months service:
a) an announcement by the Company of a total combined Mineral Resource Estimate (JORC compliant)
that is 50% greater (in terms of contained gold, or gold equivalent ounces at consensus metals prices
and using metallurgical recoveries (if required) agreed with the Competent Person at the time) than the
Woodlark Mineral Resource Update announced to the ASX on 14 September 2023 of 1.56 million ounces
of gold(i).
D
Receipt of all required Government approvals to implement the revised infrastructure design resulting from
the 2023 Work Program(i).
(i)
The relevant LTI Plan participant must still be employed prior to the change of control event.
26
2024 ANNUAL REPORT
DIRECTORS’ REPORT
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 (2023: $600,000) in
aggregate as agreed at the 2021 AGM.
A Director may also be paid fees or other amounts if special duties are performed outside the scope of their normal
duties. During the 2024 reporting period, no fees of this nature were paid.
A Director may also be reimbursed for out-of-pocket expenses incurred as a result of their directorship or any special
duties.
Directors are eligible to participate in the long-term incentive schemes offered by the Company, subject to shareholder
approval. During the 2023 Reporting Period, the Company agreed to issue SPRs to Directors subject to shareholder
approval which was obtained at the Company’s annual general meeting on 31 May 2024. The SPRs issued to Directors
are subject to the following performance conditions:
Class
Performance Conditions
A
Respective tranches to vest upon the following milestone condition and on completion of 12, 24 and 36
months service:
a) a change of control of Geopacific occurring achieving a share price of at least A$0.025 per share. A change
of control shall be deemed to have occurred when a person acquires a relevant interest in 50% of the
Company or a 50% interest in the Project via Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share price of at least
A$0.025 per share for a period of 30 consecutive trading days during the first 36 months from the Grant
Date.
B
Respective tranches to vest upon the following milestone condition and on completion of 12, 24 and 36
months service:
a) a change of control of Geopacific occurring achieving a share price of at least A$0.05 per share. A change
of control shall be deemed to have occurred when a person acquires a relevant interest in 50% of the
Company or a 50% interest in the Project via Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share price of at least
A$0.05 per share for a period of 30 consecutive trading days during the first 36 months from the Grant
Date.
(i)
The relevant LTI Plan participant must still be employed prior to the change of control event.
27
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Details of Remuneration
The tables below set of the details of the remuneration of the Group’s KMP, as required by Section 308(3C) of the Corporations Act 2001.
2024
Short Term Benefits
Post
Employment
Benefits
Share-
Based
Payments
Long
Term
Benefits
Total
Performance
Related
Member of KMP
Salaries
& Fees
$
Annual
Leave
$
Bonus
$
Non-
Monetary
Benefits
$
Consulting
Fees
$
Super-
annuation
$
Options &
Rights
$
Long
Service
Leave
$
$
%
Non-Executive Directors
G Ascough
88,000
-
-
-
-
-
61,661(i)
-
149,661
41
H Bohannan
60,000
-
-
-
-
6,754
49,330(i)
-
116,084
42
M Brook
60,000
-
-
-
-
6,754
49,330(i)
-
116,084
42
R Johnston
62,574
-
-
-
-
4,180
49,330(i)
-
116,084
42
H Plaggemars
60,000
-
-
-
-
-
49,330(i)
-
109,330
45
Sub Total
330,574
-
-
-
-
17,688
258,981
-
607,243
Other KMP
J Fox
390,729
10,450
-
-
-
26,458
158,491
827
586,955
27
M Smith
360,625
13,856
-
1,212
-
28,750
143,264
6,865
554,572
26
Sub Total
751,354
24,306
-
1,212
-
55,208
301,755
7,692
1,141,527
TOTAL
1,081,928
24,306
-
1,212
-
72,896
560,736
7,692
1,748,770
(i)
The Company agreed to issue 42,000,000 SPRs to the Directors during the 2023 reporting period. The SPRs were issued in 2024 following shareholder approval, which was obtained at the Company’s annual
general meeting on 31 May 2024. As required by AASB 2 Share-Based Payments, the fair value of the SPRs was revised at the grant date of 31 May 2024. Includes an adjustment for the amount recognised in the
previous reporting period relating to the valuation true up following grant of the SPRs in May 2024.
28
2024 ANNUAL REPORT
DIRECTORS’ REPORT
2023
Short Term Benefits
Post
Employment
Benefits
Share-
Based
Payments
Long
Term
Benefits
Total
Performance
Related
Member of KMP
Salaries &
Fees
$
Annual
Leave
$
Bonus
$
Non-
Monetary
Benefits
$
Consulting
Fees
$
Super-
annuation
$
Options &
Rights
$
Long
Service
Leave
$
$
%
Non-Executive Directors
G Ascough(i)
14,667
-
-
-
-
-
9,361(viii)
-
24,028
39
H Bohannan(i)
9,091
-
-
-
-
1,000
7,489(viii)
-
17,580
43
M Brook
51,515
-
-
-
-
5,542
7,489(viii)
-
64,546
12
R Johnston(i)
9,091
-
-
-
-
1,000
7,489(viii)
-
17,580
43
H Plaggemars
51,515
-
-
-
-
-
7,489(viii)
-
59,004
13
A Bantock(ii)
79,694
-
-
-
19,573
-
-
-
99,267
-
R Clayton(ii)
42,614
-
-
-
-
4,604
-
-
47,218
-
Sub Total
258,187
-
-
-
19,573
12,146
39,317
-
329,223
Executive Directors
M Brook(iii)
85,500
-
-
-
-
9,300
-
-
94,800
-
R Clayton(iv)
81,886
5,048
-
-
-
8,700
-
-
95,634
-
Sub Total
167,386
5,048
-
-
-
18,000
-
-
190,434
Other KMP
J Fox(v)
48,594
3,738
-
-
-
3,438
19,486
-
75,256
26
M Smith(vi)
375,931
18,088
50,000
1,054
-
26,250
47,997
8,477
527,797
9
T Richards(vii)
-
-
-
-
-
-
-
-
-
-
Sub Total
424,525
21,826
50,000
1,054
-
29,688
67,483
8,477
603,053
TOTAL
850,098
26,874
50,000
1,054
19,573
59,834
106,800
8,477
1,122,710
(i)
G Ascough, H Bohannan and R Johnston were appointed on 7 November 2023.
(ii)
A Bantock and R Clayton resigned on 7 November 2023.
(iii)
M Brook worked in an executive capacity from 17 April to 15 November 2023.
(iv)
R Clayton acted as Interim CEO and Director from 5 December 2022 to 14 April 2023.
(v)
J Fox was appointed on 16 November 2023.
(vi)
M Smith acted as the Interim CEO from 17 April to 15 November 2023.
(vii)
T Richards resigned on 1 January 2023.
(viii) The share-based payments value attributed to Non-Executive Directors relates to SPRs issued during the 2024 reporting period. At 31 December 2023, the issue of SPRs to Directors remained subject to
shareholder approval. The fair value of the SPRs was estimated based on a nominal valuation date of 31 December 2023 and has been revised following the grant date on 31 May 2024 in accordance with the
requirements of AASB 2 Share-Based Payments.
29
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Service Agreements
Set out below is a summary of the key terms of the Director and other KMP contracts with the Company:
Name
Role
Remuneration
Notice Period
Other
Directors
Graham Ascough
Non-Executive
Chairman
Directors fee of $88,800 per annum.
No notice
period
Eligible to
participate
in the long-
term incentive
schemes
offered by
the Company,
subject to
shareholder
approval
Hamish Bohannan
Non-Executive
Director
Directors fee of $60,000 per annum.
Statutory superannuation contributions.
Michael Brook
Non-Executive
Director
Directors fee of $60,000 per annum.
Statutory superannuation contributions.
Rowan Johnston
Non-Executive
Director
Directors fee of $60,000 per annum.
Statutory superannuation contributions.
Hansjoerg Plaggemars
Non-Executive
Director
Directors fee of $60,000 per annum.
Other KMP
James Fox
Chief Executive
Officer
Base salary of $375,000 per annum.
Statutory superannuation contributions.
6 months
Eligible to
participate
in the STI
and LTI plans
offered by the
Company
Matthew Smith
Chief Financial
Officer &
Company
Secretary
Base salary of $350,000 per annum.
Statutory superannuation contributions.
Life insurance policy.
2 months
Short Term Incentives
No STI was awarded during the 2024 reporting period.
Long Term Incentives – Share Based Compensation
Share Performance Rights (SPRs)
No SPRs were granted during the 2024 reporting period to the Directors of the Company and other KMP of the Group.
The following table outlines the SPRs granted, vested or lapsed during the 2024 reporting period to the Directors of the
Company and other KMP of the Group.
Director
of Other
KMP
Granted,
Vested or
Lapsed
Grant date
Fair
value
at grant
date
$/SPR
Value
at grant
date
$
Vesting
date
Exercise
price
$
Expiry date
Rights
vested/
(lapsed)
during
the year
Value
$
M Smith
Lapsed
2-Aug-21
0.335
201,000
31-Dec-23
0.00
31-Mar-24
(600,000)
-
The Company agreed to issue 42,000,000 SPRs to Directors during the 2023 reporting period. The SPRs were issued in
2024 following shareholder approval obtained at the Company’s Annual General Meeting on 31 May 2024.
30
2024 ANNUAL REPORT
DIRECTORS’ REPORT
The following table outlines the revised final terms of the SPRs granted to Directors.
2023
SPR
Class
Rights
granted
Grant date
Fair
value
per SPR
at grant
date
$
Value
of
SPRs
at
grant
date
$
Vesting
date
Exercise
price
$
Expiry
date
Rights
vested/
(lapsed)
during
the
year
Directors
G Ascough
Class A
5,000,000
31-May-24
0.023
115,000
31-May-27
0.00
31-May-28
-
Class B
5,000,000
31-May-24
0.021
105,000
31-May-27
0.00
31-May-28
-
H Bohannan
Class A
4,000,000
31-May-24
0.023
92,000
31-May-27
0.00
31-May-28
-
Class B
4,000,000
31-May-24
0.021
84,000
31-May-27
0.00
31-May-28
-
M Brook
Class A
4,000,000
31-May-24
0.023
92,000
31-May-27
0.00
31-May-28
-
Class B
4,000,000
31-May-24
0.021
84,000
31-May-27
0.00
31-May-28
-
R Johnston
Class A
4,000,000
31-May-24
0.023
92,000
31-May-27
0.00
31-May-28
-
Class B
4,000,000
31-May-24
0.021
84,000
31-May-27
0.00
31-May-28
-
H Plaggemars
Class A
4,000,000
31-May-24
0.023
92,000
31-May-27
0.00
31-May-28
-
Class B
4,000,000
31-May-24
0.021
84,000
31-May-27
0.00
31-May-28
-
As required by AASB 2 Share-Based Payments, the fair value of the SPRs was revised at grant date being the date of
shareholder approval.
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.
Name
Opening
Balance
1-Jan-24
Granted
During
the Year
Exercised
During
the Year
Lapsed/
Cancelled
During
the Year
Held
at
Resignation
Closing
Balance
31-Dec-24
Rights
Exercisable
31-Dec-24
Directors
G Ascough
10,000,000
-
-
-
-
10,000,000
-
H Bohannan
8,000,000
-
-
-
-
8,000,000
-
M Brook
8,000,000
-
-
-
-
8,000,000
-
R Johnston
8,000,000
-
-
-
-
8,000,000
-
H Plaggemars
8,000,000
-
-
-
-
8,000,000
-
Sub Total
42,000,000
-
-
-
-
42,000,000
-
Other KMP
J Fox
28,000,000
-
-
-
-
28,000,000
-
M Smith
23,000,000
-
-
(600,000)
-
22,400,000
-
Sub Total
51,000,000
-
-
(600,000)
-
50,400,000
-
Total
93,000,000
-
-
(600,000)
-
92,400,000
-
31
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Options
No Options were granted during the 2024 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 2024 reporting period to the Directors of the
Company and other KMP of the Group.
Director
or Other
KMP
Granted,
Vested or
Lapsed
Grant
date
Fair
value
at grant
date
$/option
Value
at
grant
date
$
Vesting
date
Exercise
price
$
Expiry date
Movement
Value
$
M Smith
Lapsed
11-Aug-20
0.393
45,793
11-Aug-24
0.93
21-Aug-24
(116,521)
-
Options over Ordinary Shares in the Company held during the financial year by Directors of the Company and other KMP
of the Group are set out in the table below.
Name
Opening
Balance
1-Jan-24
Granted
During
the Year
Exercised
During
the Year
Lapsed/
Cancelled During
the Year
Held
at
Resignation
Closing
Balance
31-Dec-24
Options
Exercisable
31-Dec-24
Directors
G Ascough
-
-
-
-
-
-
-
H Bohannan
-
-
-
-
-
-
-
M Brook
-
-
-
-
-
-
-
R Johnston
-
-
-
-
-
-
-
H Plaggemars
-
-
-
-
-
-
-
Sub Total
-
-
-
-
-
-
-
Other KMP
J Fox
-
-
-
-
-
-
-
M Smith
116,521
-
-
(116,521)
-
-
-
Sub Total
116,521
-
-
(116,521)
-
-
-
Total
116,521
-
-
(116,521)
-
-
-
32
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Share Appreciation Rights (SARs)
No SARs were granted during the 2024 reporting period to the Directors of the Company and other KMP of the Group.
The following table outlines the SARs vested or lapsed during the 2024 reporting period to the Directors of the Company
and other KMP of the Group.
Director
or Other
KMP
Granted,
Vested
or
Lapsed
Grant
date
Fair
value at
grant
date
$/SAR
Value
at
grant
date
$
Vesting
date
Exercise
price
$
Expiry
date
Movement
Value
$
M Smith
Lapsed
11-Aug-20
0.429
57,750
11-Aug-24
0.59
21-Aug-24
(134,616)
-
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.
Name
Opening
Balance
1-Jan-24
Granted
During
the Year
Exercised
During
the Year
Lapsed/
Cancelled During
the Year
Held
at
Resignation
Closing
Balance
31-Dec-24
Rights
Exercisable
31-Dec-24
Directors
G Ascough
-
-
-
-
-
-
-
H Bohannan
-
-
-
-
-
-
-
M Brook
-
-
-
-
-
-
-
R Johnston
-
-
-
-
-
-
-
H Plaggemars
-
-
-
-
-
-
-
Sub Total
-
-
-
-
-
-
-
Other KMP
J Fox
-
-
-
-
-
-
-
M Smith
134,616
-
-
(134,616)
-
-
-
Sub Total
134,616
-
-
(134,616)
-
-
-
Total
134,616
-
-
(134,616)
-
-
-
33
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Interest in Ordinary Shares
The following table outlines 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.
Name
Opening
Balance
1-Jan-24
Issued on
Vesting of
Options
Shares
Acquired
on Market
Net
Change
Other
Held
at
Resignation
Closing
Balance
31-Dec-24
Directors
G Ascough
-
-
1,000,000
-
-
1,000,000
H Bohannan
-
-
-
-
-
-
M Brook
-
-
-
-
-
-
R Johnston
-
-
-
-
-
-
H Plaggemars(i)
171,056,722
-
-
(44,779,508)
-
126,277,214
Sub Total
171,056,722
-
1,000,000
(44,779,508)
-
127,277,214
Other KMP
J Fox
-
-
-
-
-
-
M Smith
920,789
-
-
-
-
920,789
Sub Total
920,789
-
-
-
-
920,789
Total
171,977,511
-
1,000,000
(44,779,508)
-
128,198,003
(i)
At 31 December 2024, 125,676,515 shares were held indirectly through 2Invest AG where H Plaggemars is a Managing Director with sole signatory
rights but not the beneficial owner, and 600,699 shares were held indirectly through KiCo Invest GmbH where H Plaggemars is the Managing
Director and 50% beneficial owner. Movement during the year included 80,882,979 shares acquired pursuant to the bond conversion on 17 October
2024 and on-market sale of 125,662,487 shares by Delphi to another entity within the Balaton Group in December 2024.
34
2024 ANNUAL REPORT
DIRECTORS’ REPORT
Other Transactions with KMP and their related parties
PNX Metals Limited
PNX Metals Limited, an entity related to G Ascough, R Johnston and H Plaggemars, charged a total of $344,482 for the
provision of office space, access to technical software and the services of a Mining, Infrastructure & Project consultant
from January to September 2024 (2023: $37,230). Fees were payable on arms-length terms and at commercial rates.
At 31 December 2024, no amount was owing to PNX Metals Limited (2023: $37,230).
Patronus Resources Limited
Patronus Resources Limited, an entity related to G Ascough, R Johnston and H Plaggemars, charged a total of $10,269
for the provision of office space from October to December 2024, post completion of the merger between Patronus
Resources Limited and PNX Metals Limited (2023: nil). Fees are payable on arms-length terms and at commercial rates.
At 31 December 2024, a total of $6,846 was owing to Patronus Resources Limited (2023: nil).
2Invest AG
During February and March 2024, the Company issued unsecured short-term bearer bonds with a total face value of
$1.8 million to 2Invest AG, an entity related to H Plaggemars. The terms and conditions of the short-term bearer bonds
are detailed in Note 18.
Bond interest of $85,479 and prolongation fees of $90,000 were incurred during the year (2023: nil).
During the 2024 reporting period, the Company received commitments from 2Invest AG and Deutsche Balaton AG,
members of existing substantial shareholder the Deutsche Balaton Group (Balaton Group), to apply monies owing
under certain bearer bonds, including outstanding fees and interest (together totalling approximately $2.8 million), to
subscribe for shares in the Company at 2.1 cents per share, to maintain its relevant interest of 37.2% (Bond Conversion).
Shareholder approval for the Bond Conversion was obtained at the Extraordinary General Meeting held on 15 October
202413. On 17 October 2024, a portion of the bonds (including outstanding fees and interest) was converted into Geopacific
fully paid ordinary shares reducing the bond facility balance. Details of the Bond Conversion are outlined below:
Bondholder
Conversion Amount
A$’million
Shares Issued
# GPR ordinary shares
Deutsche Balaton
$1.12
53,382,585
2Invest
$1.70
80,882,979
Total
$2.82
134,265,564
At 31 December 2024, a total of $276,936 (including interest and prolongation fee) was owing to 2Invest AG (2023: nil).
13
Refer to ASX Announcement 15 October 2024 “Results of Meeting”.
35
2024 ANNUAL REPORT
DIRECTORS’ REPORT
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:
Amounts Recognised
$
Assets
Non-Current Assets
329,662
Total Assets
329,662
Liabilities
Current Liabilities
283,782
Total Liabilities
283,782
Expenses
Administration Expense
14,820
Finance Costs
175,479
Total Expenses
190,299
END OF REMUNERATION REPORT
The Directors Report, including the Remuneration Report, is signed in accordance with a resolution of the Directors:
Graham Ascough
Non-Executive Chairman
26 March 2025
36
2024 ANNUAL REPORT
AUDITOR’S INDEPENDENCE DECLARATION
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
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 2024, 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
Jared Jaworski
Partner
26 March 2025
37
2024 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 2024, the consolidated statement of profit or 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 material accounting policy information,
the consolidated entity disclosure statement 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
2024 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.
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. For each matter below, our description of how our audit
addressed the matter is provided in that context.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
38
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
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 these matters. 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.
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 cash
generating unit (CGU). If any such indicators exist, the
Group estimates the recoverable amount of the
applicable asset or CGU. The Group assessed that
there was an indicator of impairment present at 31
December 2024 for the Woodlark CGU.
The Group performed an impairment assessment to
determine the estimated recoverable amount of this
CGU. The estimated recoverable value supported the
carrying value, resulting in no impairment write-down
at balance date.
Key assumptions, judgments and estimates used in
the formulation of the Group’s impairment testing of
non-current assets are disclosed in Note 14.
We considered this to be a key audit matter due to the
significant judgement involved in determining:
▪
Whether indicators of impairment were
present.
▪
The estimates and assumptions involved in
determining the estimated recoverable
amount of the non-current assets in the
Woodlark CGU, including whether this
estimated recoverable amount was within a
reasonable range of values determined
based on identified market transactions and
other valuation methodologies.
We evaluated the Group’s 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 2024.
As an indicator of impairment was 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:
▪
Assessed 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 determining the
estimated recoverable amount for the
Woodlark CGU.
▪
Assessed 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.
▪
Evaluated the adequacy and appropriateness
of the Group's disclosures included in Note
14 of the financial report.
39
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
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 2024 annual report, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon, 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, 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 (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001; and
▪
The consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
▪
The financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
▪
The consolidated entity disclosure statement that is true and correct and is free of 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.
40
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
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.
▪
Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business units within the Group as a basis for forming an
opinion on the Group financial report. We are responsible for the direction, supervision and
review of the audit work performed for the purposes of the Group audit. 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.
41
2024 ANNUAL REPORT
INDEPENDENT AUDITOR’S REPORT
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 2024.
In our opinion, the Remuneration Report of Geopacific Resources Limited for the year ended 31
December 2024 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
Jared Jaworski
Partner
Perth
26 March 2025
42
2024 ANNUAL REPORT
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 2024 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 2024
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) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(d) the consolidated entity disclosure statement as disclosed on page 95 and required by section 295(3A)
of the Corporations Act 2001 is true and correct.
2.
This declaration has been made after receiving the declarations required to be made to the Directors by
the Chief Executive Officer and Chief Financial Officer in accordance with section 295A of the
Corporations Act 2001 for the financial year ended 31 December 2024.
On behalf of the Board
Graham Ascough
Non-Executive Chairman
26 March 2025
43
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the Year Ended 31 December 2024
Consolidated
2024
2023
Note
$
$
Continuing Operations
Interest income
10,865
15,107
Administration expense
(459,709)
(586,712)
Consultancy expense
(1,053,392)
(1,082,493)
Employee benefits expense
(1,453,101)
(1,456,228)
Site related expense
11 & 12
(4,187,781)
(5,999,459)
Finance costs
5(a)
(817,996)
(356,933)
Write down of assets
5(b)
(25,135)
(1,034,326)
Depreciation expense
13 & 15
(440,830)
(562,045)
Net onerous contract provision recognised
17(i)
-
(322,242)
Share-based payments expense
26(a)
(657,886)
(108,742)
Net foreign currency gain
5,942
22,772
Net other income
72,646
618,006
Loss before income tax
(9,006,377)
(10,853,295)
Income tax benefit
6
-
-
Net loss for the year
(9,006,377)
(10,853,295)
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
1,846,132
(4,336,685)
Other comprehensive income for the year, net of tax
1,846,132
(4,336,685)
Total comprehensive loss for the year
(7,160,245)
(15,189,980)
Loss per share (cents) for loss attributable to the ordinary
equity holders of the company:
Basic loss per share
27(a)
(0.94)
(1.49)
Diluted loss per share
27(a)
(0.94)
(1.49)
The above consolidated statement of profit or loss and other comprehensive income should be read
in conjunction with the accompanying notes.
44
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As At 31 December 2024
Consolidated
2024
2023
Note
$
$
Current Assets
Cash and cash equivalents
7
1,790,179
2,145,015
Trade and other receivables
8
1,864,110
1,460,683
Prepayments
9
138,379
250,036
Inventories
10
379,380
555,948
Total Current Assets
4,172,048
4,411,682
Non-Current Assets
Trade and other receivables
8
1,206,704
4,320,843
Exploration and evaluation assets
11
6,616,650
5,843,059
Mine properties under development
12
39,300,437
37,194,192
Property, plant and equipment
13
24,860,259
24,751,629
Right-of-use asset
15(a)
153,025
191,860
Total Non-Current Assets
72,137,075
72,301,583
TOTAL ASSETS
76,309,123
76,713,265
Current Liabilities
Trade and other payables
16
2,156,130
2,213,546
Interest-bearing liabilities
18
2,711,756
3,500,000
Lease liability
15(b)
96,902
69,997
Provisions
17
811,670
669,816
Total Current Liabilities
5,776,458
6,453,359
Non-Current Liabilities
Lease liability
15(b)
77,565
121,011
Provisions
17
945,183
1,037,098
Total Non-Current Liabilities
1,022,748
1,158,109
TOTAL LIABILITIES
6,799,206
7,611,468
NET ASSETS
69,509,917
69,101,797
Equity
Issued capital
19
297,579,350
290,668,871
Reserves
20
12,969,070
10,465,052
Accumulated losses
(241,038,503)
(232,032,126)
Total Equity attributable to equity holders
69,509,917
69,101,797
The above consolidated statement of financial position should be read
in conjunction with the accompanying notes.
45
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 December 2024
Consolidated
Issued
Capital
(Note 19)
Share-Based
Payments
Reserve
(Note 20)
Option
Reserve
(Note 20)
Foreign
Currency
Translation
Reserve
(Note 20)
Other Equity
Reserve
(Note 20)
Accumulated
Losses
Total Equity
$
$
$
$
$
$
$
At 1 January 2024
290,668,871
5,032,783
300,840
6,501,746
(1,370,317)
(232,032,126)
69,101,797
Loss for the year
-
-
-
-
-
(9,006,377)
(9,006,377)
Exchange difference on translation of foreign operations
-
-
-
1,846,132
-
-
1,846,132
Total comprehensive income/(loss) for the year
-
-
-
1,846,132
-
(9,006,377)
(7,160,245)
Transactions with owners in their capacity as owners
Shares issued
7,588,456
-
-
-
-
-
7,588,456
Share issue costs
(677,977)
-
-
-
-
-
(677,977)
Share-based payments
-
657,886
-
-
-
-
657,886
At 31 December 2024
297,579,350
5,690,669
300,840
8,347,878
(1,370,317)
(241,038,503)
69,509,917
At 1 January 2023
284,991,318
4,924,041
300,840
10,838,431
(1,370,317)
(221,178,831)
78,505,482
Loss for the year
-
-
-
-
-
(10,853,295)
(10,853,295)
Exchange difference on translation of foreign operations
-
-
-
(4,336,685)
-
-
(4,336,685)
Total comprehensive income/(loss) for the year
-
-
-
(4,336,685)
-
(10,853,295)
(15,189,980)
Transactions with owners in their capacity as owners
Shares issued
6,000,000
-
-
-
-
-
6,000,000
Share issue costs adjustment
(322,447)
-
-
-
-
-
(322,447)
Share-based payments
-
108,742
-
-
-
-
108,742
At 31 December 2023
290,668,871
5,032,783
300,840
6,501,746
(1,370,317)
(232,032,126)
69,101,797
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
46
2024 ANNUAL REPORT
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended 31 December 2024
Consolidated
2024
2023
Note
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(4,367,575)
(8,700,511)
Interest received
14,999
13,008
Interest and other finance costs paid
(15,259)
-
Net Cash Used In Operating Activities
30(b)
(4,367,835)
(8,687,503)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
(14,592)
(393,041)
Proceeds from sale of plant and equipment
-
326,074
Exploration expenditure
(576,302)
(283,436)
Mine development expenditure
(1,575,080)
(3,360,974)
Net Cash Used In Investing Activities
(2,165,974)
(3,711,377)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shares issued (net of costs)
4,471,897
5,677,553
Proceeds from borrowings (net of costs)
1,728,000
3,237,500
Payment of principal portion of lease liability
(62,379)
(70,211)
Net Cash From Financing Activities
6,137,518
8,844,842
NET DECREASE IN CASH AND CASH EQUIVALENTS
(396,291)
(3,554,038)
Cash and cash equivalents at beginning of the year
2,145,015
5,738,772
Effect of exchange rates on cash held in foreign currencies
41,455
(39,719)
CASH AND CASH EQUIVALENTS AT END OF THE YEAR
7
1,790,179
2,145,015
The above consolidated statement of cash flows should be read
in conjunction with the accompanying notes.
47
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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 2024 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 26 March 2025.
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 2024, the Group incurred a net loss after tax of $9,006,377 (2023:
$10,853,295) and had operating and investing cash outflows of $4,367,835 (2023: $8,687,503) and
$2,165,974 (2023: $3,711,377) respectively. At 31 December 2024 the Group had cash on hand of $1,790,179
(2023: $2,145,015) and had net current liabilities of $1,604,410 (2023: $2,041,667).
In December 2024, the Company announced a renounceable pro-rata Entitlement Offer on the basis of 1.69
new ordinary fully paid shares for every 1 share held, at an offer price of $0.02 per share to raise
approximately $40 million (before costs). The Offer closed in January 2025 and was strongly supported by
existing shareholders, with subscriptions of $20,344,255.98 received. The shortfall of $19.6 million was
allocated by the Underwriter in accordance with an Underwriting Agreement and to VS Capital in accordance
with a Shortfall Commitment Agreement. The total gross proceeds of $40 million were received on 24 January
2025. Following receipt of the Offer proceeds, on 24 January 2025 the Company paid a total of $3.21 million
(including fees and interest) to Deutsche Balaton AG and 2Invest AG to fully discharge the remaining Bonds
on issue. Cash on hand at 14 March 2025 had increased to $34.6 million.
The Directors, in their consideration of the appropriateness of the going concern basis for the preparation of
the financial report, have prepared a cash flow forecast for the next 12 months from date of signing. The cash
flow forecast indicates that there are adequate cash flows to fund the Woodlark Gold Project and sustain
operations. As a result, the financial report has been prepared on the going concern basis.
48
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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 2024. The Group did not make any significant changes to its
accounting policies and did not make retrospective adjustments as a result of adopting these amended
standards. These amendments did not materially impact the accounting policies or amounts disclosed in 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 is in the
process of analysing these standards and interpretations. Other than AASB 18 Presentation and Disclosure in
Financial Statements, the Group does not expect that the new or amended standards will significantly affect
the Group’s accounting policies, financial position or performance.
AASB 18 Presentation and Disclosure in Financial Statements
The application of this standard will be adopted by the Group on 1 January 2027 and replaces AASB 101
Presentation of Financial Statements. The Group is currently in the process of assessing the impact of this
standard.
Material 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.
49
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
(c) Employee benefits (continued)
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 its contractual obligations and the rates outlined by the statutory regulations.
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 liabilities
Initial recognition and measurement
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at
amortised cost using the effective interest method.
50
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
(d) Financial instruments (continued)
Initial recognition and measurement (continued)
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.
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.
51
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
(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.
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 recognised 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.
52
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
(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.
(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.
53
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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.
Site related expenditure is capitalised to the extent it is incurred in the direct support of underlying
exploration activities. In periods where no such activities are undertaken, site related expenditure is
expensed to the consolidated statement of profit or loss and other comprehensive income.
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.
54
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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. Site related expenditure is capitalised to the extent
it is incurred in the direct support of underlying mine development activities. In periods where no such
activities are undertaken, site related expenditure is expensed to the consolidated statement of profit or
loss and other comprehensive income.
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
5% - 50%
•
Computer software
25% - 100%
•
Furniture and fittings
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.
55
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
(l) Plant and equipment (continued)
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.
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.
56
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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.
57
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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.
58
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
1
SUMMARY OF MATERIAL 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.
59
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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.
60
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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 of the trade and other payables and lease liability reflect the
undiscounted gross amounts. The contractual maturity of the bonds reflects the face value of the bonds
and the expected interest and other costs due at maturity.
Consolidated
Carrying
amount
Contractual
cash flows
6 months
or less
6-12
months
1-5 years
2024
$
$
$
$
$
Financial Liabilities - Due for Payment
Trade and other payables(i)
2,156,130
2,156,130
2,156,130
-
-
Bonds(ii)
2,711,756
2,767,476
2,767,476
-
-
Lease liability
174,467
206,628
55,150
55,885
95,593
Total expected outflows
5,042,353
5,130,234
4,978,756
55,885
95,593
(i)
Includes accrued bond interest and prolongation fees of $509,546 at 31 December 2024.
(ii)
The bonds (including interest and fees) were fully repaid on 24 January 2025. The contractual cash flows above include
interest up to maturity date of 31 March 2025.
Consolidated
Carrying
amount
Contractual
cash flows
6 months
or less
6-12
months
1-5 years
2023
$
$
$
$
$
Financial Liabilities - Due for Payment
Trade and other payables
2,213,546
2,213,546
2,213,546
-
-
Bonds
3,500,000
3,627,055
3,627,055
-
-
Lease liability
191,008
217,387
36,784
37,274
143,329
Total expected outflows
5,904,554
6,057,988
5,877,385
37,274
143,329
61
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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 of the Group’s foreign bank account balances and trade
creditors 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
500bp
500bp
500bp
increase
decrease
increase
decrease
$
$
$
$
2024 - AUD foreign currency sensitivity
(5,973)
5,973
-
-
2023 - AUD foreign currency sensitivity
(4,431)
4,431
-
-
2024 - USD foreign currency sensitivity
13,086
(14,464)
-
-
2023 - USD foreign currency sensitivity
(31,796)
35,142
-
-
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.
62
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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:
Consolidated
2024
2023
$
$
Variable rate instruments:
Cash and cash equivalents
1,790,179
2,145,015
Total
1,790,179
2,145,015
The following table demonstrates the sensitivity of the Group’s cash and cash equivalent holdings at the
reporting date subject to variable interest rates to a reasonably possible change in interest rates. The
analysis assumes that all other variables remain constant.
Profit and Loss
Equity
100bp
100bp
100bp
100bp
increase
decrease
increase
decrease
$
$
$
$
2024 - Variable rate instruments
17,902
(17,902)
-
-
2023 - Variable rate instruments
21,450
(21,450)
-
-
(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.
63
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
2
FINANCIAL RISK MANAGEMENT (CONTINUED)
(e) Impairment losses and other write downs
During the 2024 reporting period, no amount was written off in relation to the Group’s financial assets
(2023: $5,197).
(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 JUDGEMENTS
Estimates and judgements 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 judgements
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 judgement 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
2024 and 31 December 2023, 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 judgement 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 other 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 2024 and 31
December 2023, no balance relating to mine properties under development was transferred or impaired.
Refer to Note 14 for further information.
64
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
Tenement licences renewal
The Group retains rights over a tenement until renewal determinations have been made by the Mineral and
Resource Authority (MRA) of PNG. Refer to Note 22(a) for details.
Mining Lease 508 (ML 508) – Amendment to Condition 7(ii)
In June 2024, an application was submitted to the MRA seeking to amend ML 508 to extend the timeframe
for satisfying Condition 7(ii) which requires construction and commissioning to be completed by July 2024.
The application is currently awaiting approval by the PNG Minister for Mining and the Board and
management are confident that the amendment will be approved.
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 26 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 2024.
Rehabilitation provision
In determining an appropriate level of provision, consideration is given to the expected future costs (largely
dependent on the life of the mine), and the estimated future level of inflation.
The ultimate cost of rehabilitation is uncertain, and costs vary in response to many factors including changes
to the relevant legal requirements, the emergence of new restoration techniques or experience at other mine
sites. The expected timing of expenditure can also change, for example in response to changes in reserves or
to production rates.
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.
65
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
3
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (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% (2023: 8%).
66
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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.
Parent
2024
2023
$
$
STATEMENT OF FINANCIAL POSITION
Assets
Current assets
1,532,631
2,176,349
Non-current assets
72,292,303
71,125,770
Total Assets
73,824,934
73,302,119
Liabilities
Current liabilities
4,315,017
4,200,322
Non-current liabilities
-
-
Total Liabilities
4,315,017
4,200,322
Equity
Issued capital
297,579,350
290,668,871
Reserves
3,823,316
3,165,436
Accumulated losses
(231,892,749)
(224,732,510)
Total Equity
69,509,917
69,101,797
STATEMENT OF COMPREHENSIVE INCOME
Net loss for the year
(7,160,239)
(15,189,983)
TOTAL COMPREHENSIVE LOSS
(7,160,239)
(15,189,983)
Guarantees
The Company has term deposits of $180,000 (2023: $185,691) 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 2024, Geopacific had no contingent liabilities (2023: nil).
Contractual commitments
At 31 December 2024, Geopacific had no contractual commitments for the acquisition of property, plant and
equipment (2023: nil).
67
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
5
INCOME AND EXPENSES
(a)
Finance Costs
Consolidated
2024
2023
$
$
Interest on bonds
370,201
55,936
Borrowing costs
402,000
262,500
Interest expense on lease liability
4,547
2,851
Unwinding of discount on rehabilitation provision
41,248
35,646
Total
817,996
356,933
(b)
Write Down of Assets
Consolidated
2024
2023
$
$
Plant and equipment written down
-
964,142
Inventories written down
25,135
64,250
Other receivables written down
-
5,934
Total
25,135
1,034,326
68
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
6
INCOME TAX
(a)
The components of the income tax benefit comprise:
Consolidated
2024
2023
$
$
Current tax
-
-
Deferred tax
-
-
Total tax benefit
-
-
(b)
Reconciliation of income tax to prima facie tax benefit:
Consolidated
2024
2023
$
$
Net loss before tax
(9,006,377)
(10,853,295)
Prima facie tax benefit at 30% (2023: 30%)
(2,701,913)
(3,255,988)
Adjusted for the tax effect of:
Effect of different tax rate of foreign subsidiary
211
96
Non-deductible share-based payments
197,366
32,623
Other non-deductible expenses
809,105
439,196
Temporary difference for deferred tax assets not recognised
2,448
-
Tax losses not recognised
1,692,783
1,925,475
Prior period adjustment
-
858,598
Total tax benefit
-
-
69
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
6
INCOME TAX (CONTINUED)
(c)
Deferred tax:
Consolidated
2024
2023
$
$
Deferred tax assets:
Property, plant and equipment
-
-
Provisions
456,109
456,189
Tax losses
20,769,197
19,871,924
Total before offset
21,225,306
20,328,113
Offset by deferred tax liabilities
(21,225,306)
(20,328,113)
Total deferred tax assets after offset
-
-
Deferred tax liabilities:
Exploration and evaluation expenditure
1,984,995
1,752,919
Mine properties under development
11,790,131
11,158,257
Property, plant and equipment
7,450,180
7,416,937
Total before offset
21,225,306
20,328,113
Offset by deferred tax assets
(21,225,306)
(20,328,113)
Total deferred tax liabilities after offset
-
-
(d)
Deferred tax assets not recognised:
Consolidated
2024
2023
$
$
Deferred tax assets not recognised
Tax losses not brought to account
87,110,949
82,162,233
Business related costs
70,947
59,784
Other
8,769
17,484
Total deferred tax assets not recognised
87,190,665
82,239,501
Movement of tax losses not brought to account
Total tax losses - beginning of the year
102,034,157
101,853,324
Current year tax losses
2,590,058
1,925,475
Under/(over)
906,315
3,521,563
Foreign exchange fluctuation
2,349,616
(5,266,205)
Total tax losses – end of the year
107,880,146
102,034,157
Tax losses – recognised to the extent of the deferred tax liability
(20,769,197)
(19,871,924)
Tax losses not brought to account – end of the year
87,110,949
82,162,233
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.
70
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
7
CASH AND CASH EQUIVALENTS
Consolidated
2024
2023
$
$
Current
Cash at bank and on hand
1,790,179
2,145,015
Total
1,790,179
2,145,015
8
TRADE AND OTHER RECEIVABLES
Consolidated
2024
2023
$
$
Current
Security deposits
180,000
185,691
Sundry debtors
66,825
401
GST receivable
1,617,285
1,274,591
Total
1,864,110
1,460,683
Non-current
Security deposits
43,948
42,452
Sundry debtors
20,561
-
GST receivable
1,142,195
4,278,391
Total
1,206,704
4,320,843
Write down
During the year ended 31 December 2024, no write down was recorded in respect of sundry debtors (2023:
$5,197).
71
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
9
PREPAYMENTS
Consolidated
2024
2023
$
$
Current
Insurance
121,656
189,963
Other
16,723
60,073
Total
138,379
250,036
10
INVENTORIES
Consolidated
2024
2023
$
$
Current
Community relocation materials
34,204
74,350
Fuel and other consumables
275,555
352,331
Kitchen stocks
24,333
82,326
Cleaning stocks
19,505
21,274
Medical stocks
9,979
10,611
Protective clothing
15,804
15,056
Total
379,380
555,948
Write down
During the year ended 31 December 2024, stocks which had expired or were damaged totalling $25,135 were
written off from inventory (2023: $64,250). This is recognised in write down of assets in the consolidated
statement of profit or loss and other comprehensive income.
72
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
11
EXPLORATION AND EVALUATION ASSETS
Consolidated
2024
2023
$
$
Non-current
6,616,650
5,843,059
Movement during the year
Carrying value - beginning of the year
5,843,059
5,926,632
Additions
605,992
283,437
Foreign exchange fluctuation
167,599
(367,010)
Carrying value - end of the year
6,616,650
5,843,059
Impairment
At 31 December 2024, 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
(2023: nil).
Site costs not directly relating to the advancement of the Group’s exploration and mine development
activities were expensed in the consolidated statement of profit or loss and other comprehensive income.
For the year ended 31 December 2024 these costs amounted to $4,187,781 (2023: $5,999,459).
12
MINE PROPERTIES UNDER DEVELOPMENT
Consolidated
2024
2023
$
$
Non-current
39,300,437
37,194,192
Movement during the year
Carrying value - beginning of the year
37,194,192
37,190,454
Additions
1,279,945
2,350,742
Change in rehabilitation provision
(158,869)
6,367
Foreign exchange fluctuation
985,169
(2,353,371)
Carrying value - end of the year
39,300,437
37,194,192
Site costs not directly relating to the advancement of the Group’s exploration and mine development
activities were expensed in the consolidated statement of profit or loss and other comprehensive income.
For the year ended 31 December 2024 these costs amounted to $4,187,781 (2023: $5,999,459).
73
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
Consolidated
Work under
construction
Plant &
Equipment
Computer
Software
Furniture &
Fittings
Total
2024
$
$
$
$
$
Balance
Gross carrying amount – at cost
55,868,408
11,552,300
35,521
1,728,160
69,184,389
Less: accumulated depreciation and
impairment
(33,787,308)
(8,969,849)
(35,521)
(1,531,452)
(44,324,130)
Net carrying value
22,081,100
2,582,451
-
196,708
24,860,259
Movement
Balance at 1 January 2024
21,703,724
2,803,539
-
244,366
24,751,629
Additions
-
36,640
-
-
36,640
Disposals/Write Down
(180,007)
-
-
(1,942)
(181,949)
Depreciation
-
(321,395)
-
(50,224)
(371,619)
Foreign exchange fluctuation
557,383
63,667
-
4,508
625,558
Balance at 31 December 2024
22,081,100
2,582,451
-
196,708
24,860,259
2023
Balance
Gross carrying amount – at cost
55,987,394
11,244,248
98,737
1,689,228
69,019,607
Less: accumulated depreciation and
impairment
(34,283,670)
(8,440,709)
(98,737)
(1,444,862)
(44,267,978)
Net carrying value
21,703,724
2,803,539
-
244,366
24,751,629
Movement
Balance at 1 January 2023
23,938,865
3,599,236
-
312,161
27,850,262
Additions
-
105,217
-
-
105,217
Disposals/Write Down
(828,671)
(285,887)
-
-
(1,114,558)
Depreciation
-
(439,719)
-
(56,357)
(496,076)
Foreign exchange fluctuation
(1,406,470)
(175,308)
-
(11,438)
(1,593,216)
Balance at 31 December 2023
21,703,724
2,803,539
-
244,366
24,751,629
13
PROPERTY, PLANT AND EQUIPMENT
74
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
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, associated property, plant and equipment and
working capital.
For the years ended 31 December 2024 and 31 December 2023, 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, 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 1.67 million (2023: 1.56 million) gold ounces to provide a valuation
estimate. This process provided a wide valuation range. 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 assessment of the recoverable amount of the Woodlark Gold Project CGU determined that no impairment
is required at 31 December 2024 (2023: nil).
Under the current valuation methodology, a change in relevant market transactions and trading multiples could
impact the project’s estimated recoverable value in future reporting periods. This change could arise from new
comparable transactions or changes in the enterprise values of comparable trading companies. In addition, any
changes in the Mineral Resources of the Woodlark Gold Project could similarly affect its recoverable value.
75
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
15
RIGHT-OF-USE ASSET AND LEASE LIABILITY
Consolidated
2024
2023
$
$
(a) Right-of-use asset
Non-current
Gross carrying amount - office leases
222,236
257,829
Less: accumulated depreciation
(69,211)
(65,969)
Total
153,025
191,860
Movement during the year
Balance at 1 January
191,860
53,407
Additions
58,591
204,422
Derecognition (i)
(28,215)
-
Depreciation expense
(69,211)
(65,969)
Balance at 31 December
153,025
191,860
(b) Lease liability
Current
96,902
69,997
Non-current
77,565
121,011
174,467
191,008
Movement during the year
Balance at 1 January
191,008
53,946
Additions
58,591
204,422
Interest expense
4,547
2,851
Payments
(79,679)
(70,211)
Balance at 31 December
174,467
191,008
(i) Derecognition of the right-of-use asset is as a result of the Company entering into a finance sub-lease in respect of
a portion of the overall office space during the year.
76
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
16
TRADE AND OTHER PAYABLES
Consolidated
2024
2023
$
$
Current
Trade creditors and accrued expenses
2,156,130
2,213,546
Total
2,156,130
2,213,546
17
PROVISIONS
Consolidated
2024
2023
$
$
Current
Employee entitlements
420,594
308,019
Onerous contracts (i)
391,076
361,797
Total
811,670
669,816
Non-current
Employee entitlements
20,885
21,778
Rehabilitation (ii)
924,298
1,015,320
Total
945,183
1,037,098
(i) Onerous contracts provision movement during the year
Balance at 1 January
361,797
560,776
Net provision recognised during the year
-
322,242
Provision utilised on contracts closed out
-
(467,830)
Foreign exchange fluctuation
29,279
(53,391)
Balance at 31 December
391,076
361,797
The Group provided for onerous contracts in relation to several major contracts that were terminating
as a result of suspending key development programs at the Project. The onerous contracts provision is
based on estimates regarding the unavoidable costs and the expected economic benefits from the
contracts. 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.
77
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
17
PROVISIONS (CONTINUED)
Consolidated
2024
2023
$
$
(ii) Rehabilitation provision movement during the year
Balance at 1 January
1,015,320
1,035,302
Provision (written back)/recognised
(158,869)
6,367
Unwinding of discount
41,248
35,646
Foreign exchange fluctuation
26,599
(61,995)
Balance at 31 December
924,298
1,015,320
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
Consolidated
2024
2023
$
$
Current
Unsecured bonds
-
Issued to Deutsche Balaton AG
2,493,144
3,500,000
-
Issued to 2Invest AG
218,612
-
Total
2,711,756
3,500,000
Deutsche Balaton AG
On 23 October 2023, the Company issued 7 unlisted unsecured short-term bearer bonds to Deutsche Balaton
AG, a major shareholder of the Company, with a total face value of $3,500,000.
In April 2024, in parallel with the entry into the JTC Subscription Agreement, the Company received a
commitment from Deutsche Balaton AG to apply monies owing under certain bearer bonds, including
outstanding fees and interest (together totalling up to approximately $3 million), to subscribe for shares in the
Company (Deutsche Balaton Bond Conversion), that would see the Balaton Group maintain its relevant interest
at the time, of 37.2%.
Completion of the Deutsche Balaton Bond Conversion was subject to, and conditional on:
• completion of the issue of the tranche 1 shares under the JTC Subscription Agreement;
• confirmation as to whether the issue of the tranche 2 shares under the JTC Subscription Agreement (JTC
Tranche 2 Shares) will occur; and
• the Company obtaining shareholder approval.
78
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
18
INTEREST-BEARING LIABILITIES (CONTINUED)
In August 2024, Mr Chi and the Company mutually agreed to terminate the JTC Subscription Agreement due to
ongoing delays in obtaining overseas regulatory approvals for the issue of the JTC Tranche 2 Shares. The mutual
termination of the JTC Subscription Agreement resulted in the amount subscribed for under the Deutsche
Balaton Bond Conversion being set at $1,121,034 (53,382,585 new GPR shares at 2.1c per share). The Deutsche
Balaton Bond Conversion was completed on 17 October 2024 following receipt of shareholder approval.
At 31 December 2024, following the Deutsche Balaton Conversion, the short-term bearer bonds had a face
value of $2,493,144 and coupon interest rate of 7.5% per annum with redemption at maturity of 31 March
2025 (extended from 30 September 2024 with a 4% prolongation fee payable at maturity).
Subsequent to balance date, the remaining Deutsche Balaton AG bonds were repaid in full. A total payment of
$2,929,306 was made on 24 January 2025 including $423,957 of accrued interest and prolongation fees
recorded in other payables.
2Invest AG
During February and March 2024, the Company issued a total of 4 unlisted unsecured short-term bearer bonds
to 2Invest AG, a member of the Deutsche Balaton Group and an entity related to Non-Executive Director
Hansjoerg Plaggemars, with a total face value of $1,800,000.
The Company entered into a subscription agreement with 2Invest AG in August 2024, under which 2Invest AG
subscribed for 80,882,979 shares in the Company at 2.1c per share. 2Invest AG applied $1,698,543 owing under
certain bearer bonds, including outstanding fees and interest, for the share subscription (2Invest Bond
Conversion). The 2Invest Bond Conversion was completed on 17 October 2024 following receipt of shareholder
approval.
At 31 December 2024, the short-term bearer bonds had a face value of $218,612 and coupon interest rate of
7.5% per annum with redemption at maturity of 31 March 2025 (extended from 30 September 2024 with a 4%
prolongation fee payable at maturity).
Subsequent to balance date, the remaining 2Invest AG bonds were repaid in full. A total payment of $278,014
was made on 24 January 2025 including $58,333 of accrued interest and prolongation fees recorded in other
payables.
79
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
79 | P a g e
19
ISSUED CAPITAL
Consolidated
2024
2023
$
$
Issued Capital
297,579,350
290,668,871
Reconciliation of movements in Issued Capital during the year
2024
2023
Date
Shares
$
Shares
$
Balance at 1 January
821,717,373
290,668,871
520,863,611
284,991,318
Conversion of Zero Exercise Price Options
10-Jan-23
-
-
327,500
-
Shares issued - Accelerated Offer (Institutional)
13-Apr-23
-
-
100,525,014
2,010,500
Shares issued - Accelerated Offer (Retail)
27-Apr-23
-
-
199,474,986
3,989,500
Conversion of Zero Exercise Price Options
16-Nov-23
-
-
526,262
-
Shares issued pursuant to Placement
10-May-24
90,288,590
1,896,060
-
-
Shares issued pursuant to Placement
28-Aug-24
136,800,894
2,872,819
-
-
Shares issued to Bond Holders(i)
17-Oct-24
134,265,564
2,819,577
-
-
Less: Share Issue Costs
-
(677,977)
-
(322,447)
Balance at 31 December
1,183,072,421
297,579,350
821,717,373
290,668,871
(i)
Refer to Note 18 for details.
80
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
20
RESERVES
Consolidated
2024
2023
$
$
(a) Reserves
Share-based payments reserve
5,690,669
5,032,783
Option reserve
300,840
300,840
Foreign currency translation reserve
8,347,878
6,501,746
Other equity reserve
(1,370,317)
(1,370,317)
Total
12,969,070
10,465,052
(b) Movements during the year
Share-based payments reserve
Balance at 1 January
5,032,783
4,924,041
Share-based payment expense
657,886
108,742
Balance at 31 December
5,690,669
5,032,783
Option reserve
Balance at 1 January
300,840
300,840
Options issued during the year
-
-
Balance at 31 December
300,840
300,840
Foreign currency translation reserve
Balance at 1 January
6,501,746
10,838,431
Exchange gains/(losses) during the year
1,846,132
(4,336,685)
Balance at 31 December
8,347,878
6,501,746
Other equity reserve
Balance at 1 January
(1,370,317)
(1,370,317)
Transfers during the year
-
-
Balance at 31 December
(1,370,317)
(1,370,317)
Total reserves
12,969,070
10,465,052
(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.
81
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
20
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.
21
CONTINGENT LIABILITIES
The Group did not have any contingent liabilities at the end of the reporting period (2023: nil).
22
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 Authority (MRA) of PNG.
The following table provides an outline of the annual expenditure required by tenement:
Tenement
Location
Tenement
Renewed
to
Annual
Commitment
2024
$
Comments
EL 1172
PNG
27-Nov-23
123,528 Licence renewal lodged with MRA for an
additional two years. Tenure remains while
renewal pending.
EL 1279
PNG
25-Aug-25
164,704
EL 1465
PNG
21-Dec-24
123,528 Licence renewal lodged with MRA for an
additional two years. Tenure remains while
renewal pending.
82
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
22
COMMITMENTS (CONTINUED)
(b)
Operating Commitments
The outstanding operating commitments of the Group at 31 December are:
Consolidated
2024
2023
$
$
Payable within one year
-
187,230
Payable after one year but not more than five years
-
-
Total
-
187,230
(c)
Other Commitments
At 31 December 2024, the Group had contractual commitments for the acquisition of property, plant and
equipment totalling $51,278 (2023: nil).
23
PARTICULARS RELATING TO CONTROLLED ENTITIES
(a)
Material Subsidiaries
Country of
Incorporation
and Carrying
on Business
Class of
Share
Effective Ownership
Percentage
2024
2023
%
%
Worldwide Mining Projects Pty Ltd
Australia
Ordinary
100
100
PT IAR Indonesia Ltd
Indonesia
Ordinary
100
100
Eastkal Pte Ltd
Singapore
Ordinary
100
100
Royal Australia Resources Ltd
Cambodia
Ordinary
-
-
Golden Resource Development(i)
Cambodia
Ordinary
-
-
Geopacific Limited
Fiji
Ordinary
100
100
Beta Limited
Fiji
Ordinary
100
100
Millennium Mining (Fiji) Limited
Fiji
Ordinary
100
100
Woodlark Mining Limited
PNG
Ordinary
100
100
Geocanada Resources Limited
Canada
Ordinary
100
100
(i)
The Company derecognised the Kou Sa Project during the year ended 31 December 2020.
83
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
24
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
Position
Non-Executive Directors
Graham Ascough
Non-Executive Chairman
Hamish Bohannan
Non-Executive Director
Michael Brook
Non-Executive Director
Rowan Johnston
Non-Executive Director
Hansjoerg Plaggemars
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
Position
Executives
James Fox
Chief Executive Officer
Matthew Smith
Chief Financial Officer & Company Secretary
(c)
KMP Compensation
Consolidated
2024
2023
$
$
Key Management Personnel Compensation:
Short-term benefits
1,107,446
947,599
Post-employment benefits
72,896
59,834
Share-based payments
560,736
106,800
Long-term benefits
7,692
8,477
Total
1,748,770
1,122,710
25
RELATED PARTY TRANSACTIONS
PNX Metals Limited
PNX Metals Limited, an entity related to G Ascough, R Johnston and H Plaggemars, charged a total of
$344,482 for the provision of office space, access to technical software and the services of a Mining,
Infrastructure & Project consultant from January to September 2024 (2023: $37,230). Fees were payable on
arms-length terms and at commercial rates.
At 31 December 2024, no amount was owing to PNX Metals Limited (2023: $37,230).
84
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
25
RELATED PARTY TRANSACTIONS (CONTINUED)
Patronus Resources Limited
Patronus Resources Limited, an entity related to G Ascough, R Johnston and H Plaggemars, charged a total of
$10,269 for the provision of office space from October to December 2024, post completion of the merger
between Patronus Resources Limited and PNX Metals Limited (2023: nil). Fees are payable on arms-length
terms and at commercial rates.
At 31 December 2024, a total of $6,846 was owing to Patronus Resources Limited (2023: nil).
2Invest AG
During February and March 2024, the Company issued unsecured short-term bearer bonds with a total face
value of $1,800,000 to 2Invest AG, an entity related to H Plaggemars. The terms and conditions of the short-
term bearer bonds are detailed in Note 18. Bond interest of $85,479 and prolongation fees of $90,000 were
incurred during the year (2023: nil).
During the 2024 reporting period, the Company received commitments from 2Invest AG and Deutsche
Balaton AG, members of existing substantial shareholder the Deutsche Balaton Group (Balaton Group), to
apply monies owing under certain bearer bonds, including outstanding fees and interest (together totalling
approximately $2.8 million), to subscribe for shares in the Company at 2.1 cents per share, to maintain its
relevant interest of 37.2% (Bond Conversion).
Shareholder approval for the Bond Conversion was obtained at the Extraordinary General Meeting held on
15 October 2024. On 17 October 2024, a portion of the bonds (including outstanding fees and interest) was
converted into Geopacific fully paid ordinary shares reducing the bond facility balance. Details of the Bond
Conversion are outlined below:
Bondholder
Conversion Amount
A$’million
Shares Issued
# GPR ordinary shares
Deutsche Balaton
$1.12
53,382,585
2Invest
$1.70
80,882,979
Total
$2.82
134,265,564
At 31 December 2024, a total of $276,936 (including interest and prolongation fee) was owing to 2Invest AG
(2023: nil).
FTI Consulting
During the 2024 reporting period, there were no transactions with FTI Consulting.
During the 2023 reporting period, the Company incurred Non-Executive Chairman fees of $99,267 in relation
to the services provided by FTI Consulting, an entity related to Andrew Bantock (former Non-Executive
Chairman) by way of being his employer.
The fees payable were 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.
At 31 December 2024, no amount was owing to FTI Consulting (2023: nil).
85
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
26
SHARE-BASED PAYMENTS
(a)
Employee Incentive Plan
The Company’s Securities Incentive Plan was approved by shareholders at the Annual General Meeting held
on 31 May 2022. 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 $657,886 which relates to equity settled share-based payments transactions issued
under the plan (2023: $108,742).
All options and share performance rights granted are for ordinary shares in Geopacific, which confer a right
of one ordinary share for every option held.
All share appreciation rights granted 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.
During the 2023 reporting period, the Company agreed to grant 42,000,000 share performance rights (SPR’s)
to Directors subject to shareholder approval, which was obtained at the Company’s annual general meeting
on 31 May 2024. As a result, during the 2024 reporting period the fair value of the SPR’s was revised at the
grant date of 31 May 2024 in accordance with the requirements of AASB 2 Share-Based Payments. Refer to
the Remuneration Report for the terms and conditions of SPR’s to Directors.
During the 2024 reporting period, the Company granted 33,900,000 SPR’s to employees. These incentives
were granted on 31 October 2024 and were issued in accordance with the Securities Incentive Plan. The SPR’s
entitle the holder to subscribe for one Ordinary Share upon the conversion of each Performance Right (once
vested). The SPR’s vest subject to the achievement of either a non-market based performance hurdle or a
market-based performance hurdle in relation to the Company’s objectives. The terms and conditions of the
SPR’s granted are outlined in the following table.
86
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
26
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
Class
Number of SPR’s
Granted During the
Reporting Period
Vesting Condition
Class A
10,170,000
Divided equally into three tranches to vest upon the following milestone condition and
on completion of 12, 24 and 36 months service:
a) a change of control of Geopacific occurring achieving a share price of at least A$0.025
per share. A change of control shall be deemed to have occurred when a person
acquires a relevant interest in 50% of the Company or a 50% interest in the Project via
Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share
price of at least A$0.025 per share for a period of 30 consecutive trading days during
the first 36 months from 16 November 2023.
Class B
10,170,000
Divided equally into three tranches to vest upon the following milestone condition and
on completion of 12, 24 and 36 months service:
a) a change of control of Geopacific occurring achieving a share price of at least A$0.05
per share. A change of control shall be deemed to have occurred when a person
acquires a relevant interest in 50% of the Company or a 50% interest in the Project via
Woodlark Mining Ltd (PNG)(i); or
b) completion of the required service period and the Company achieving a traded share
price of at least A$0.05 per share for a period of 30 consecutive trading days during the
first 36 months from 16 November 2023.
Class C
10,170,000
Divided equally into three tranches to vest upon the following milestone condition and
on completion of 12, 24 and 36 months service:
a) an announcement by the Company of a total combined Mineral Resource Estimate
(JORC compliant) that is 50% greater (in terms of contained gold, or gold equivalent
ounces at consensus metals prices and using metallurgical recoveries (if required)
agreed with the Competent Person at the time) than the Woodlark Mineral Resource
Update announced to the ASX on 14 September 2023 of 1.56 million ounces of gold(i).
Class D
3,390,000
Receipt of all required Government approvals to implement the revised infrastructure
design resulting from the 2023 Work Program(i).
Total
33,900,000
(i)
The relevant LTI Plan participant must still be employed prior to the change of control event.
87
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
26
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
The SPR’s granted or remeasured during the 2024 reporting period were valued by an independent third
party. The key inputs and valuations are summarised below:
Item
Directors
Other Employees
Class A(ii)
Class B(ii)
Class A
Class B
Class C
Class D
Underlying share value
$0.023
$0.023
$0.031
$0.031
$0.031
$0.031
Exercise price
Nil
Nil
Nil
Nil
Nil
Nil
Valuation date
31-May-24
31-May-24
31-Oct-24
31-Oct-24
31-Oct-24
31-Oct-24
Vesting date
31-May-27(iii) 31-May-27(iii)
16-Nov-26(iv)
16-Nov-26(iv)
16-Nov-26(iv)
16-Nov-27(v)
Vesting period (years)
3.00
3.00
2.04
2.04
2.04
3.04
Expiry date
31-May-28
31-May-28
16-Nov-27
16-Nov-27
16-Nov-27
16-Nov-27
Life of the rights (years)
4.00
4.00
3.04
3.04
3.04
3.04
Volatility(i)
100%
100%
100%
100%
100%
100%
Risk free rate
4.10%
4.10%
4.02%
4.02%
4.02%
4.02%
Dividend yield
Nil
Nil
Nil
Nil
Nil
Nil
Remeasured on
31 May 2024(ii)
Number of rights
21,000,000
21,000,000
-
-
-
-
Value per right
$0.023
$0.021
-
-
-
-
Total Value
$483,000
$441,000
-
-
-
-
Granted on
31 October 2024
Number of rights
-
-
10,170,000
10,170,000
10,170,000
3,390,000
Value per right
-
-
$0.031
$0.029
$0.031
$0.031
Total Value
-
-
$315,270
$294,930
$315,270
$105,090
(i)
Volatility of the share price fluctuation was calculated by considering the historical movement of the share price over a
period as well factoring market conditions of its competitors to predict the distribution of relative share performance.
(ii) The grant of the 42,000,000 share performance rights to the Directors was subject to shareholder approval at 31 December
2023. The fair value of the share performance rights was revised following shareholder approval on 31 May 2024.
(iii) The Directors’ Class A and B SPR’s have a range of potential vesting dates between 12, 24 and 36 months from the grant
date as outlined in the vesting conditions disclosed in the Remuneration Report.
(iv) The other employees’ Class A, B and C SPR’s have a range of potential vesting dates between 12, 24 and 36 months from
16 November 2023 as outlined in the vesting conditions above.
(v) The other employees’ Class D SPR’s may vest anytime up to expiry date upon satisfaction of the underlying vesting
condition.
88
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
26
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
The following table illustrates the number of, and movements in, the incentives during the year.
2024
2023
Number of
options or
rights
Weighted
average
exercise
price ($)
Number of
options or
rights
Weighted
average
exercise
price ($)
Zero exercise price options
Outstanding at beginning of year
-
-
853,762
-
Granted
-
-
-
-
Expired/lapsed
-
-
-
-
Exercised
-
-
(853,762)
-
Outstanding at end of year
-
-
-
-
Premium exercise price options
Outstanding at beginning of year
376,546
0.9300
2,249,136
0.7980
Granted
-
-
-
-
Expired/lapsed
(376,546)
0.9300
(1,872,590)
1.0000
Exercised
-
-
-
-
Outstanding at end of year
-
-
376,546
0.9300
Share appreciation rights
Outstanding at beginning of year
407,016
0.5900
1,536,117
0.4503(i)
Granted
-
-
-
-
Expired/lapsed
(407,016)
0.5900
(1,129,101)
0.4000(i)
Exercised
-
-
-
-
Outstanding at end of year
-
-
407,016
0.5900(i)
Share performance rights
Outstanding at beginning of year
95,512,442
-
3,112,442
-
Granted
33,900,000
-
92,400,000(ii)
-
Expired/lapsed
(3,112,442)
-
-
-
Exercised
-
-
-
-
Outstanding at end of year
126,300,000
-
95,512,442
-
(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.
(ii) Includes 42,000,000 share performance rights agreed to be granted to the Directors in the 2023 reporting period which
were approved by shareholders at the annual general meeting of the Company on 31 May 2024.
89
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
26
SHARE-BASED PAYMENTS (CONTINUED)
(a)
Employee Incentive Plan (continued)
The weighted average remaining contractual life of the share performance rights outstanding at 31
December 2024 is 3.06 years.
(b)
Unlisted Instruments
There were 2,742,328 options over unissued shares unexercised at reporting date (2023: 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:
2024
Issue
Date
Expiry
Date
Exercise
Price
Number
on Issue
Movement During the Year
Number on
Issue
$
1-Jan-24
Granted
Lapsed
31-Dec-24
6-Jun-09
Note (a)
62.50
32,000
-
-
32,000
6-Jun-09
Note (b)
125.00
8,000
-
-
8,000
29-Jun-21
29-Sep-26
0.322
2,702,328
-
-
2,702,328
Total
2,742,328
-
-
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
2023
Issue
Date
Expiry
Date
Exercise
Price
Number
on Issue
Movement During the Year
Number on
Issue
$
1-Jan-23
Granted
Lapsed
31-Dec-23
6-Jun-09
Note (a)
62.50
32,000
-
-
32,000
6-Jun-09
Note (b)
125.00
8,000
-
-
8,000
29-Jun-21
29-Sep-26
0.322
2,702,328
-
-
2,702,328
Total
2,742,328
-
-
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 (2023: nil).
90
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
27
LOSS PER SHARE
(a)
Basic and Diluted Loss per Share
Consolidated
2024
2023
Cents
Cents
Basic loss per share:
From continuing operations attributable to the ordinary equity
holders of the company
(0.94)
(1.49)
Diluted loss per share:
From continuing operations attributable to the ordinary equity
holders of the company
(0.94)
(1.49)
(b)
Reconciliation of Loss Used in Calculating Loss Per Share
Consolidated
2024
2023
$
$
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
(9,006,377)
(10,853,295)
(9,006,377)
(10,853,295)
(c)
Weighted Average Number of Shares Used as the Denominator
Consolidated
2024
2023
No. of Shares
No. of Shares
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted loss per share(i)
954,286,819
728,938,390
(i)
Due to the Group making a loss during the year, the weighted average number of ordinary shares on issue were used to
calculate both the basic and diluted loss per share.
91
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
28
EVENTS OCCURRING AFTER BALANCE DATE
The financial statements have been prepared based upon conditions existing as at 31 December 2024 and
due consideration has been given to events that have occurred subsequent to 31 December 2024 that
provide evidence of conditions that existed at the end of the reporting period.
In December 2024, the Company announced a renounceable pro-rata Entitlement Offer on the basis of 1.69
new ordinary fully paid shares for every 1 share held, at an offer price of $0.02 per share to raise
approximately $40 million (before costs). The Offer closed in January 2025 and was strongly supported by
existing shareholders, with subscriptions of $20,344,255.98 received. The shortfall of $19.6 million was
allocated by the Underwriter in accordance with an Underwriting Agreement and to VS Capital in accordance
with a Shortfall Commitment Agreement. The total gross proceeds of $40 million were received on 24 January
2025. The total transaction costs of the Offer paid by the Company were $1.4 miilion.
Following receipt of the Offer proceeds, on 24 January 2025 the Company paid a total of $3.21 million
(including fees and interest) to Deutsche Balaton AG and 2Invest AG to fully discharge the remaining Bonds
on issue.
Other than the matter discussed above, no other matters or circumstances have 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.
92
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
29
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 2024 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.
All Other
Segments
PNG
Corporate
Total
2024
$
$
$
$
Interest Income
1
66
10,798
10,865
Administration expense
(128,878)
(11,139)
(319,692)
(459,709)
Consultancy expense
(15,027)
(444,040)
(594,325)
(1,053,392)
Employee benefits & share-
based payments expense
-
-
(2,110,987)
(2,110,987)
Site related expense
-
(4,187,781)
-
(4,187,781)
Finance costs
-
(41,248)
(776,748)
(817,996)
Other income/(expense)
(494)
(358,320)
(28,563)
(387,377)
Net Profit/(Loss) for the year
(144,398)
(5,042,462)
(3,819,517)
(9,006,377)
Segment Assets
70,399
74,679,335
1,559,389
76,309,123
Segment Liabilities
99,413
2,384,776
4,315,017
6,799,206
All Other
Segments
PNG
Corporate
Total
2023
$
$
$
$
Interest Income
1
314
14,792
15,107
Administration expense
(142,795)
8,069
(451,986)
(586,712)
Consultancy expense
(14,446)
(488,114)
(579,933)
(1,082,493)
Employee benefits & share-
based payments expense
-
-
(1,564,970)
(1,564,970)
Site related expense
-
(5,999,459)
-
(5,999,459)
Finance costs
-
(35,646)
(321,287)
(356,933)
Wride down of assets
-
(1,034,326)
-
(1,034,326)
Other income/(expense)
617,250
(754,872)
(105,887)
(243,509)
Net Profit/(Loss) for the year
460,010
(8,304,034)
(3,009,271)
(10,853,295)
Segment Assets
80,668
74,427,684
2,204,913
76,713,265
Segment Liabilities
92,299
3,318,848
4,200,321
7,611,468
93
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
30
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:
Consolidated
2024
2023
$
$
Cash at bank and on hand
1,790,179
2,145,015
Total
1,790,179
2,145,015
(b)
Reconciliation of Cash Flows from Operating Activities
Consolidated
2024
2023
$
$
Net loss after income tax
(9,006,377)
(10,853,295)
Adjustments for:
Depreciation expense
440,830
562,045
Share-based payments expense
657,886
108,742
Write down of assets
25,135
1,034,326
Finance costs
730,737
38,497
Net foreign currency gain
(5,942)
(22,772)
Other income
(72,646)
-
Changes in Assets & Liabilities
Decrease/(Increase) in trade and other receivables
2,710,711
903,682
Decrease/(Increase) in prepayments
113,519
137,375
(Decrease)/Increase in trade and other payables
(109,479)
(507,811)
(Decrease)/Increase in provisions
147,791
(88,292)
Net Cash Used in Operating Activities
(4,367,835)
(8,687,503)
94
2024 ANNUAL REPORT
NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2024
30
NOTES TO THE STATEMENT OF CASH FLOWS (CONTINUED)
(c)
Non-Cash Investing and Financing Activities
Consolidated
2024
2023
$
$
Bond conversion to equity
2,819,577
-
Additions to lease liability
58,591
204,422
31
REMUNERATION OF AUDITORS
The Auditor of Geopacific is Ernst & Young.
Consolidated
2024
2023
$
$
Amounts received or receivable - Ernst & Young for:
- An audit or review of the financial report
195,546
182,425
Total
195,546
182,425
95
2024 ANNUAL REPORT
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As At 31 December 2024
(i) At 31 December, the Company still owns shares in Royal Australia Resources Ltd and Golden Resource Development. However,
the Company is in the process of divesting its interest in these entities.
Name of Entity
Type of Entity
% of
Share
Capital
2024
Country of
Incorporation
Jurisdiction for Tax
Resident
Geopacific Resources Limited
Body corporate
-
Australia
Australia
Woodlark Mining Limited
Body corporate
100
Papua New Guinea
Papua New Guinea
Worldwide Mining Projects Pty Ltd
Body corporate
100
Australia
Australia
PT IAR Indonesia Ltd
Body corporate
100
Indonesia
Indonesia
Eastkal Pte Ltd
Body corporate
100
Singapore
Singapore
Royal Australia Resources Ltd(i)
Body corporate
85
Cambodia
Cambodia
Golden Resource Development(i)
Body corporate
85
Cambodia
Cambodia
Geopacific Limited
Body corporate
100
Fiji
Fiji
Beta Limited
Body corporate
100
Fiji
Fiji
Millennium Mining (Fiji) Limited
Body corporate
100
Fiji
Fiji
Geocanada Resources Limited
Body corporate
100
Canada
Canada
96
2024 ANNUAL REPORT
SHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 11 March 2025.
(a)
Analysis of numbers of equity security holders by size of holding:
Class of Equity Security
Ordinary Shares
Number
Shares
Analysis of numbers of equity security holders by size holding:
1 - 1,000
236
100,401
1,001 - 5,000
385
1,029,455
5,001 - 10,000
200
1,501,228
10,001 - 100,000
622
23,887,297
100,001 and over
331
3,155,946,945
Total
1,774
3,182,465,326
(b)
Equity security holders – ordinary shares
The names of the twenty largest holders of quoted equity securities, ordinary shares, are listed below:
Ordinary Shares
Number Held
% of
Issued
Shares
CONBRIO BETEILIGUNGEN AG
670,064,606
21.055
PATRONUS INVEST PTY LTD
500,000,000
15.711
2INVEST AG
338,069,826
10.623
DEUTSCHE BALATON AKTIENGESELLSCHAFT
286,917,511
9.016
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
286,694,491
9.009
BNP PARIBAS NOMINEES PTY LTD
219,021,529
6.882
SPARTA INVEST AG
168,491,134
5.294
GADOLIN RESOURCES PTY LTD
132,649,995
4.168
CITICORP NOMINEES PTY LIMITED
128,584,485
4.040
RITZY GOLD INVESTMENTS LIMITED
90,288,590
2.837
VS CAPITAL GROUP LIMITED
62,612,600
1.967
MR RICHARD ALEXANDER CALDWELL
19,000,000
0.597
TIN YING PTY LTD
14,412,569
0.453
BNP PARIBAS NOMS PTY LTD
14,142,652
0.444
MR GERARD JAMES DUFFY
10,300,000
0.324
HENDERSON INTERNATIONAL PTY LIMITED
8,382,937
0.263
IT & BUSINESS CONSULTING LTD
8,000,000
0.251
PURPLE MANGGIS PTY LTD
6,135,917
0.193
ASCOT PARK ENTERPRISES PTY LTD
5,700,000
0.179
MR STEPHEN JOHN RYAN
5,514,600
0.173
TOP 20 SHAREHOLDERS
2,974,983,442
93.480
OTHER SHAREHOLDERS
207,481,884
6.520
TOTAL ORDINARY SHAREHOLDERS
3,182,465,326
100.000
97
2024 ANNUAL REPORT
SHAREHOLDER INFORMATION
(c)
Substantial holders
Shareholding
Number Held
% of Issued
Shares
Extracts from substantial shareholder register:
DEUTSCHE BALATON
1,967,781,441
61.830
PATRONUS RESOURCES
1,967,781,441
61.830
FRANKLIN RESOURCES, INC.
208,344,664
6.550
The above holdings are based on the most recent Notice of Change of Interests of Substantial Holder
statements, with the exception of Franklin Resources, Inc. which has been adjusted for their take up of
Entitlement Offer shares.
(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
32,000
5
Option holder with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
12,800
40.0
L Anderson Investments Pty Ltd
8,800
27.5
Sheila Anderson Investments
7,200
22.5
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
8,000
5
Option holder with more than 20% of class
Exploration Drilling Services (Fiji) Ltd
3,200
40.0
L Anderson Investments Pty Ltd
2,200
27.5
Sheila Anderson Investments
1,800
22.5
98
2024 ANNUAL REPORT
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 21 August 2024*
376,546
3
Option holder with more than 20% of class
R Heeks
182,344
48.4
M Smith
116,521
31.0
G Zamudio
77,681
20.6
* Options have lapsed, but cancellation has not been processed at 11 March 2025.
Share appreciation rights expiring four years
from the issue date on 21 August 2024*
407,016
3
Option holder with more than 20% of class
R Heeks
182,656
44.9
M Smith
134,616
33.1
G Zamudio
89,744
22.0
* Rights have lapsed, but cancellation has not been processed at 11 March 2025.
Share performance rights expiring three years
from the issue date on 31 March 2024
Rights holder with more than 20% of class
3,112,442
11
T Richards**
1,079,545
34.7
* Rights have lapsed, but cancellation has not been processed at 11 March 2025.
** Forfeited upon cessation of employment on 1 January 2023.
Options expiring on 29 September 2026 with an
exercise price of $0.322
2,702,328
1
Option holder with more than 20% of class
Sprott Private Resource Lending II (CO), Inc
2,702,328
100.0
Share performance rights expiring four years
from the issue date on 16 November 2027
Rights holder with more than 20% of class
84,300,000
9
J Fox
28,000,000
33.2
M Smith
22,400,000
26.6
Share performance rights expiring four years
from the issue date on 31 May 2028
42,000,000
5
Rights holder with more than 20% of class
G Ascough
10,000,000
23.8
99
2024 ANNUAL REPORT
TENEMENT DETAILS
Current interest in tenements held by Geopacific and its subsidiaries, as at 31 December 2024 are listed
below:
Country
Location
Tenement
Interest
PNG
Woodlark Island
EL 1172
100%
PNG
Woodlark Island
EL 1279
100%
PNG
Woodlark Island
EL 1465
100%
PNG
Woodlark Island
LMP 89
100%
PNG
Woodlark Island
LMP 90
100%
PNG
Woodlark Island
LMP 91
100%
PNG
Woodlark Island
LMP 92
100%
PNG
Woodlark Island
LMP 93
100%
PNG
Woodlark Island
ME 85
100%
PNG
Woodlark Island
ME 105
100%
PNG
Woodlark Island
ME 111
100%
PNG
Woodlark Island
ML 508
100%